10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to                      

Commission File Number 1-12815

CHICAGO BRIDGE & IRON COMPANY N.V.

Incorporated in The Netherlands IRS Identification Number: Not Applicable

Oostduinlaan 75

2596 JJ The Hague

The Netherlands

31-70-3732010

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

The number of shares outstanding of the registrant’s common stock as of April 15, 2013 – 107,039,924

CHICAGO BRIDGE & IRON COMPANY N.V.

Table of Contents

	Page
PART I—FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements
Statements of Operations Three Months Ended March 31, 2013 and 2012		3
Statements of Comprehensive Income Three Months Ended March 31, 2013 and 2012		4
Balance Sheets March 31, 2013 and December 31, 2012		5
Statements of Cash Flows Three Months Ended March 31, 2013 and 2012		6
Statements of Changes in Shareholders’ Equity Three Months Ended March 31, 2013 and 2012		7
Notes to Condensed Consolidated Financial Statements		8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3 Quantitative and Qualitative Disclosures About Market Risk		39
Item 4 Controls and Procedures		40
PART II—OTHER INFORMATION
Item 1 Legal Proceedings		40
Item 1A Risk Factors		41
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		41
Item 3 Defaults Upon Senior Securities		41
Item 4 Mine Safety Disclosures		41
Item 5 Other Information		41
Item 6 Exhibits		41
SIGNATURES		42

2

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended
	March 31,
	2013			2012
	(Unaudited)
Revenue	$	2,251,429		$	1,201,267
Cost of revenue		2,005,285			1,048,003
Gross profit		246,144			153,264
Selling and administrative expense		93,968			63,232
Intangibles amortization		9,188			6,092
Equity earnings		(4,485	)		(1,800	)
Other operating income, net		(297	)		(65	)
Acquisition-related costs		61,256			—
Income from operations		86,514			85,805
Interest expense		(22,746	)		(2,112	)
Interest income		1,871			2,187
Income before taxes		65,639			85,880
Income tax expense		(22,767	)		(24,906	)
Net income		42,872			60,974
Less: Net income attributable to noncontrolling interests		(9,264	)		(1,487	)
Net income attributable to CB&I	$	33,608		$	59,487
Net income attributable to CB&I per share:
Basic	$	0.33		$	0.61
Diluted	$	0.32		$	0.60
Weighted average shares outstanding:
Basic		101,802			97,257
Diluted		103,507			99,252
Cash dividends on shares:
Amount	$	5,345		$	4,885
Per share	$	0.05		$	0.05

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

3

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Three Months Ended
	March 31,
	2013			2012
	(Unaudited)
Net income	$	42,872		$	60,974
Other comprehensive (loss) income, net of tax:
Change in cumulative translation adjustment		(13,043	)		7,435
Change in unrealized fair value of cash flow hedges		(1,731	)		911
Change in unrecognized prior service pension credits/costs		(192	)		(88	)
Change in unrecognized actuarial pension gains/losses		4,897			(614	)
Comprehensive income		32,803			68,618
Less: Net income attributable to noncontrolling interests		(9,264	)		(1,487	)
Less: Change in cumulative translation adjustment attributable to noncontrolling interests		(883	)		(524	)
Comprehensive income attributable to CB&I	$	22,656		$	66,607

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

4

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 31,			December 31,
	2013			2012
	(Unaudited)
Assets
Cash and cash equivalents ($156,879 and $142,285 related to variable interest entities (“VIEs”))	$	392,826		$	643,395
Restricted cash (related to the Shaw Acquistion)		—			800,000
Accounts receivable, net ($135,436 and $63,649 related to VIEs)		1,294,396			752,985
Inventory		308,813			32,319
Costs and estimated earnings in excess of billings ($178,382 and $38,967 related to VIEs)		918,483			303,540
Deferred income taxes		484,451			88,681
Other current assets		220,660			100,635
Total current assets		3,619,629			2,721,555
Equity investments		107,082			97,267
Property and equipment, net ($25,452 and $0 related to VIEs)		775,820			285,871
Deferred income taxes		74,506			73,201
Goodwill		3,366,591			926,711
Other intangibles, net		557,768			166,308
Other non-current assets ($25,422 and $0 related to VIEs)		147,465			58,762
Total assets	$	8,648,861		$	4,329,675
Liabilities
Revolving facility debt	$	116,177		$	—
Current maturities of long-term debt		81,250			—
Accounts payable ($245,685 and $87,301 related to VIEs)		1,161,272			654,504
Accrued liabilities		692,949			354,700
Billings in excess of costs and estimated earnings ($42,561 and $39,105 related to VIEs)		2,311,638			758,938
Deferred income taxes		6,932			4,380
Total current liabilities		4,370,218			1,772,522
Long-term debt		1,700,000			800,000
Other non-current liabilities		347,877			272,443
Deferred income taxes		233,210			88,400
Total liabilities		6,651,305			2,933,365
Shareholders’ Equity
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 107,857 and 101,522; shares outstanding: 106,992 and 96,835		1,275			1,190
Additional paid-in capital		752,480			363,417
Retained earnings		1,329,005			1,300,742
Stock held in trust		(5,739	)		(3,031	)
Treasury stock, at cost: 865 and 4,687 shares		(41,785	)		(193,533	)
Accumulated other comprehensive loss		(111,984	)		(101,032	)
Total CB&I shareholders’ equity		1,923,252			1,367,753
Noncontrolling interests		74,304			28,557
Total shareholders’ equity		1,997,556			1,396,310
Total liabilities and shareholders’ equity	$	8,648,861		$	4,329,675

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

5

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended
	March 31,
	2013			2012
	(Unaudited)
Cash Flows from Operating Activities
Net income	$	42,872		$	60,974
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		28,637			16,646
Deferred taxes		65,309			(2,457	)
Stock-based compensation expense		38,072			22,340
Equity earnings		(4,485	)		(1,800	)
Gain on property and equipment transactions		(297	)		(65	)
Unrealized loss (gain) on foreign currency hedge ineffectiveness		1,756			(1,021	)
Excess tax benefits from stock-based compensation		(10,756	)		(17,496	)
Change in operating assets and liabilities:
Increase in receivables, net		(153,647	)		(65,339	)
Change in contracts in progress, net		(180,030	)		24,162
(Increase) decrease in inventory		(4,302	)		2,229
(Decrease) increase in accounts payable		(28,720	)		11,982
Decrease in other current and non-current assets		22,515			6,451
Decrease in accrued and other non-current liabilities		(137,964	)		(2,104	)
Decrease in equity investments		351			17,000
Change in other, net		8,474			(12,168	)
Net cash (used in) provided by operating activities		(312,215	)		59,334
Cash Flows from Investing Activities
Shaw Acquisition, net of unrestricted cash acquired of $1,137,927		(1,713,333	)		—
Capital expenditures		(14,932	)		(10,695	)
Proceeds from sale of property and equipment		613			666
Equity investments		(350	)		—
Cash deposited into restricted cash and cash equivalents		(39,498	)		—
Cash withdrawn from restricted cash and cash equivalents		1,958			—
Proceeds from sale of restricted short-term investments		13,191			—
Net cash used in investing activities		(1,752,351	)		(10,029	)
Cash Flows from Financing Activities
Revolving facility borrowings, net		116,177			—
Term loan borrowings		1,000,000			—
Cash withdrawn from restricted cash and cash equivalents (Senior Notes)		800,000			—
Cash withdrawn from restricted cash and cash equivalents (Westinghouse-related debt)		1,309,022			—
Repayment of Westinghouse-related debt		(1,353,694	)		—
Repayments on term loan		(18,750	)		—
Excess tax benefits from stock-based compensation		10,756			17,496
Purchase of treasury stock		(23,764	)		(104,689	)
Issuance of stock		14,889			3,840
Dividends paid		(5,345	)		(4,885	)
Distributions to noncontrolling interests		(1,065	)		(2,450	)
Revolving facility and deferred financing costs		(26,987	)		—
Net cash provided by (used in) financing activities		1,821,239			(90,688	)
Effect of exchange rate changes on cash and cash equivalents		(7,242	)		9,383
Decrease in cash and cash equivalents		(250,569	)		(32,000	)
Cash and cash equivalents, beginning of the year		643,395			671,811
Cash and cash equivalents, end of the period	$	392,826		$	639,811

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

6

CHICAGO BRIDGE & IRON COMPANY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except per share data)

	Common Stock					Additional Paid-In			Retained			Stock Held in Trust						Treasury Stock						Accumulated Other Comprehensive (Loss) Income			Noncontrolling			Total Shareholders’
	Shares			Amount		Capital			Earnings			Shares			Amount			Shares			Amount			(Note 13)			Interests			Equity
									(Unaudited)
Balance at December 31, 2012		96,835		$	1,190	$	363,417		$	1,300,742			316		$	(3,031	)		4,688		$	(193,533)		$	(101,032	)	$	28,557		$	1,396,310
Net income		—			—		—			33,608			—			—			—			—			—			9,264			42,872
Change in cumulative translation adjustment, net		—			—		—			—			—			—			—			—			(13,926	)		883			(13,043	)
Change in unrealized fair value of cash flow hedges, net		—			—		—			—			—			—			—			—			(1,731	)		—			(1,731	)
Change in unrecognized prior service pension credits/costs, net		—			—		—			—			—			—			—			—			(192	)		—			(192	)
Change in unrecognized actuarial pension gains/losses, net		—			—		—			—			—			—			—			—			4,897			—			4,897
Distributions to noncontrolling interests		—			—		—			—			—			—			—			—			—			(1,065	)		(1,065	)
Dividends paid ($0.05 per share)		—			—		—			(5,345	)		—			—			—			—			—			—			(5,345	)
Stock-based compensation expense		—			—		38,072			—			—			—			—			—			—			—			38,072
Acquisition of The Shaw Group Inc.		8,893			85		398,366			—			—			—			(2,559	)		100,125			—			36,665			535,241
Issuance of treasury stock to trust		98			—		896			—			98			(5,245	)		(98	)		4,349			—			—			—
Release of trust shares		—			—		1,537			—			(301	)		2,537			—			—			—			—			4,074
Purchase of treasury stock		(446	)		—		—			—			—			—			446			(23,764	)		—			—			(23,764	)
Issuance of stock		1,612			—		(49,808	)		—			—			—			(1,612	)		71,038			—			—			21,230
Balance at March 31, 2013		106,992		$	1,275	$	752,480		$	1,329,005			113		$	(5,739	)		865		$	(41,785	)	$	(111,984	)	$	74,304		$	1,997,556

	Common Stock					Additional Paid-In			Retained			Stock Held in Trust						Treasury Stock						Accumulated Other Comprehensive			Noncontrolling			Total Shareholders’
	Shares			Amount		Capital			Earnings			Shares			Amount			Shares			Amount			(Loss) Income			Interests			Equity
									(Unaudited)
Balance at December 31, 2011		97,596		$	1,190	$	371,669		$	1,018,481			752		$	(9,788	)		3,927		$	(142,666)		$	(61,152	)	$	18,696		$	1,196,430
Net income		—			—		—			59,487			—			—			—			—			—			1,487			60,974
Change in cumulative translation adjustment, net		—			—		—			—			—			—			—			—			6,911			524			7,435
Change in unrealized fair value of cash flow hedges, net		—			—		—			—			—			—			—			—			911			—			911
Change in unrecognized prior service pension credits/costs, net		—			—		—			—			—			—			—			—			(88	)		—			(88	)
Change in unrecognized actuarial pension gains/losses, net		—			—		—			—			—			—			—			—			(614	)		—			(614	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			—			—			(2,450	)		(2,450	)
Dividends paid ($0.05 per share)		—			—		—			(4,885	)		—			—			—			—			—			—			(4,885	)
Stock-based compensation expense		—			—		22,340			—			—			—			—			—			—			—			22,340
Release of trust shares		—			—		(1,728	)		—			(433	)		6,733			—			—			—			—			5,005
Purchase of treasury stock		(2,367	)		—		—			—			—			—			2,367			(105,551	)		—			—			(105,551	)
Issuance of stock		1,680			—		(43,161	)		—			—			—			(1,680	)		59,527			—			—			16,366
Balance at March 31, 2012		96,909		$	1,190	$	349,120		$	1,073,083			319		$	(3,055	)		4,614		$	(188,690	)	$	(54,032	)	$	18,257		$	1,195,873

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

7

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

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

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Organization and Nature of Operations—Chicago Bridge & Iron Company N.V. (“CB&I” or the “Company”) provides a wide range of services, including conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services to customers in the energy infrastructure market throughout the world and is a provider of diversified government services. Our business is aligned into four principal operating groups: (1) Engineering, Construction and Maintenance, (2) Fabrication Services, (3) Technology, and (4) Government Solutions. See Note 16 for a description of our operating groups and related financial information.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) for CB&I have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These Financial Statements include all wholly-owned subsidiaries and those entities which we are required to consolidate in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Consolidations Topic 810 (“FASB ASC 810”). See the “Partnering Arrangements” section of this footnote for further discussion of our consolidation policy for those entities that are not wholly-owned. We believe these Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our results of operations and cash flows for the three months ended March 31, 2013 and 2012 and our financial position as of March 31, 2013. The December 31, 2012 Condensed Consolidated Balance Sheet (“Balance Sheet”) was derived from our December 31, 2012 audited Consolidated Balance Sheet. Inventory balances at December 31, 2012 have been reclassified from other current assets to conform to our March 31, 2013 presentation.

We believe the disclosures accompanying these Financial Statements are adequate to make the information presented not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim reporting periods. The results of operations and cash flows for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K (“2012 Annual Report”).

Use of Estimates—The preparation of our Financial Statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We believe the most significant estimates and judgments are associated with revenue recognition for our contracts, including the recognition of incentive fees and unapproved change orders and claims; determination of fair value with respect to acquired tangible and intangible assets and liabilities; recoverability assessments that must be periodically performed with respect to long-lived assets, goodwill and other intangible asset balances; valuation of financial instruments, deferred tax assets and inventory; the determination of liabilities related to self-insurance programs and income taxes; and consolidation determinations with respect to our partnering arrangements. If the underlying estimates and assumptions upon which our Financial Statements are based change in the future, actual amounts may differ from those included in the accompanying Financial Statements.

Revenue Recognition—Revenue for our operating groups is primarily derived from long-term contracts for which revenue is recognized using the percentage of completion (“POC”) method, primarily based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract. We follow the guidance of FASB ASC Revenue Recognition Topic 605-35 for accounting policies relating to our use of the POC method, estimating costs, and revenue recognition, including the recognition of incentive fees, unapproved change orders and claims, and combining and segmenting contracts. We primarily utilize the cost-to-cost approach to estimate POC as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates.

Our long-term contracts are awarded on a competitive bid and negotiated basis and the timing of revenue recognition may be impacted by the terms of such contracts. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Fixed-price contracts, and hybrid contracts with a more significant fixed-price component, tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of revenue recognition. Our shorter term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit price basis.

8

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contract revenue for our long-term contracts reflects the original contract price adjusted for approved change orders and estimated recoveries for incentive fees, unapproved change orders and claims. We recognize revenue associated with incentives fees when the value can be reliably estimated and realization is reasonably assured. We recognize revenue associated with unapproved change orders and claims to the extent that related costs have been incurred, recovery is probable and the value can be reliably estimated. Our recorded incentive fees, unapproved change orders and claims reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates. See Note 15 for additional discussion of our unapproved change orders and claims.

With respect to our engineering, procurement, and construction (“EPC”) services, our contracts are not segmented between types of services, such as engineering and construction, if each of the EPC components is negotiated concurrently or if the pricing of any such services is subject to the ultimate negotiation and agreement of the entire EPC contract. However, we segment an EPC contract if it includes technology or fabrication services provided by a differing operating group and the technology or fabrication scope is independently negotiated and priced. In addition, an EPC contract including technology or fabrication services may be segmented if we satisfy the segmenting criteria in ASC 605-35. Revenue recorded in these situations is based on our prices and terms for similar services to third party customers. Segmenting a contract may result in different interim rates of profitability for each scope of service than if we had recognized revenue on a combined basis. In some instances, we may combine contracts that are entered into in multiple phases, but are interdependent and include pricing considerations by us and the customer that are impacted by all phases of the project. Otherwise, if each phase is independent of the other and pricing considerations do not give effect to another phase, the contracts will not be combined.

Cost of revenue for our long-term contracts includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, completion of certain phases of the work, or when services are provided. Cumulative costs and estimated earnings recognized to-date in excess of cumulative billings is reported on the Balance Sheet as costs and estimated earnings in excess of billings. Cumulative billings in excess of cumulative costs and estimated earnings recognized to-date is reported on the Balance Sheets as billings in excess of costs and estimated earnings. Any uncollected billed revenue, including contract retentions, is reported as accounts receivable. At March 31, 2013 and December 31, 2012, accounts receivable included contract retentions of approximately $48,200 and $37,200, respectively. Contract retentions due beyond one year were not significant at March 31, 2013 or December 31, 2012.

Revenue for our government contracts and cost-reimbursable service contracts that do not satisfy the criteria for revenue recognition under the POC method is generally recorded at the time services are performed.

Revenue for our pipe and steel fabrication and catalyst manufacturing contracts that are independent of an EPC contract, or for which we satisfy the segmentation criteria discussed above, is recognized upon shipment of the fabricated or manufactured units. During the fabrication or manufacturing process, all related direct and allocable indirect costs are capitalized as work in process inventory and such costs are recorded as cost of revenue at the time of shipment.

Our billed and unbilled revenue may be exposed to potential credit risk if our customers should encounter financial difficulties, and we maintain reserves for specifically-identified potential uncollectible receivables. At March 31, 2013 and December 31, 2012, allowances for doubtful accounts were approximately $1,400 and $1,300, respectively.

Other Operating Expense (Income), Net—Other operating expense (income), net, generally represents losses (gains) on the sale of property and equipment.

Acquisition-Related Costs—Acquisition-related costs during the three months ended March 31, 2013 included transaction costs and change-in-control and severance-related costs of approximately $61,300 associated with our acquisition of The Shaw Group, Inc. (“Shaw”) (the “Shaw Acquisition” or “the Acquisition”), as further described in Note 4.

Goodwill and Other Intangible Assets— Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of the beginning of that year’s fourth quarter. As part of our annual impairment assessment in the fourth quarter of 2012, we performed a qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying value. Based upon this qualitative assessment, a two-phase quantitative assessment was not required to be performed for any of our reporting units. If, based on future qualitative assessments, the two-phase quantitative assessment is deemed necessary, the first phase would screen for impairment, while the second phase, if necessary, would measure impairment. If required, the implied fair value of a reporting unit would be derived by estimating the unit’s discounted future cash flows. During the three months ended March 31, 2013, no indicators of goodwill impairment were identified.

We amortize our finite-lived intangible assets utilizing either a straight-line or other basis that reflects the period the associated contractual or economic benefits are expected to be realized, with lives ranging from 2 to 20 years, absent any indicators of impairment. We review tangible assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group will be compared to the asset’s carrying amount to determine if impairment exists. During the three months ended March 31, 2013, no indicators of impairment were identified. See Note 6 for additional discussion of our goodwill and other intangible assets.

9

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Earnings Per Share (“EPS”)—Basic EPS is calculated by dividing net income attributable to CB&I by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of dilutive securities, consisting of restricted shares, performance shares (where performance criteria have been met), stock options and directors’ deferred-fee shares. See Note 3 for calculations associated with basic and diluted EPS.

Cash Equivalents—Cash equivalents are considered to be all highly liquid securities with original maturities of three months or less.

Inventory—Inventory is recorded at the lower of cost or market and cost is determined using the first-in-first-out (“FIFO”) or weighted-average cost method. The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to current locations and conditions. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. See Note 5 for additional disclosures associated with our inventory.

Foreign Currency—The nature of our business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss) (“AOCI”). This balance which has been impacted in the three months ended March 31, 2013 primarily by movements in the Euro exchange rate against the U.S. dollar, is net of tax, where applicable. Foreign currency exchange gains (losses) are included within cost of revenue and were immaterial for the three months ended March 31, 2013 and 2012.

Financial Instruments—We utilize derivative instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below:

• Foreign Currency Exchange Rate Derivatives—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of credit risk and forward points, instruments deemed ineffective during the period and instruments that we do not designate as cash flow hedges are recognized within cost of revenue.

• Interest Rate Derivatives—Our interest rate derivatives are limited to a swap arrangement entered on February 28, 2013 to hedge against interest rate variability associated with $505,000 of our $1,000,000 unsecured term loan (the “Term Loan”). The swap arrangement is designated as a cash flow hedge, as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Therefore, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.

For those contracts designated as cash flow hedges, we document all relationships between the derivative instruments and associated hedged items, as well as our risk-management objectives and strategy for undertaking hedge transactions. This process includes linking all derivatives to specific firm commitments or highly-probable forecasted transactions. We continually assess, at inception and on an on-going basis, the effectiveness of derivative instruments in offsetting changes in the cash flow of the designated hedged items. Hedge accounting designation is discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flow of the hedged item, including firm commitments or forecasted transactions, (2) the derivative is sold, terminated, exercised, or expires, (3) it is no longer probable that the forecasted transaction will occur, or (4) we determine that designating the derivative as a hedging instrument is no longer appropriate. See Note 10 for additional discussion of our financial instruments.

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using currently enacted income tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The final realization of deferred tax assets depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. We continually review our facts and circumstances and as further information is known or events occur, changes in our deferred tax assets may be recorded.

We provide income tax and associated interest reserves, where applicable, in situations where we have and have not received tax assessments. Tax and associated interest reserves are provided in those instances where we consider it more likely than not that additional tax will be due in excess of amounts reflected in income tax returns filed worldwide. At March 31, 2013, our reserves totaled approximately $11,600, including $6,400 from the Shaw Acquisition. If these income tax benefits are ultimately recognized, approximately $8,000 would impact the effective tax rate as we are contractually indemnified for the remaining balances. At December 31, 2012, our reserves totaled approximately $5,200. As a matter of standard policy, we continually review our exposure to additional income tax obligations and as further information is known or events occur, changes in our tax and interest reserves may be recorded within income tax expense and interest expense, respectively.

10

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Partnering Arrangements—In the ordinary course of business, we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (collectively referred to as “venture(s)”). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights. The venture entity generally contracts directly with the third party customer; however, services may be performed directly by the venture entity, or may be performed by us or our partners, or a combination thereof.

Venture net assets consist primarily of cash, working capital and property and equipment, and assets may be restricted from being used to fund obligations outside of the venture. These ventures typically have limited third-party debt or have debt that is non-recourse in nature; however, they may provide for capital calls to fund operations or require participants in the venture to provide additional financial support, including advance payment or retention letters of credit.

Each venture is assessed at inception and on an ongoing basis as to whether it qualifies as a variable interest entity (“VIE”) under the consolidations guidance in FASB ASC 810. Our ventures generally qualify as a VIE when they (1) meet the definition of a legal entity, (2) absorb the operational risk of the projects being executed, creating a variable interest, and (3) lack sufficient capital investment from the partners, potentially resulting in the venture requiring additional subordinated financial support, if necessary, to finance its future activities.

If at any time a venture qualifies as a VIE, we are required to perform a qualitative assessment to determine whether we are the primary beneficiary of the VIE and therefore, need to consolidate the VIE. We are the primary beneficiary if we have (1) the power to direct the economically significant activities of the VIE and (2) the right to receive benefits from, and obligation to absorb losses of, the VIE. If the venture is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the venture, we consolidate the venture. If we are not determined to be the primary beneficiary of the VIE, or only have the ability to significantly influence, rather than control the venture, we do not consolidate the venture. We account for unconsolidated ventures using the equity method or proportionate consolidation. At March 31, 2013 and December 31, 2012, we had no material proportionately consolidated ventures. See Note 7 for additional discussion of our material partnering arrangements.

New Accounting Standards—In January 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-01, which requires companies to disclose additional information about derivative instruments that are subject to master netting arrangements (“MNAs”). See Note 10 for our applicable disclosures.

In February 2013, the FASB issued ASU 2013-02, which requires companies to disclose additional information about AOCI, including changes in AOCI balances by component and significant items reclassified from AOCI into earnings. See Note 13 for our applicable disclosures.

3. EARNINGS PER SHARE

A reconciliation of weighted average basic shares outstanding to weighted average diluted shares outstanding and the computation of basic and diluted EPS are as follows:

	Three Months Ended March 31,
	2013		2012
Net income attributable to CB&I	$	33,608	$	59,487
Weighted average shares outstanding—basic (1)		101,802		97,257
Effect of restricted shares/performance shares/stock options (2)		1,633		1,926
Effect of directors’ deferred-fee shares		72		69
Weighted average shares outstanding—diluted		103,507		99,252
Net income attributable to CB&I per share:
Basic	$	0.33	$	0.61
Diluted	$	0.32	$	0.60
(1) 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition
(2) Antidilutive options excluded from EPS		122		165

4. SHAW ACQUISITION

General—On July 30, 2012, we entered into a definitive agreement to acquire Shaw, whose operations include engineering, procurement, construction, maintenance, fabrication, modularization, consulting, remediation, and program management services for electric utilities, independent and merchant power producers, government agencies, multinational and national oil companies, and industrial companies. On February 13, 2013 (the “Acquisition Closing Date”), we completed the Shaw Acquisition for a gross
purchase price of $3,349,791, comprised of $2,851,260 in cash consideration and $498,531 in equity consideration. The cash consideration was funded using $1,051,260 from existing cash balances of CB&I and Shaw on the Acquisition Closing Date, and the remainder was funded using debt financing, as further described in Note 9. Shaw’s unrestricted cash balance on the Acquisition Closing Date totaled $1,137,927, and accordingly, the cash portion of our purchase price, net of cash acquired, was $1,713,333 and our total purchase price, net of cash acquired, was $2,211,864.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At the Acquisition Closing Date, each issued and outstanding share of common stock, no par value, of Shaw (other than any dissenting shares, treasury shares, or shares held by Shaw, CB&I or their respective subsidiaries) was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash and (ii) an amount of cash in Euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the “Acquisition Consideration”). Stock-settled and cash-settled equity-based awards relating to shares of Shaw’s common stock were either cancelled and converted into the right to receive the Acquisition Consideration (or the cash value thereof) or were converted into comparable CB&I awards on generally the same terms and conditions as prior to the Acquisition Closing Date. On the Acquisition Closing Date, we issued 8,893 shares of CB&I common stock and converted an equivalent of 1,362 shares into CB&I stock-settled equity-based awards. An equivalent of 473 shares of CB&I cash-settled equity-based awards were converted and recognized as a liability on our initial balance sheet within accrued and other non-current liabilities.

From the Acquisition Closing Date through March 31, 2013, revenue and income from operations associated with the Shaw Acquisition (excluding acquisition-related costs and including intangibles amortization) totaled approximately $625,200 and $32,100, respectively. Additionally, in connection with the Shaw Acquisition, during the three months ended March 31, 2013, we incurred approximately $19,900 and $61,300 of financing and acquisition-related costs, respectively. Financing-related costs were recognized in interest expense on our Statement of Operations and included approximately $8,500 of interest and fees incurred prior to the Acquisition Closing Date, and approximately $2,000 of interest related to one-time commitments satisfied during the quarter (see Note 9 for further discussion). Acquisition-related costs included transaction costs and change-in-control and severance-related costs.

Preliminary Purchase Price Allocation—The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the Acquisition Closing Date, which were based, in part, upon outside preliminary appraisals for certain assets, including specifically-identified intangible assets. The excess of the purchase price over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired totaling $2,449,147, was recorded as goodwill.

The following table summarizes our preliminary purchase price allocation at the Acquisition Closing Date:

Net tangible assets:
Unrestricted cash	$	1,137,927
Inventory		272,192
Other current assets		494,706
Property and equipment		495,837
Other non-current assets		76,249
Deferred income taxes, net (1)		303,407
Westinghouse obligations, net (2)		(44,793	)
Contracts in progress, net (3)		(1,117,786	)
Accounts payable		(535,488	)
Other current liabilities		(459,530	)
Other non-current liabilities		(123,977	)
Total net tangible assets	$	498,744
Intangible assets (4):
Backlog and customer relationships	$	271,000
Tradenames		120,500
Other		10,400
Total intangible assets	$	401,900
Goodwill (5)		2,449,147
Total purchase price	$	3,349,791
Unrestricted cash acquired		(1,137,927	)
Total purchase price, net of unrestricted cash acquired	$	2,211,864

⁽¹⁾ Deferred Income Taxes—Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $443,184 of deferred tax assets and $139,777 of deferred tax liabilities.

⁽²⁾  Westinghouse Obligations—Westinghouse obligations represents the net obligation we acquired associated with Shaw’s investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion.

⁽³⁾ Contracts in Progress—Included in contracts in progress is a fair value adjustment of approximately $364,000 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This fair value adjustment will be included in revenue on a percentage of completion basis as the applicable projects progress over approximately five to six years.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

⁽⁴⁾ Intangible Assets—Acquired intangible assets totaling $401,900 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6.0 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3.0 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5.0 years. The amortization lives and timing of amortization for all the intangibles are based on the estimated periods over which the economic benefits are anticipated to be realized. For the three months ended March 31, 2013, amortization for these intangible assets totaled $5,000.

⁽⁵⁾ Goodwill—Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Given the proximity of the Acquisition Closing Date to the reporting date of March 31, 2013, the allocation of goodwill for each of our operating groups is in process, and therefore, has not been presented. Of the $2,449,147 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $42,600 is deductible for tax purposes.

The purchase price allocation and related amortization periods are based upon preliminary information and are subject to change when additional information concerning final asset and liability valuations is obtained. We have not completed our final assessment of the fair value of purchased intangible assets, property and equipment, inventory, tax balances, contingent liabilities, long-term leases or acquired contracts. Our final purchase price allocation may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.

Supplemental Pro Forma Information (Unaudited)—The following unaudited pro forma condensed combined financial information (“the pro forma financial information”) gives effect to the acquisition of Shaw by CB&I, accounted for as a business combination using the purchase method of accounting. CB&I’s fiscal year ends on December 31, while Shaw’s ended on August 31, prior to the Acquisition. To give effect to the Shaw Acquisition for pro forma financial information purposes, Shaw’s historical results were brought to within one month of CB&I’s interim results for the three month period ended March 31, 2012, and included the three months ended February 29, 2012. The pro forma financial information reflects the Shaw Acquisition and related events as if they occurred on January 1, 2012, and gives effect to pro forma events that are: directly attributable to the Acquisition, factually supportable, and expected to have a continuing impact on the combined results of CB&I and Shaw following the Acquisition. The pro forma financial information includes adjustments to: (1) exclude transaction costs and change-in-control and severance-related costs that were included in CB&I and Shaw’s historical results and are expected to be non-recurring; (2) exclude the results of portions of the Shaw business that were not acquired by CB&I or are not expected to have a continuing impact; (3) include additional intangibles amortization and net interest expense associated with the Shaw Acquisition; and (4) include the pro forma results of Shaw from January 1, 2013 through the Acquisition Closing Date for the three month period ended March 31, 2013. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the Acquisition.

	Three Months Ended March 31,
	2013		2012
Pro forma revenue	$	2,744,799	$	2,544,003
Pro forma net income	$	87,367	$	70,465
Pro forma net income per share:
Basic	$	0.82	$	0.66
Diluted	$	0.81	$	0.65

5. INVENTORY

The components of inventory at March 31, 2013 and December 31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Raw materials	$	173,575	$	11,870
Work in process		36,522		1,360
Finished goods		98,716		19,089
Total	$	308,813	$	32,319

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. GOODWILL AND OTHER INTANGIBLES

Goodwill—At March 31, 2013 and December 31, 2012, our goodwill balances were $3,366,591 and $926,711, respectively, attributable to the excess of the purchase price over the fair value of net assets acquired in connection with our acquisitions:

Balance at December 31, 2012	$	926,711
Shaw Acquisition (Note 4)		2,449,147
Foreign currency translation		(8,026	)
Amortization of tax goodwill in excess of book goodwill		(1,241	)
Balance at March 31, 2013	$	3,366,591

During the three months ended March 31, 2013, no indicators of goodwill impairment were identified and therefore no goodwill impairment charge was recorded. There can be no assurance that our future goodwill impairment analyses will not result in charges to earnings.

Other Intangible Assets—The following table provides a summary of our acquired finite-lived intangible assets at March 31, 2013 and December 31, 2012, including weighted-average useful lives for each major intangible asset class and in total:

	March 31, 2013					December 31, 2012
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Finite-lived intangible assets (weighted average life)
Backlog and customer relationships (6 years)	$	271,000	$	(2,116	)	$	—	$	—
Process technologies (15 years)		236,844		(74,487	)		228,304		(71,391	)
Tradenames (4 years)		130,819		(5,612	)		10,417		(2,659	)
Lease agreements (6 years)		7,199		(6,587	)		7,409		(6,599	)
Non-compete agreements (7 years)		2,873		(2,165	)		2,929		(2,102	)
Total (9 years) (1)	$	648,735	$	(90,967	)	$	249,059	$	(82,751	)

⁽¹⁾  The increase in intangibles during the three month period ended March 31, 2013 relates to $401,900 of intangibles acquired in connection with the Shaw Acquisition (as further discussed in Note 4), partially offset by amortization expense and currency translation. Amortization expense for our intangibles existing at March 31, 2013 is anticipated to be approximately $51,400, $65,700, $60,300, $55,300 and $40,300, for 2013, 2014, 2015, 2016 and 2017, respectively.

7. PARTNERING ARRANGEMENTS

As discussed in Note 2, we account for our unconsolidated ventures primarily using the equity method of accounting. Further, we consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control.

Unconsolidated Ventures—The following is a summary description of our material unconsolidated ventures which have been accounted for using the equity method:

• Chevron-Lummus Global (“CLG”)—We have a venture with Chevron (CB&I – 50%, Chevron – 50%), to provide licenses, basic engineering services and catalyst supply for deep conversion (e.g. hydrocracking), residual hydroprocessing and lubes processing through CLG. The business primarily focuses on converting/upgrading heavy/sour crude that is produced in the refinery process to more marketable products. As sufficient capital investments in CLG have been made by the venture partners, it does not qualify as a VIE. Additionally, we do not effectively control CLG and therefore do not consolidate the venture.

• NET Power LLC (“NET Power”)—We have a commitment to invest up to $50,400 in cash and in-kind services in NET Power, a technology venture between CB&I and various other parties, formed for the purpose of developing a new fossil fuel-based power generation technology that is intended to produce cost-effective power with little-to-no carbon dioxide emissions. Our investment funding is contingent upon demonstration of various levels of feasibility of the NET Power technology and could result in up to a 50% interest in NET Power and provide for the exclusive right to engineer, procure and construct NET Power plants. At March 31, 2013, we had cumulatively invested cash and in-kind services of approximately $5,200, for an approximate 10% interest in NET Power. These cash and in-kind contributions have been expensed within our equity earnings as technological feasibility associated with the development project has not been established.

14

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We have no other material unconsolidated ventures.

Consolidated Ventures—The following is a summary description of the material ventures we consolidate due to their designation as VIEs for which we are the primary beneficiary:

• CB&I/Kentz—We have a venture with Kentz (CB&I—65%, Kentz—35%) to perform the structural, mechanical, piping, electrical and instrumentation work on, and to provide commissioning support for, three Liquefied Natural Gas (“LNG”) trains, including associated utilities and a domestic gas processing and compression plant, for the Gorgon LNG project, located on Barrow Island, Australia. The contract value is approximately $3,400,000.

• CB&I/Clough— We have a venture with Clough (CB&I—65%, Clough—35%) to perform the EPC work for a gas conditioning plant, nearby wellheads, and associated piping and infrastructure for the Papua New Guinea LNG project, located in the Southern Highlands of Papua New Guinea. The contract value is approximately $2,100,000.

• CB&I/AREVA— We have a venture with AREVA (CB&I—70%, AREVA—30%) to design, license and construct a multi-billion dollar mixed oxide fuel fabrication facility in Aiken, South Carolina to convert weapons-grade plutonium into fuel for nuclear power plants for the U.S. Department of Energy.

All other ventures that we consolidate due to their designation as VIEs, are not individually material and are therefore aggregated in the table below. The following table presents summarized balance sheet information for our consolidated VIEs:

	March 31,		December 31,
	2013		2012
CB&I/Kentz
Current assets	$	99,485	$	82,421
Current liabilities.	$	31,465	$	39,276
CB&I/Clough
Current assets	$	151,522	$	145,666
Current liabilities	$	74,114	$	79,523
CB&I/AREVA
Current assets	$	140,482	$	—
Current liabilities	$	138,786	$	—
All Other
Current assets	$	92,741	$	24,536
Non-current assets	$	50,874	$	—
Total assets	$	143,615	$	24,536
Current liabilities	$	56,655	$	28,339

The use of these ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or to complete their obligations to us, the venture, or ultimately, our customer. This could result in unanticipated costs to achieve contractual performance requirements, liquidated damages or contract disputes, including claims against our partners.

8. FACILITY REALIGNMENT AND SEVERANCE LIABILITIES

At March 31, 2013 and December 31, 2012, we had a facility realignment liability related to the recognition of future operating lease expense for unutilized facility capacity where we remain contractually obligated to a lessor. The liability was recognized within accrued liabilities and other non-current liabilities, as applicable, based upon the anticipated timing of payment. At March 31, 2013, we also had $37,000 of liabilities recognized in accrued liabilities related to change-in-control obligations associated with the Shaw Acquisition. The following table summarizes the movements in the liabilities during the three months ended March 31, 2013:

Balance at December 31, 2012	$	12,752
Charges		—
Shaw Acquisition-related obligations		37,000
Cash payments		(1,261	)
Foreign exchange and other		(50	)
Balance at March 31, 2013	$	48,441

15

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. DEBT

Our outstanding debt at March 31, 2013 and December 31, 2012 was as follows:

	March 31,			December 31,
	2013			2012
Current
Westinghouse bonds	$	—		$	—
Revolving facility debt		116,177			—
Current maturities of term loan		81,250			—
Current debt	$	197,427		$	—
Long-Term
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin)		981,250			—
Senior Notes, $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)		800,000			800,000
Less: current maturities of term loan		(81,250	)		—
Long-term debt	$	1,700,000		$	800,000

Westinghouse Bonds—In 2006, Shaw purchased a 20% equity interest in Westinghouse Electric Company (“WEC”), the majority-owner of which is Toshiba Corporation (“Toshiba”). Shaw’s total cost of the equity investment was approximately $1,100,000, which was financed through the Japanese private placement market by issuing 128,980,000 Japanese Yen (“JPY”) (equivalent to approximately $1,100,000 at the time of issuance) limited recourse bonds (the “Westinghouse Bonds”). In conjunction with Shaw’s investment in Westinghouse, Shaw also entered into JPY-denominated put option agreements (the “Put Option”) that provided Shaw an option to sell its investment in Westinghouse to Toshiba for 96.7% of the original investment value (approximately 124,724,000 JPY or approximately $1,064,000). In October 2012, Shaw exercised the Put Option, which required Toshiba to fund approximately 124,724,000 billion JPY (approximately $1,309,000) into a JPY-denominated trust account for purposes of repaying the Westinghouse Bonds on their maturity date of March 15, 2013. The trust account was funded by Toshiba on January 4, 2013. On March 15, 2013, the Westinghouse Bond holders were repaid from proceeds of the trust account and a payment by CB&I for the remaining 3.3% shortfall of the principal amount (approximately 4,256,000 JPY or $44,700). Accordingly, the Westinghouse Bonds, and the associated cash funded by Toshiba into the trust account, were not reflected in our March 31, 2013 Balance Sheet, but were included in Shaw’s Acquisition Closing Date balance sheet. See Note 4 for further discussion of the preliminary purchase price allocation associated with the Shaw Acquisition.

Revolving Facilities—We have a four-year, $1,100,000, committed and unsecured revolving credit facility (the “Revolving Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and Bank of America, N.A. (“BofA”), as syndication agent, which expires in July 2014. The Revolving Facility was amended effective December 21, 2012 to allow for the Shaw Acquisition and related financing as further described below. The Revolving Facility, as amended, has a borrowing sublimit of $550,000 and certain financial covenants, including a temporary maximum leverage ratio of 3.25 beginning at the Acquisition Closing Date, with such maximum declining to its previous level of 2.50 within six quarters of the Acquisition Closing Date, a minimum fixed charge coverage ratio of 1.75 and a minimum net worth level calculated as $1,465,000 at March 31, 2013. The Revolving Facility also includes customary restrictions regarding subsidiary indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, as well as a trailing twelve-month limitation of $300,000 for dividend payments and share repurchases (subject to certain financial covenants), among other restrictions. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages are based upon our quarterly leverage ratio. In the event that we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At March 31, 2013, we had no outstanding borrowings under the facility, but had $374,186 of outstanding letters of credit, providing $725,814 of available capacity. Such letters of credit are generally issued to customers in the ordinary course of business to support advance payments and performance guarantees, in lieu of retention on our contracts, or in certain cases, are issued in support of our insurance program. During the three-months ended March 31, 2013, our maximum outstanding borrowings under the facility were $70,000.

We also have a five-year, $650,000, committed and unsecured revolving credit facility (the “Second Revolving Facility”) with BofA, as administrative agent, and Credit Agricole Corporate and Investment Bank (“Credit Agricole”), as syndication agent, which expires in February 2018. The Second Revolving Facility supplements our Revolving Facility, has a $487,500 borrowing sublimit and financial and restrictive covenants similar to those noted above for the Revolving Facility. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages are based upon our quarterly leverage ratio. In the event that we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At March 31, 2013, we had $97,000 of outstanding borrowings and $130,490 of outstanding letters of credit under the facility (including $124,562 to replace Shaw’s previous credit facilities), providing $422,510 of available capacity. During the three months ended March 31, 2013, our maximum outstanding borrowings under the facility were $233,000.

16

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Term Loan—We have $981,250 remaining on a four-year, $1,000,000 unsecured Term Loan with BofA as administrative agent, which was used to fund a portion of the Shaw Acquisition on the Acquisition Closing Date. Interest and principal under the Term Loan is payable quarterly in arrears and bears interest at LIBOR plus an applicable floating margin. However, we entered into an interest rate swap on February 28, 2013 to hedge against $505,000 of the $1,000,000 Term Loan, which resulted in a weighted average interest rate of approximately 2.47% during the three months ended March 31, 2013, inclusive of the applicable floating margin of 2.0%. Annual maturities for the Term Loan are $75,000, $100,000, $100,000, $150,000 and $575,000 in 2013, 2014, 2015, 2016 and 2017, respectively. The Term Loan has financial and restrictive covenants similar to those noted above for the Revolving Facility.

Senior Notes—We have a series of senior notes totaling $800,000 in the aggregate (“Senior Notes”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Agricole, as administrative agents, which were used to fund a portion of the Shaw Acquisition. The Senior Notes were funded into an escrow account on December 28, 2012, and were restricted from use until the Acquisition Closing Date. Accordingly, the escrowed funds were recorded as restricted cash, and the Senior Notes were recorded as long-term debt, on our December 31, 2012 Balance Sheet. The Senior Notes have financial and restrictive covenants similar to those noted above for the Revolving Facility and include Series A through D, which contain the following terms:

• Series A—Interest due semi-annually at a fixed rate of 4.15%, with principal of $150,000 due in December 2017

• Series B—Interest due semi-annually at a fixed rate of 4.57%, with principal of $225,000 due in December 2019

• Series C—Interest due semi-annually at a fixed rate of 5.15%, with principal of $275,000 due in December 2022

• Series D—Interest due semi-annually at a fixed rate of 5.30%, with principal of $150,000 due in December 2024

Uncommitted Facilities—We also have various short-term, uncommitted revolving credit facilities (the “Uncommitted Facilities”) across several geographic regions of approximately $1,829,400. These facilities are generally used to provide letters of credit or bank guarantees to customers to support advance payments and performance guarantees in the ordinary course of business or in lieu of retention on our contracts. At March 31, 2013, we had $19,177 of outstanding borrowings and $749,660 of outstanding letters of credit under these facilities (including $100,030 to replace Shaw’s previous credit facilities), providing $1,060,563 of available capacity. In addition to providing letters of credit or bank guarantees, we also issue surety bonds in the ordinary course of business to support our contract performance.

Compliance and Other—As of March 31, 2013, we were in compliance with all of our restrictive and financial covenants. Capitalized interest was insignificant at March 31, 2013 and December 31, 2012.

10. FINANCIAL INSTRUMENTS

Foreign Currency Exchange Rate Derivatives

Operating Exposures—At March 31, 2013, the notional value of our outstanding forward contracts to hedge certain foreign exchange-related operating exposures was approximately $150,600. These contracts vary in duration, maturing up to three years from period-end. We designate certain of these hedges as cash flow hedges and accordingly, changes in their fair value are recognized in AOCI until the associated underlying operating exposure impacts our earnings. We exclude forward points, which are recognized as ineffectiveness within cost of revenue and are not material to our earnings, from our hedge assessment analysis.

Interest Rate Derivatives

Interest Rate Exposures—On February 28, 2013, we entered a swap arrangement to hedge against interest rate variability associated with $505,000 of our $1,000,000 Term Loan. The swap arrangement has been designated as a cash flow hedge as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Accordingly, changes in the fair value of the hedge are recognized in AOCI until the associated underlying exposure impacts our earnings.

Financial Instruments Disclosures

Fair Value—Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows:

• Level 1—Fair value is based upon quoted prices in active markets. Our cash and cash equivalents are classified within Level 1 of the valuation hierarchy as they are valued at cost, which approximates fair value.

• Level 2—Fair value is based upon internally-developed models that use, as their basis, readily observable market parameters. Our derivative positions are classified within Level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk.

• Level 3—Fair value is based upon internally-developed models that use, as their basis, significant unobservable market parameters. We did not have any Level 3 classifications at March 31, 2013 or December 31, 2012.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the fair value of our cash and cash equivalents, restricted cash, foreign currency exchange rate derivatives and interest rate derivatives at March 31, 2013 and December 31, 2012, respectively, by valuation hierarchy and balance sheet classification:

	March 31, 2013										December 31, 2012
	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	392,826	$	—		$	—	$	392,826		$	643,395	$	—		$	—	$	643,395
Restricted cash		—		—			—		—			800,000		—			—		800,000
Derivatives (1):
Other current assets		—		755			—		755			—		1,731			—		1,731
Other non-current assets		—		1,749			—		1,749			—		5			—		5
Total assets at fair value	$	392,826	$	2,504		$	—	$	395,330		$	1,443,395	$	1,736		$	—	$	1,445,131
Liabilities
Derivatives (1):
Accrued liabilities	$	—	$	(4,299	)	$	—	$	(4,299	)	$	—	$	(5,072	)	$	—	$	(5,072	)
Other non-current liabilities		—		(1,700	)		—		(1,700	)		—		(497	)		—		(497	)
Total liabilities at fair value	$	—	$	(5,999	)	$	—	$	(5,999	)	$	—	$	(5,569	)	$	—	$	(5,569	)

(1) We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all such counterparties on a continuous basis.

The carrying values of our accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. At March 31, 2013, the fair value of our Term Loan, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value as interest is based upon LIBOR plus an applicable floating spread and is paid quarterly in arrears. At March 31, 2013, the fair value of our Senior Notes, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Derivatives Disclosures

The following table presents the total fair value by underlying risk and balance sheet classification for derivatives designated as cash flow hedges and derivatives not designated as cash flow hedges at March 31, 2013 and December 31, 2012:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Classification	March 31, 2013		December 31, 2012		Balance Sheet Classification	March 31, 2013			December 31, 2012
Derivatives designated as cash flow hedges
Interest rate	Other current and non-current assets	$	1,732	$	—	Accrued and other non-current liabilities	$	(3,051	)	$	—
Foreign currency	Other current and non-current assets		184		628	Accrued and other non-current liabilities		(937	)		(862	)
		$	1,916	$	628		$	(3,988	)	$	(862	)
Derivatives not designated as cash flow hedges
Interest rate	Other current and non-current assets	$	—	$	—	Accrued and other non-current liabilities	$	—		$	—
Foreign currency	Other current and non-current assets		588		1,108	Accrued and other non-current liabilities		(2,011	)		(4,707	)
		$	588	$	1,108		$	(2,011	)	$	(4,707	)
Total fair value		$	2,504	$	1,736		$	(5,999	)	$	(5,569	)

Master Netting Arrangements (“MNAs”)—Our derivatives are executed under International Swaps and Derivatives Associations MNAs, which generally allow us and our counterparties to net settle, in a single net payable or receivable, derivative settlement obligations due on the same day, in the same currency and for the same type of derivative instrument. We have historically elected the option to record all derivatives on a gross basis in our Balance Sheet. The following table presents our derivative assets and liabilities at March 31, 2013 on a gross basis and a net settlement basis:

	Gross Amounts Recognized (i)			Gross Amounts Offset on the Balance Sheet (ii)		Net Amounts Presented on the Balance Sheet (iii) = (i) - (ii)			Gross Amounts Not Offset on the Balance Sheet (iv)					Net  Amount (v) = (iii) - (iv)
									Financial Instruments			Cash Collateral Received
Derivatives
Assets:
Interest rate	$	1,732		$	—	$	1,732		$	—		$	—	$	1,732
Foreign currency		772			—		772			(51	)		—		721
Total assets	$	2,504		$	—	$	2,504		$	(51	)	$	—	$	2,453
Liabilities:
Interest rate	$	(3,051	)	$	—	$	(3,051	)	$	—		$	—	$	(3,051	)
Foreign currency		(2,948	)		—		(2,948	)		51			—		(2,897	)
Total liabilities	$	(5,999	)	$	—	$	(5,999	)	$	51		$	—	$	(5,948	)

19

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

AOCI/Other—The following table presents the total value, by underlying risk, recognized in other comprehensive income (“OCI”) and reclassified from AOCI to interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) during the three months ended March 31, 2013 and 2012, for derivatives designated as cash flow hedges:

	Amount of Gain (Loss) on Effective Derivative Portion
	Recognized in OCI						Reclassified from AOCI into Earnings (1)
	Three Months Ended March 31,
	2013			2012			2013			2012
Derivatives designated as cash flow hedges
Interest rate	$	(1,319	)	$	(51	)	$	(166	)	$	(378	)
Foreign currency		(64	)		1,237			(411	)		(925	)
Total	$	(1,383	)	$	1,186		$	(577	)	$	(1,303	)

⁽¹⁾ Net unrealized losses totaling $1,923 are anticipated to be reclassified from AOCI into earnings during the next 12 months due to settlement of the associated underlying obligations.

The following table presents the total value, by underlying risk, recognized in interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) for the three months ended March 31, 2013 and 2012 for derivatives not designated as cash flow hedges:

	Amount of Gain (Loss) Recognized in Earnings
	Three Months Ended March 31,
	2013			2012
Derivatives not designated as cash flow hedges
Interest rate	$	—		$	—
Foreign currency		(427	)		(1,854	)
Total	$	(427	)	$	(1,854	)

11. RETIREMENT BENEFITS

Our 2012 Annual Report disclosed anticipated 2013 defined benefit pension and other postretirement plan contributions of approximately $16,800 and $2,900, respectively. The following table provides updated contribution information for our plans at March 31, 2013:

			Other Postretirement
	Pension Plans		Plans
Contributions made through March 31, 2013	$	7,959	$	458
Contributions expected for the remainder of 2013		9,265		2,148
Total contributions expected for 2013 (1)	$	17,224	$	2,606

⁽¹⁾  Includes approximately $1,064 associated with pension plans acquired in the Shaw Acquisition.

20

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table provides a breakout of the components of net periodic benefit cost associated with our defined benefit pension and other postretirement plans for the three months ended March 31, 2013 and 2012:

	Three Months Ended
	March 31,
	2013			2012
Pension Plans
Service cost	$	1,645		$	984
Interest cost		7,030			6,737
Expected return on plan assets		(6,565	)		(6,030	)
Amortization of prior service credits		(115	)		(115	)
Recognized net actuarial losses		1,135			676
Net periodic benefit cost (1)	$	3,130		$	2,252
Other Postretirement Plans
Service cost	$	311		$	281
Interest cost		516			659
Amortization of prior service credits		(67	)		(67	)
Recognized net actuarial gains		(129	)		(70	)
Net periodic benefit cost	$	631		$	803

⁽¹⁾  Includes approximately $186 of income associated with pension plans acquired in the Shaw Acquisition.

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings—We have been and may from time to time be named as a defendant in legal actions claiming damages in connection with engineering and construction projects, technology licenses, other services we provide, and other matters. These are typically claims that arise in the normal course of business, including employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with services performed relating to project or construction sites. Contractual disputes normally involve claims relating to the timely completion of projects, performance of equipment or technologies, design or other engineering services or project construction services provided by us. We do not believe that any of our pending contractual, employment-related personal injury or property damage claims and disputes will have a material adverse effect on our future results of operations, financial position or cash flow. See Note 15 for additional discussion of claims associated with our projects.

Asbestos Litigation—We are a defendant in lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products. Over the past several decades and through March 31, 2013, we have been named a defendant in lawsuits alleging exposure to asbestos involving approximately 5,300 plaintiffs and, of those claims, approximately 1,400 claims were pending and 3,900 have been closed through dismissals or settlements. Over the past several decades and through March 31, 2013, the claims alleging exposure to asbestos that have been resolved have been dismissed or settled for an average settlement amount of approximately one thousand dollars per claim. We review each case on its own merits and make accruals based upon the probability of loss and our estimates of the amount of liability and related expenses, if any. We do not believe that any unresolved asserted claims will have a material adverse effect on our future results of operations, financial position or cash flow, and, at March 31, 2013, we had approximately $2,000 accrued for liability and related expenses. With respect to unasserted asbestos claims, we cannot identify a population of potential claimants with sufficient certainty to determine the probability of a loss and to make a reasonable estimate of liability, if any. While we continue to pursue recovery for recognized and unrecognized contingent losses through insurance, indemnification arrangements or other sources, we are unable to quantify the amount, if any, that we may expect to recover because of the variability in coverage amounts, limitations and deductibles, or the viability of carriers, with respect to our insurance policies for the years in question.

Environmental Matters—Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries, that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes.

In connection with the historical operation of our facilities, including those associated with the acquired Shaw operations, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties from whom we have purchased or to whom we have sold facilities, for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We believe that we are in compliance, in all material respects, with all environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not believe that any environmental matters will have a material adverse effect on our future results of operations, financial position or cash flow. We do not anticipate that we will incur material capital expenditures for environmental controls or for the investigation or remediation of environmental conditions during the remainder of 2013 or 2014.

13. AOCI

As noted in the New Accounting Standards section of Note 2, additional AOCI disclosures are required, including (1) changes in AOCI balances by component and (2) significant items reclassified from AOCI into earnings. The following tables present changes in AOCI by component and reclassification of AOCI into earnings for the three months ended March 31, 2013:

	Three Months Ended March 31, 2013
	Currency			Unrealized			Defined Benefit
	Translation			Fair Value Of			Pension and Other
	Adjustment			Cash Flow Hedges			Postretirement Plans			Total
Balance at December 31, 2012	$	(21,843	)	$	296		$	(79,485	)	$	(101,032	)
OCI before reclassifications		(13,926	)		(1,221	)		3,900			(11,247	)
Amounts reclassified from AOCI		—			(510	)		805			295
Net OCI		(13,926	)		(1,731	)		4,705			(10,952	)
Balance at March 31, 2013	$	(35,769	)	$	(1,435	)	$	(74,780	)	$	(111,984	)

	Amount
	Reclassified
AOCI Components	From AOCI
Unrealized Fair Value Of Cash Flow Hedges (1)
Interest rate derivatives (interest expense)	$	(166	)
Foreign currency derivatives (cost of revenue)		(411	)
Total, before taxes	$	(577	)
Taxes		67
Total, net of taxes	$	(510	)
Defined Benefit Pension and Other Postretirement Plans (2)
Amortization of prior service costs/credits	$	(182	)
Recognized net actuarial gains/losses		1,006
Total, before taxes	$	824
Taxes		(19	)
Total, net of taxes	$	805

⁽¹⁾  See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.

⁽²⁾  See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost.

22

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14. STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS

General—Changes in common stock, additional paid-in capital, stock held in trust and treasury stock since December 31, 2012 primarily related to the issuance of 8,893 shares of CB&I common stock and 1,362 CB&I equity awards in conjunction with the Shaw Acquisition (as previously discussed in Note 4) and additional activity associated with our stock-based compensation plans, including share repurchases for taxes withheld on taxable share distributions. Additionally, in conjunction with the Shaw Acquisition, certain Shaw cash-settled equity-based awards were converted into equivalent CB&I awards.

Shaw Acquisition—As discussed in Note 4, at the Acquisition Closing Date, unvested and unexercised equity-based awards (including stock options and restricted shares), and cash-settled equity-based awards (including restricted stock units (“RSUs”) and stock appreciation rights (“SARs”)), relating to shares of Shaw’s common stock were either cancelled and converted into the right to receive the Acquisition Consideration (or the cash value thereof) or were converted into comparable CB&I stock-settled or cash-settled equity-based awards with generally the same terms and conditions as prior to the Acquisition Closing Date. In conjunction with the Shaw Acquisition we converted Shaw’s stock-settled and cash-settled equity-based awards to the following equivalent CB&I awards:

Equity-Based Awards (stock-settled)
Stock options (1)	1,081
Restricted shares (2)	281
Total	1,362
Equity-Based Awards (cash-settled)
Cash-settled RSUs (3)	307
Cash-settled SARs (4)	166
Total (5)	473

⁽¹⁾  Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively.

⁽²⁾  Restricted shares represent Shaw unvested restricted shares and performance cash units that were granted subsequent to July 30, 2012, the date of the acquisition agreement, and converted to CB&I restricted shares. These restricted shares continue to vest over the three-year period from the original grant date.

⁽³⁾  Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date.

⁽⁴⁾  Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I’s equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years.

⁽⁵⁾  Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I’s closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively.

Stock-Settled and Cash-Settled Equity-Based Plans—During the three months ended March 31, 2013, we granted the following shares associated with our equity-based incentive plans:

			Weighted Average
			Grant-Date Fair
	Shares (1)		Value Per Share
Restricted shares		391	$	52.89
Performance shares		366	$	57.40
Total		757

⁽¹⁾  No stock options were granted during the three months ended March 31, 2013.

Our cash-settled equity-based awards only relate to the aforementioned unvested Shaw awards existing at the Acquisition Closing Date that were replaced with CB&I equivalent awards. We had no additional cash-settled equity-based grants during the three months ended March 31, 2013.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the three months ended March 31, 2013, we had the following activity associated with our equity-based incentive plans and employee stock purchase plan (“ESPP”):

Equity-Based Awards (stock-settled)
Performance shares (issued upon vesting)		667
Restricted shares (issued upon vesting) (1)		742
Stock options (issued upon exercise)		449
ESPP shares (issued upon sale)		55
Total Shares Issued		1,913
Equity-Based Awards (cash-settled)
Cash-settled RSUs (paid upon vesting)	$	1,415
Cash-settled SARs (paid upon exercise)		221
Total Cash Payments	$	1,636

⁽¹⁾  Includes 301 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet.

During the three months ended March 31, 2013 and 2012, we recognized $32,510 and $22,340, respectively, of stock-based compensation expense, primarily within selling, general and administrative costs. In addition, we recognized $10,246 as a result of accelerated vesting for terminated employees associated with the Shaw Acquisition. These incremental costs were recognized within acquisition-related costs on our Statement of Operations. For additional information related to our equity-based incentive plans, see Note 14 to our 2012 Annual Report.

Share Repurchases—During the three months ended March 31, 2013, we repurchased 446 shares for $23,764 (an average price of $53.25), for taxes withheld on taxable share distributions.

15. UNAPPROVED CHANGE ORDERS AND CLAIMS

We recognize revenue associated with unapproved change orders and claims to the extent that related costs have been incurred, recovery is probable and the value can be reliably estimated. The following table summarizes information related to our significant unapproved change orders and claims with our customers (for which we have adjusted project price) at March 31, 2013 and 2012:

	Three Months Ended
	March 31,
	2013
Amounts included in project price—December 31, 2012	$	47,100
Amounts acquired in the Shaw Acquisition		464,600
Increase in project price, net		9,500
Amounts included in project price—March 31, 2013	$	521,200
Revenue recorded on a POC basis during the three months ended March 31, 2013	$	9,400
Revenue recorded on a POC basis cumulatively through March 31, 2013 (1)	$	150,600

⁽¹⁾ Of the cumulative amount recognized on a POC basis through March 31, 2013, $98,800 was recorded in our Shaw Acquisition Closing Date balance sheet.

We have consortium agreements (the “Consortium Agreements”) with WEC under which we have contracted with two separate customers (the “Customer Contracts”) for the construction of two nuclear power plants in Georgia (“Georgia Nuclear Project”) and South Carolina (“SC Nuclear Project”) (collectively, the “Nuclear Projects”). The Nuclear Projects are reflected within our Engineering, Construction and Maintenance operating group. Under the scope of work provided in each of the Consortium Agreements, WEC is primarily responsible for engineering and procurement activities associated with the nuclear island component of the Nuclear Projects, while we are responsible for engineering and procurement for the balance of plant and substantially all of the construction activities for the Nuclear Projects. The Customer Contracts provide WEC and us contractual entitlement (“Customer Obligation”) for recovery of certain estimated costs in excess of contractually stipulated amounts. In addition to the aforementioned protections for us under the Customer Contracts, the Consortium Agreements also provide contractual entitlement for us to recover from WEC (“WEC Obligation”) certain estimated costs in excess of contractually stipulated amounts, to the extent not recoverable from our customers related to the Customer Obligation.

The table above includes approximately $462,600 of unapproved change orders and claims with our customer for the Georgia Nuclear Project. The unapproved change orders and claims are for amounts we believe are due related to the Customer Obligation and claim amounts resulting from increased engineering, equipment supply, material and fabrication and construction costs resulting from regulatory-required design changes and delays in our customer’s obtaining combined operating licenses (“COLs”) for the project. Specifically, we have entered into a formal dispute resolution process on certain claims associated with backfill activities, the shield building, large structural modules and COL issuance delays. Although we have not reached resolution with our customer for the aforementioned matters, at March 31, 2013, we had received cumulative payments from our customer totaling $125,800 related to the unapproved change order and claim amounts.

24

CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table above excludes amounts included in project price that we believe are contractually recoverable under the WEC Obligation for the Nuclear Projects even when we are seeking recovery from the customers. As of March 31, 2013, the amounts included in project price for our estimated recoveries under the WEC Obligation for the Nuclear Projects are approximately $312,200. Cumulative revenue recognized on a POC basis through March 31, 2013 was approximately $69,600, of which approximately $3,300 was recorded as revenue during the three months ended March 31, 2013, and the remainder was recorded in our Shaw Acquisition Closing Date balance sheet. The amounts recoverable from WEC will reduce to the extent we are successful in recovering amounts from our customers related to the Customer Obligation.

We believe the amounts included in contract price related to the Customer and WEC Obligations are recoverable under existing provisions of our contractual arrangements. However, the Nuclear Projects have long construction durations and the cost estimates cover costs that will be incurred over several years. Further, it is expected that the cost estimates resulting from the design changes and COL delays will continue to be refined as more information becomes available. It is possible that these commercial matters may not be resolved in the near term.

In addition to the aforementioned unapproved change orders and claims for the Georgia Nuclear Project, the table above includes additional unapproved change orders and claims totaling approximately $58,600 related to other projects within our Engineering, Construction and Maintenance and Fabrication Services operating groups.

Our recorded unapproved change orders and claims reflect our best estimate of recovery amounts. However, the ultimate resolution and amounts received could differ from these estimates and could result in the reversal of previously recognized revenue and the repayment of amounts received in advance of resolution.

16. SEGMENT INFORMATION

In conjunction with the Shaw Acquisition, beginning in the first quarter of 2013, our management structure and internal and public segment reporting were aligned based upon the expanded services offered by the following four distinct operating groups:

Engineering, Construction and Maintenance. Engineering, Construction and Maintenance provides engineering, procurement, and construction for major energy infrastructure facilities, as well as comprehensive and integrated maintenance services, and includes our former Project Engineering and Construction segment and Shaw’s former Power and Plant Services segments. Revenue and income from operations of $28,498 and $2,510, respectively for our large mechanical erection project in the Asia Pacific region that was previously reported within our Steel Plate Structures segment (currently within our Fabrication Services operating group) in the prior year has been reclassified to our Engineering, Construction and Maintenance operating group to conform to its classification in the current year.

Fabrication Services. Fabrication Services provides fabrication of piping systems, process and nuclear modules, and fabrication and erection of steel plate storage tanks and pressure vessels for the oil and gas, water and wastewater, mining and power generation industries, and includes our former Steel Plate Structures segment and Shaw’s former Fabrication and Manufacturing segment. As discussed above, the results of our large mechanical erection project in the Asia Pacific region that was previously reported within our Steel Plate Structures segment in the prior year has been reclassified to our Engineering, Construction and Maintenance operating group to conform to its classification in the current year.

Technology. Technology provides licensed process technologies, catalysts, specialized equipment and engineered products for use in petrochemical facilities, oil refineries and gas processing plants, and offers process planning and project development services, and a comprehensive program of aftermarket support. The Technology segment primarily consists of CB&I’s former Lummus Technology segment.

Government Solutions. Government Solutions leads large, high-profile programs and projects, including design-build infrastructure projects, for federal, state and local governments, and provides full-scale environmental services for government and private sector clients, including remediation and restoration of contaminated sites, emergency response, and disaster recovery. The Government Solutions segment primarily consists of Shaw’s former Environmental and Infrastructure segment.

Our Chief Executive Officer evaluates the performance of these operating groups based upon revenue and income from operations. Each operating group’s income from operations reflects corporate costs, allocated based primarily upon revenue. Intersegment revenue is netted against the revenue of the segment receiving the intersegment services. For the first quarter 2013, intersegment revenue primarily related to services provided by our Fabrication Services operating group to our Engineering, Construction and Maintenance operating group, and totaled approximately $18,300. Intersegment revenue for the comparable prior year period was not significant.

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CHICAGO BRIDGE & IRON COMPANY N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents total revenue and income from operations by reporting segment:

	Three Months Ended
	March 31,
	2013			2012
Revenue
Engineering, Construction and Maintenance	$	1,430,135		$	709,781
Fabrication Services		495,048			391,433
Technology		151,482			100,053
Government Solutions		174,764			—
Total revenue	$	2,251,429		$	1,201,267
Income From Operations
Engineering, Construction and Maintenance	$	63,212		$	27,420
Fabrication Services		45,024			35,786
Technology		35,542			22,599
Government Solutions		3,992			—
Total operating groups	$	147,770		$	85,805
Acquisition-related costs		(61,256	)		—
Total income from operations	$	86,514		$	85,805

In conjunction with the Shaw Acquisition, our total assets increased significantly from December 31, 2012 to March 31, 2013. Our total assets by segment for both periods, were as follows:

	March 31,		December 31,
	2013		2012
Assets
Engineering, Construction and Maintenance	$	1,926,971	$	1,478,678
Fabrication Services		1,632,578		1,131,947
Technology		492,203		626,031
Government Solutions		672,750		—
Total tangible assets	$	4,724,502	$	3,236,656
Goodwill		3,366,591		926,711
Other intangible assets, net		557,768		166,308
Total assets	$	8,648,861	$	4,329,675

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is provided to assist readers in understanding our financial performance during the periods presented and significant trends that may impact our future performance. This discussion should be read in conjunction with our Financial Statements and the related notes thereto included elsewhere in this quarterly report.

OVERVIEW

We provide a wide range of services including conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services to customers in the energy infrastructure market throughout the world and are a provider of diversified government services. In conjunction with the Shaw Acquisition on February 13, 2013, beginning in the first quarter of 2013, our reporting segments are comprised of our four operating groups: Engineering, Construction and Maintenance; Fabrication Services; Technology; and Government Solutions. For comparative purposes only, the impact of the newly acquired Shaw operations will be broken out separately within the discussions of our operating groups.

We continue to be broadly diversified across the global energy infrastructure market. Our geographic diversity is illustrated by approximately 40% of our March 31, 2013 backlog being comprised of projects outside the U.S. The geographic mix of our revenue will evolve consistent with changes in our backlog mix, as well as shifts in future global energy demand. Our diversity in energy infrastructure end-markets ranges from upstream activities such as offshore oil and gas and onshore oil sands projects, to downstream activities such as gas processing, LNG, refining, and petrochemicals, to fossil and nuclear based power plants. Planned investments across the natural gas value chain, specifically LNG and gas processing, remain strong. Global investments in power, offshore and petrochemical facilities are expected to continue at robust levels, as are investments in various types of facilities which require storage structures and pre-fabricated pipe.

Our long-term contracts are awarded on a competitive bid and negotiated basis and we offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Under cost-reimbursable contracts, we generally perform our services in exchange for a price that consists of reimbursement of all customer-approved costs and a profit component, which is typically a fixed rate per hour, an overall fixed fee or a percentage of total reimbursable costs. Under fixed-price contracts, we perform our services and execute our projects at an established price. The timing of our revenue recognition may be impacted by the contracting structure of our contracts. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of our revenue. Fixed-price and hybrid contracts tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Our shorter term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit price basis. Our March 31, 2013 backlog distribution by contracting type is described below within our operating group discussion.

Engineering, Construction and Maintenance – Our Engineering, Construction and Maintenance operating group provides engineering, procurement, and construction for major energy infrastructure facilities, as well as comprehensive and integrated maintenance services. This segment includes our Oil and Gas business unit (formerly our Project Engineering and Construction segment) and Shaw’s former Power and Plant Services segments. The backlog and operating results of our large mechanical erection project in the Asia Pacific region that was previously reported within our Steel Plate Structures segment (currently within our Fabrication Services operating group) is now reported within our Engineering, Construction and Maintenance operating group to align with our current operating structure. Prior year information has been reclassified to conform to the current year classification.

Our Engineering, Construction and Maintenance operating group comprised $18.8 billion (74%) of our consolidated March 31, 2013 backlog. Backlog for the acquired Shaw Power and Plant Services business units (collectively “Power”) totaled $11.6 billion. The Engineering, Construction and Maintenance operating group backlog composition at March 31, 2013 was approximately 55% nuclear power, 15% LNG (including low temp and cryogenic), 10% gas processing, 5% fossil power, 5% oil sands, 5% refining, and 5% petrochemical and other end markets. Our nuclear and fossil power backlog was primarily concentrated in the U.S., where we anticipate continued opportunities. Our LNG backlog was primarily concentrated in the Asia Pacific region and we anticipate significant opportunities will continue to be derived from this region, in addition to North America. Our gas processing projects were primarily concentrated in the U.S. and the Asia Pacific region, where we anticipate continued strength. Our oil sands backlog was derived from Canada and we anticipate opportunities will continue from this region. The majority of our refining-related backlog was derived from South America. Our March 31, 2013 backlog distribution by contracting type was approximately 55% fixed-price and hybrid and 45% cost-reimbursable.

Fabrication Services – Our Fabrication Services operating group provides fabrication of piping systems, process and nuclear modules, and fabrication and erection of steel plate storage tanks and pressure vessels for the oil and gas, water and wastewater, mining and power generation industries. This segment includes our former Steel Plate Structures segment and Shaw’s former Fabrication and Manufacturing segment. As discussed above, the backlog and operating results of our large mechanical erection project in the Asia Pacific region that was previously reported within our Steel Plate Structures segment is now reported in our Engineering, Construction and Maintenance operating group. Prior year information has been reclassified to conform to the current year classification.

Our Fabrication Services operating group comprised approximately $3.3 billion (13%) of our consolidated March 31, 2013 backlog. Backlog for the acquired Shaw Fabrication and Manufacturing business unit totaled $857.1 million. The Fabrication Services backlog composition by end market at March 31, 2013 was approximately 40% LNG (including low temp and cryogenic), 25% nuclear, 15% petrochemical, 5% gas processing and 15% other end markets. Our March 31, 2013 backlog distribution by contracting type was approximately 85% fixed price and hybrid, with the remainder being cost-reimbursable or unit price based.

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Technology – Our Technology operating group provides licensed process technologies, catalysts, specialized equipment and engineered products for use in petrochemical facilities, oil refineries and gas processing plants and offers process planning and project development services, and a comprehensive program of aftermarket support. This segment primarily consists of CB&I’s former Lummus Technology segment. Our Technology operating group comprised $788.2 million (3%) of our consolidated March 31, 2013 backlog. Technology’s backlog excludes contracts related to our 50% owned CLG joint venture, which we do not consolidate. CLG income is recognized as equity earnings and is generated from technology licenses, engineering services and catalysts, primarily for the refining industry. Our March 31, 2013 backlog was primarily comprised of fixed-price contracts.

Government Solutions – Our Government Solutions operating group leads large, high-profile programs and projects, including design-build infrastructure projects, for federal, state and local governments, and provides full-scale environmental services for government and private sector clients, including remediation and restoration of contaminated sites, emergency response, and disaster recovery. This segment primarily consists of Shaw’s former Environmental and Infrastructure segment. Our Government Solutions operating group comprised approximately $2.6 billion (10%) of our consolidated March 31, 2013 backlog. The composition of the backlog by end market at March 31, 2013 was approximately 30% remediation and restoration; 30% EPC; 15% military base operations support services; 10% environmental consulting and engineering; 10% emergency response and disaster recovery; and 5% program and project management, and was primarily concentrated in the U.S. Our March 31, 2013 backlog was primarily comprised of cost-reimbursable contracts.

Our backlog consists of several thousand contracts, which are being executed globally. These contracts vary in size from less than one hundred thousand dollars in contract value to several billion dollars, with varying durations that can exceed five years. The differing types, sizes, and durations of our contracts, combined with their geographic diversity and stages of completion, often results in fluctuations in our quarterly operating group results as a percentage of operating group revenue. In addition, the relative contribution of each of our operating groups, and selling and administrative expense fluctuations, will impact our quarterly consolidated results as a percentage of consolidated revenue. Selling and administrative expense fluctuations are primarily impacted by our stock-based compensation costs, which are recognized predominantly in the first quarter of each year due to the timing of stock awards and the immediate expensing of awards for participants that are eligible to retire. Although quarterly variability is not unusual in our business, we are currently not aware of any fundamental change in our backlog or business that would give rise to future operating results that would be significantly different from our recent historical norms. However, the results of our new operating groups will be impacted by the acquired Shaw operations.

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RESULTS OF OPERATIONS

Our new awards, revenue and income from operations by operating group are as follows:

	Three Months Ended March 31,
	(In thousands)
				% of					% of
	2013			Total			2012		Total
New Awards
Engineering, Construction and Maintenance	$	1,000,450			52	%	$	1,155,395		68	%
Fabrication Services		707,706			36	%		410,923		24	%
Technology		152,748			8	%		129,043		8	%
Government Solutions		85,045			4	%		—		—
Total new awards	$	1,945,949					$	1,695,361
				% of					% of
	2013			Total			2012		Total
Revenue
Engineering, Construction and Maintenance	$	1,430,135			63	%	$	709,781		59	%
Fabrication Services		495,048			22	%		391,433		33	%
Technology		151,482			7	%		100,053		8	%
Government Solutions		174,764			8	%		—		—
Total revenue	$	2,251,429					$	1,201,267
				% of					% of
	2013			Revenue			2012		Revenue
Income From Operations
Engineering, Construction and Maintenance	$	63,212			4.4	%	$	27,420		3.9	%
Fabrication Services		45,024			9.1	%		35,786		9.1	%
Technology		35,542			23.5	%		22,599		22.6	%
Government Solutions		3,992			2.3	%		—		—
Total operating groups	$	147,770			6.6	%	$	85,805		7.1	%
Acquistion-related costs		(61,256	)					—
Total income from operations	$	86,514			3.8	%	$	85,805		7.1	%

Consolidated Results

New Awards/Backlog – New awards represent the value of new contract commitments received during a given period and are included in backlog until work is performed and revenue is recognized, or until cancellation. Our new awards may vary significantly each reporting period based upon the timing of our major new contract commitments. New awards were $1.9 billion for the first quarter 2013, compared to $1.7 billion for the corresponding 2012 period. The current year period included awards from the recently acquired Shaw operations (approximately $660.0 million), primarily within our Engineering, Construction and Maintenance operating group, while the prior year period benefited from a large oil sands award in Canada (approximately $750.0 million), also within our Engineering, Construction and Maintenance operating group. See Operating Group Results below for further discussion.

Backlog at March 31, 2013 was approximately $25.5 billion, compared to $10.9 billion at December 31, 2012, with the increase primarily reflecting the impact of the Shaw Acquisition (approximately $15.0 billion).

Revenue – Revenue was $2.3 billion for the first quarter 2013, representing a $1.1 billion increase (87%) from the corresponding 2012 period. Approximately $625.0 million of the increase was attributable to the impact of the Shaw Acquisition, primarily within our Engineering, Construction and Maintenance and Government Solutions operating groups. The remaining increase was primarily due to increased construction activities on our large LNG mechanical erection and gas processing projects in the Asia Pacific region, both within our Engineering, Construction and Maintenance operating group. Revenue for our Colombian refinery project within our Engineering, Construction and Maintenance operating group was approximately $225.0 million and $250.0 million (approximately 10% and 21% of our total revenue) for the 2013 and 2012 periods, respectively. See Operating Group Results below for further discussion.

Gross Profit – Our gross profit was $246.1 million (10.9% of revenue) for the first quarter 2013, compared with $153.3 million (12.8% of revenue) for the corresponding 2012 period. The increase in absolute dollars was attributable to higher revenue for each of our operating groups, including revenue attributable to the Shaw Acquisition. The decrease in gross profit as a percentage of revenue was primarily due to our Engineering, Construction and Maintenance operating group representing a larger portion of our consolidated revenue and the impact of the acquired Shaw operations.

29

Selling and Administrative Expense – Selling and administrative expense was $94.0 million (4.2% of revenue) for the first quarter 2013, compared with $63.2 million (5.3% of revenue) for the corresponding 2012 period. The absolute dollar increase was attributable to the impact of the Shaw Acquisition (approximately $24.0 million) and increases associated with our incentive plans and global administrative support costs (approximately $5.0 million), with the remaining increase being predominantly inflationary in nature. Our stock-based compensation costs, which are predominantly in selling and administrative expense, are higher in the first quarter of each year due to the immediate expensing of awards for those participants that are eligible to retire. First quarter stock-based compensation expense totaled $32.5 million and $22.3 million for 2013 and 2012, respectively, or 55% and 63% of estimated annual expense for each of the respective periods.

Intangibles Amortization – Intangibles amortization was $9.2 million for the first quarter 2013, compared to $6.1 million for the corresponding 2012 period. The increase over the prior year period was primarily due to $5.0 million of amortization recognized subsequent to the Acquisition Closing Date associated with the Shaw Acquisition.

Equity Earnings – Equity earnings were $4.5 million for the first quarter 2013, compared to $1.8 million for the corresponding 2012 period. The increase was primarily due to higher earnings from our unconsolidated CLG joint venture.

Acquisition-Related Costs – Acquisition-related costs of $61.3 million for the first quarter 2013 were comprised of transaction costs and change-in-control and severance-related costs associated with the Shaw Acquisition.

Income from Operations – Income from operations was $86.5 million (3.8% of revenue) for the first quarter 2013, versus $85.8 million (7.1% of revenue) for the corresponding 2012 period. The increase in absolute value and decrease as a percentage of revenue were due to the $61.3 million of Shaw Acquisition-related costs and other reasons noted above. See Operating Group Results below for further discussion.

Interest Expense and Interest Income – Interest expense was $22.7 million for the first quarter 2013, compared to $2.1 million for the corresponding 2012 period. Our 2013 results were impacted by interest and fees related to financing commitments associated with the Shaw Acquisition (approximately $20.0 million). Approximately $10.5 million of such interest related to one-time commitments satisfied during the quarter and interest and fees incurred prior to the Acquisition Closing Date. Interest income was $1.9 million for the first quarter 2013, compared to $2.2 million for the corresponding 2012 period.

Income Tax Expense – Income tax expense for the first quarter 2013 was $22.8 million (34.7% of pre-tax income), compared with $24.9 million (29.0% of pre-tax income) for the corresponding 2012 period. Our tax rate increased by approximately 3.0% due to the non-deductible nature of certain Shaw Acquisition-related costs. The remainder of the increase was due to a greater percentage of current year income being earned in higher tax rate jurisdictions outside the U.S., and increased U.S. income resulting from the acquired Shaw operations. Our tax rate may experience fluctuations due primarily to changes in the geographic distribution of our pre-tax income.

Net Income Attributable to Noncontrolling Interests – Noncontrolling interests are primarily associated with our large LNG mechanical erection and gas processing projects in the Asia Pacific region and certain operations in the U.S. and Middle East. Net income attributable to noncontrolling interests was $9.3 million for the first quarter 2013, compared to $1.5 million for the corresponding 2012 period. The change compared to 2012 was commensurate with the level of applicable operating results for the aforementioned projects in the Asia Pacific region. We expect to experience an increase in net income attributable to noncontrolling interests in future periods as these projects progress.

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Operating Group Results

Engineering, Construction and Maintenance

For comparative purposes only, the acquired Shaw Power results within our Engineering, Construction and Maintenance operating group have been shown separately below given there are no associated results in the 2012 period.

	Three Months Ended March 31,
	(In thousands)
			% of					% of
	2013		Total			2012		Total
New Awards
Oil and Gas	$	473,150		47	%	$	1,155,395		100	%
Power		527,300		53	%		—		—
Total New Awards	$	1,000,450				$	1,155,395
Revenue
Oil and Gas	$	1,056,353		74	%	$	709,781		100	%
Power		373,782		26	%		—		—
Total Revenue	$	1,430,135				$	709,781
			% of					% of
			Revenue					Revenue
Income From Operations
Oil and Gas	$	44,370		4.2	%	$	27,420		3.9	%
Power		18,842		5.0	%		—		—
Total Income From Operations	$	63,212		4.4	%	$	27,420		3.9	%

New Awards – New awards were $1.0 billion for the first quarter 2013, compared with $1.2 billion for the corresponding 2012 period. In addition to the impact of the Shaw Acquisition ($527.3 million), which included an extended commitment on an existing nuclear maintenance contract (approximately $445.0 million), significant new awards during 2013 included engineering services for an offshore LNG platform in the Norwegian Sea (approximately $180.0 million) and scope increases on our refinery project in Colombia (approximately $175.0 million). Significant new awards for the first quarter 2012 included the full release of EPC services for an oil sands project in Canada (approximately $750.0 million), front end engineering design (“FEED”) and project management services for a refinery in the Middle East (approximately $40.0 million), and various other awards, primarily in Europe.

Revenue – Revenue was $1.4 billion for the first quarter 2013, representing an increase of $720.4 million (101%) compared with the corresponding 2012 period. Our 2013 results benefited from the impact of the Shaw Acquisition ($373.8 million), increased construction activities on our LNG mechanical erection and gas processing projects in the Asia Pacific region (approximately $130.0 million and $70.0 million, respectively), higher petrochemical project revenue in the U.S (approximately $57.0 million), increased progress on the expansion phase of our Canadian oil sands projects (approximately $80.0 million), and various projects in the Middle East, partly offset by the wind down of the initial phase of our Canadian oil sands projects (approximately $38.0 million). Approximately $122.1 million of the operating group’s revenue was attributable to our nuclear projects in Georgia and South Carolina, for which revenue is anticipated to increase as construction activities progress.

Income From Operations – Income from operations for the first quarter 2013 was $63.2 million (4.4% of revenue) versus $27.4 million (3.9% of revenue) for the corresponding 2012 period. Our 2013 results benefited from the impact of the Shaw Acquisition ($18.8 million) and generally benefited from the impact of higher revenue volume and related leverage of our operating costs, and savings on various projects, primarily in the Middle East and Europe (collectively approximately $16.0 million), partly offset by cost increases for a project in the U.S (approximately $14.0 million).

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Fabrication Services

For comparative purposes only, the acquired Shaw Fabrication and Manufacturing results within our Fabrication Services operating group have been shown separately below, given there are no associated results in the 2012 period.

	Three Months Ended March 31,
	(In thousands)
			% of					% of
	2013		Total			2012		Total
New Awards
Steel Plate Structures	$	662,588		94	%	$	410,923		100	%
Fabrication and Manufacturing		45,118		6	%		—		—
Total New Awards	$	707,706				$	410,923
Revenue
Steel Plate Structures	$	418,383		85	%	$	391,433		100	%
Fabrication and Manufacturing		76,665		15	%		—		—
Total Revenue	$	495,048				$	391,433
			% of					% of
			Revenue					Revenue
Income From Operations
Steel Plate Structures	$	35,736		8.5	%	$	35,786		9.1	%
Fabrication and Manufacturing		9,288		12.1	%		—		—
Total Income From Operations	$	45,024		9.1	%	$	35,786		9.1	%

New Awards – New awards were $707.7 million for the first quarter 2013, compared with $410.9 million for the corresponding 2012 period. In addition to the impact of the Shaw Acquisition ($45.1 million), significant new awards during 2013 included LNG storage tanks and facilities for two projects in the Asia Pacific region (approximately 180.0 million and $80.0 million) and ethane storage tanks in the U.S. (approximately $110.0 million). Significant new awards for the first quarter 2012 included petroleum storage tank work in the U.S. (approximately $60.0 million) and Canada (approximately $55.0 million), oil sands related work in Canada (approximately $50.0 million) and various other storage tank awards throughout the world.

Revenue – Revenue was $495.0 million for the first quarter 2013, representing an increase of $103.6 million (26%) compared with the corresponding 2012 period. Our 2013 results benefited from the impact of the Shaw Acquisition ($76.7 million), increased construction activity on various LNG tank projects in the Asia Pacific region (approximately $43.0 million), and increased storage tank work in Canada and the U.S. (approximately $38.0 million), partly offset by the wind down of various projects in the Middle East (approximately $55.0 million).

Income From Operations – Income from operations for the first quarter 2013 was $45.0 million (9.1% of revenue) versus $35.8 million (9.1% of revenue) for the corresponding 2012 period. Our 2013 results benefited from the impact of the Shaw Acquisition ($9.3 million) and generally benefited from the impact of higher revenue volume and related leverage of our operating costs, and savings on various projects in the Caribbean and South America (approximately $9.0 million), offset by the prior year period including savings on a project in the Middle East (approximately $11.0 million).

Technology

New Awards – New awards were $152.7 million for the first quarter 2013, compared with $129.0 million for the corresponding 2012 period. The first quarter 2013 included an award for the license and engineering design of a propane dehydrogenation unit in the Asia Pacific region (approximately $18.0 million), while the prior year included an award for heat transfer equipment and engineering and design for a refinery in Russia (approximately $60.0 million). The award activity in 2013 and 2012 was primarily located in the Asia Pacific region, North America, Russia and India.

Revenue – Revenue was $151.5 million for the first quarter 2013, representing an increase of $51.4 million (51%) compared with the corresponding 2012 period. The increase was primarily attributable to a greater volume of heat transfer and licensing revenue due to a higher opening backlog entering 2013 versus 2012.

Income From Operations – Income from operations for the first quarter 2013 was $35.5 million (23.5% of revenue) versus $22.6 million (22.6% of revenue) for the corresponding 2012 period. Our 2013 results benefited from increased revenue volume and increased equity earnings ($3.2 million), partly offset by better margins realized on our 2012 licensing and heat transfer activity.

Government Solutions

New Awards/Revenue/Income From Operations – For the first quarter 2013, we had new awards of $85.0 million, revenue of $174.8 million and income from operations of $4.0 million (2.3% of revenue). Our results for the period were impacted by uncertainty with respect to Federal government funding and spending.

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LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents—At March 31, 2013, cash and cash equivalents were $392.8 million.

Operating Activities—During the first three months of 2013, net cash used in operating activities was $312.2 million, primarily resulting from cash generated from earnings, offset by an increase in accounts receivable of $153.6 million (including an increase of $123.9 million from the Acquisition Closing Date associated with the acquired Shaw operations), a net increase in contracts in progress of $180.0 million (including an increase of $44.4 million from the Acquisition Closing Date associated with the acquired Shaw operations) and a decrease in accrued and other non-current liability balances of $138.0 million. Our accounts receivable, accounts payable and net contracts in progress balances fluctuate based on the size of our projects and changing mix of cost-reimbursable versus fixed-price backlog, as our cost-reimbursable projects tend to have a greater working capital requirement. These balances are also impacted at period-end by the timing of accounts receivable collections and accounts payable payments for our large projects. The increases in these balances were primarily due to project movements for the acquired Shaw operations from the Acquisition Closing Date and a greater percentage of our revenue being derived from our large cost-reimbursable projects. The decrease in accrued and other non-current liabilities was primarily due to the payment of acquisition-related costs and annual incentive plan and savings plan obligations during the first quarter.

Investing Activities—During the first three months of 2013, net cash used in investing activities was $1.8 billion, primarily resulting from the cash purchase price of $1.7 billion for the Shaw Acquisition, net of unrestricted cash acquired of $1.2 billion, net cash transferred to restricted cash of $37.5 million and capital expenditures of $14.9 million.

We will continue to evaluate and selectively pursue other opportunities for additional expansion of our business through the acquisition of complementary businesses and technologies. These acquisitions may involve the use of cash or may require further debt or equity financing.

Financing Activities (Including Acquisition-Related Financing)—During the first three months of 2013, net cash provided by financing activities was $1.8 billion, primarily related to financing required to fund the Shaw Acquisition on February 13, 2013, as more fully described in Note 4 to our Financial Statements. We completed the Shaw Acquisition for a purchase price of approximately $3.4 billion, comprised of approximately $2.9 billion in cash consideration and approximately $498.5 million in equity consideration. The cash consideration was funded using approximately $1.1 billion from existing cash balances of CB&I and Shaw on the Acquisition Closing Date, and the remainder was funded using $1.8 billion in debt financing, which consisted of a four-year, $1.0 billion unsecured Term Loan and $800.0 million in Senior Notes. The Term Loan was funded during the first quarter of 2013; however, the Senior Notes were funded into an escrow account on December 28, 2012, but remained restricted from use until the Acquisition Closing Date. Shaw’s unrestricted cash balance on the Acquisition Closing Date totaled approximately $1.2 billion, resulting in a cash purchase price, net of unrestricted cash acquired, of approximately $1.7 billion.

In addition to our acquisition-related financing, we had net cash inflows of $89.2 million associated with our revolving facilities, including borrowings of $116.2 million, partly offset by deferred financing costs of $27.0 paid during the period associated with the Shaw Acquisition. Additional cash inflows for the period included tax benefits associated with tax deductions in excess of recognized stock-based compensation costs of $10.8 million and cash proceeds from the issuance of shares associated with our stock plans of $14.9 million. These cash inflows were partly offset by a net cash outflow of $44.7 million associated with the repayment of Shaw’s obligation related to the Westinghouse Bonds (as further described in Note 9 to our Financial Statements), repayment of $18.8 million on our Term Loan, share repurchases totaling $23.8 million associated with stock-based compensation-related withholding taxes on taxable share distributions, dividends paid to our shareholders of $5.3 million and distributions to our noncontrolling interest partners of $1.1 million.

Effect of Exchange Rate Changes on Cash and Cash Equivalents—During the first three months of 2013, our cash and cash equivalents balance decreased by $7.2 million due to the impact of changes in functional currency exchange rates against the U.S. dollar for non-U.S. dollar cash balances, primarily the Euro and British Pound. The unrealized loss on our cash and cash equivalents balance resulting from this exchange rate movement is reflected in the cumulative translation adjustment component of OCI. Our cash and cash equivalents held in non-U.S. dollar currencies is used primarily for project-related and other operating expenditures in those currencies, and therefore, our exposure to realized exchange gains and losses is not anticipated to be material.

Acquisition-Related Costs—During the three months ended March 31, 2013, we incurred approximately $19.9 million and $61.3 million of financing and acquisition-related costs, respectively, related to the Shaw Acquisition. Financing-related costs were recognized in interest expense and approximately $10.5 million of these costs related to one-time commitments satisfied during the quarter and interest and fees incurred prior to the Acquisition Closing Date. Acquisition-related costs included transaction costs and change-in-control and severance-related costs.

Letters of Credit/Bank Guarantees/Debt/Surety Bonds—Our primary internal source of liquidity is cash flow generated from operations. Capacity under the revolving credit facilities discussed below is also available, if necessary, to fund operating or investing activities.

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We have a four-year, $1.1 billion, committed and unsecured Revolving Facility with JPMorgan as administrative agent, and BofA as syndication agent, which expires in July 2014. The Revolving Facility was amended effective December 21, 2012 to allow for the Shaw Acquisition and related financing, as further described below. The Revolving Facility, as amended, has a borrowing sublimit of $550.0 million and certain financial covenants, including a temporary maximum leverage ratio of 3.25 beginning at the Acquisition Closing Date, with such maximum declining to its previous level of 2.50 within six quarters of the Acquisition Closing Date, a minimum fixed charge coverage ratio of 1.75, and a minimum net worth level calculated as $1.5 billion at March 31, 2013. The Revolving Facility also includes customary restrictions regarding subsidiary indebtedness, sales of assets, liens, investments, type of business conducted and mergers and acquisitions, as well as a trailing twelve-month limitation of $300.0 million for dividend payments and share repurchases (subject to certain financial covenants) among other restrictions. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee and commitment fee percentages are based upon our quarterly leverage ratio. In the event that we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At March 31, 2013, we had no outstanding borrowings under the facility, but had $374.2 million of outstanding letters of credit, providing $725.8 million of available capacity. Such letters of credit are generally issued to customers in the ordinary course of business to support advance payments and performance guarantees, in lieu of retention on our contracts, or in certain cases, are issued in support of our insurance program. During the three-months ended March 31, 2013, our maximum outstanding borrowings under the facility were $70.0 million.

We also have a five-year, $650.0 million, committed and unsecured Second Revolving Facility with BofA, as administrative agent, and Credit Agricole, as syndication agent, which expires in February 2018. The Second Revolving Facility supplements our Revolving Facility, has a $487.5 million borrowing sublimit and financial and restrictive covenants similar to those noted above for the Revolving Facility. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages are based upon our quarterly leverage ratio. In the event that we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At March 31, 2013, we had $97.0 million of outstanding borrowings and $130.5 million of outstanding letters of credit under the facility (including $124.6 million used to replace Shaw’s previous credit facilities), providing $422.5 million of available capacity. During the three months ended March 31, 2013, our maximum outstanding borrowings under the facility were $233.0 million.

We have $981.3 million remaining on a four-year, $1.0 billion unsecured Term Loan with BofA as administrative agent, which was used to fund a portion of the Shaw Acquisition on the Acquisition Closing Date. Interest and principal under the Term Loan is payable quarterly in arrears and bears interest at LIBOR plus an applicable floating margin. However, we entered into an interest rate swap on February 28, 2013 to hedge against $505.0 million of the $1.0 billion Term Loan, which resulted in a weighted average interest rate of approximately 2.47% during the three months ended March 31, 2013, inclusive of the applicable floating margin of 2.0%. Annual maturities for the Term Loan are $75.0 million, $100.0 million, $100.0 million, $150.0 million and $575.0 million in 2013, 2014, 2015, 2016 and 2017 respectively. The Term Loan has financial and restrictive covenants similar to those noted above for the Revolving Facility.

We have a series of Senior Notes totaling $800.0 million in the aggregate, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Agricole, as administrative agents, which were used to fund a portion of the Shaw Acquisition. The Senior Notes were funded into an escrow account on December 28, 2012, and were restricted from use until the Acquisition Closing Date. Accordingly, the escrowed funds were recorded as restricted cash, and the Senior Notes were recorded as long-term debt, on our December 31, 2012 Balance Sheet. The Senior Notes have financial and restrictive covenants similar to those noted above for the Revolving Facility and include Series A through D, which contain the following terms:

• Series A—Interest due semi-annually at a fixed rate of 4.15%, with principal of $150.0 million due in December 2017

• Series B—Interest due semi-annually at a fixed rate of 4.57%, with principal of $225.0 million due in December 2019

• Series C—Interest due semi-annually at a fixed rate of 5.15%, with principal of $275.0 million due in December 2022

• Series D—Interest due semi-annually at a fixed rate of 5.30%, with principal of $150.0 million due in December 2024

Uncommitted Facilities—We also have various short-term, Uncommitted Facilities across several geographic regions of approximately $1.8 billion. These facilities are generally used to provide letters of credit or bank guarantees to customers to support advance payments and performance guarantees in the ordinary course of business or in lieu of retention on our contracts. At March 31, 2013, we had $19.2 million of outstanding borrowings and $749.7 million of outstanding letters of credit under these facilities (including $100.0 million used to replace Shaw’s previous credit facilities), providing $1.1 billion of available capacity. In addition to providing letters of credit or bank guarantees, we also issue surety bonds in the ordinary course of business to support our contract performance.

At March 31, 2013, we were in compliance with all of our restrictive and financial covenants, with a leverage ratio of 2.09, a fixed charge coverage ratio of 4.83, and net worth of $1.9 billion. Our ability to remain in compliance with our lending facilities could be impacted by circumstances or conditions beyond our control, including, but not limited to, the delay or cancellation of projects, changes in foreign currency exchange or interest rates, performance of pension plan assets, or changes in actuarial assumptions. Further, we could be impacted if our customers experience a material change in their ability to pay us, if the banks associated with our lending facilities were to cease or reduce operations, or if there is a full or partial break-up of the European Union or its currency, the Euro.

Shelf Registration Statement—We have a shelf registration statement with the SEC that expires on June 18, 2015. The shelf registration statement enables us to offer and sell shares of our common stock and issue debt securities (collectively, the “Securities”) from time to time subsequent to the filing of a prospectus supplement which, among other things, identifies the sales agent, specifies the number and value of Securities that may be sold, and provides the time frame over which Securities may be offered.

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Contractual Obligations— The following represents an update to contractual obligations previously disclosed in our 2012 Annual Report, primarily resulting from the Shaw Acquisition:

	Payments Due by Period
	Total		Remainder of 2013		2014 - 2015		2016 - 2017		Thereafter
Operating leases (1)	$	500,127	$	93,841	$	163,489	$	100,415	$	142,382
Term Loan (2)		1,057,661		73,697		240,484		743,480		—
Total contractual obligations	$	1,557,788	$	167,538	$	403,973	$	843,895	$	142,382

⁽¹⁾  Includes approximately $27.5 million of minimum lease payments that are contractually recoverable through our cost-reimbursable projects.

⁽²⁾  Includes interest accruing at a fixed rate of 2.42%, inclusive of our interest rate swap (see above).

Other—We believe our cash on hand, cash generated from operations, amounts available under our Revolving Facility, Second Revolving Facility and Uncommitted Facilities, and other external sources of liquidity, such as the issuance of debt and equity instruments, will be sufficient to finance our capital expenditures, settle our commitments and contingencies (as more fully described in Note 9 and Note 12 to our Financial Statements) and address our working capital needs for the foreseeable future. However, there can be no assurance that such funding will continue to be available, as our ability to generate cash flow from operations and our ability to access funding under our Revolving Facility, Second Revolving Facility and Uncommitted Facilities at reasonable terms, may be impacted by a variety of business, economic, legislative, financial and other factors, which may be outside of our control.

Additionally, while we currently have significant uncommitted bonding facilities, primarily to support various commercial provisions in our contracts, a termination or reduction of these bonding facilities could result in the utilization of letters of credit in lieu of performance bonds, thereby reducing the available capacity under the Revolving Facility and Second Revolving Facility. Although we do not anticipate a reduction or termination of the bonding facilities, there can be no assurance that such facilities will continue to be available at reasonable terms to service our ordinary course obligations.

A portion of our pension plans assets are invested in European Union government securities, which could be impacted by economic turmoil in Europe or a full or partial break-up of the European Union or its currency, the Euro. However, given the long-term nature of pension funding requirements, in the event any of our pension plans (including those with investments in European Union government securities) become materially underfunded from a decline in value of our plan assets, we believe our cash on hand and amounts available under our existing revolving and uncommitted facilities would be sufficient to fund any increases in future contribution requirements.

We are a defendant in a number of lawsuits arising in the normal course of business and we have in place appropriate insurance coverage for the type of work that we perform. As a matter of standard policy, we review our litigation accrual quarterly and as further information is known on pending cases, increases or decreases, as appropriate, may be recorded. See Note 12 to our Financial Statements for a discussion of pending litigation, including lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed.

OFF-BALANCE SHEET ARRANGEMENTS

We use operating leases for facilities and equipment when they make economic sense, including sale-leaseback arrangements. Our sale-leaseback arrangements are not material to our Financial Statements, and we have no other significant off-balance sheet arrangements.

NEW ACCOUNTING STANDARDS

See the applicable section of Note 2 to our Financial Statements for a discussion of new accounting standards.

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2012 QUARTERLY SEGMENT INFORMATION

As discussed in Note 16 to our Financial Statements, in conjunction with the Shaw Acquisition, beginning in the first quarter of 2013, our management structure and internal and public segment reporting were realigned based upon the expanded services offered by our four distinct operating groups: Engineering, Construction and Maintenance; Fabrication Services; Technology; and Government Solutions. As discussed above, the results of our large mechanical erection project in the Asia Pacific region that were previously reported within our Steel Plate Structures segment (currently within our Fabrication Services operating group) in the prior year are now reported within our Engineering, Construction and Maintenance operating group. The following represents our 2012 quarterly new awards, revenue and income from operations adjusted to reflect the reclassification of amounts related to this project to align with our current reporting structure:

	Three Months Ended
	March 31, 2012		June 30, 2012			September 30, 2012			December 31, 2012			Full Year 2012
New Awards
Engineering, Construction and Maintenance	$	1,155,395	$	1,350,101		$	350,812		$	2,258,963		$	5,115,271
Fabrication Services		410,923		168,167			437,366			447,522			1,463,978
Technology		129,043		311,493			141,934			144,251			726,721
Government Solutions		—		—			—			—			—
Total new awards	$	1,695,361	$	1,829,761		$	930,112		$	2,850,736		$	7,305,970
Revenue
Engineering, Construction and Maintenance	$	709,781	$	759,817		$	871,084		$	964,695		$	3,305,377
Fabrication Services		391,433		451,062			425,360			424,678			1,692,533
Technology		100,053		88,650			150,498			148,095			487,296
Government Solutions		—		—			—			—			—
Total revenue	$	1,201,267	$	1,299,529		$	1,446,942		$	1,537,468		$	5,485,206
Income From Operations
Engineering, Construction and Maintenance	$	27,420	$	36,035		$	45,400		$	59,612		$	168,467
Fabrication Services		35,786		46,388			45,208			43,398			170,780
Technology		22,599		22,216			41,077			41,504			127,396
Government Solutions		—		—			—			—			—
Total operating groups	$	85,805	$	104,639		$	131,685		$	144,514		$	466,643
Acquisition-related costs		—		(1,500	)		(3,500	)		(6,000	)		(11,000	)
Total income from operations	$	85,805	$	103,139		$	128,185		$	138,514		$	455,643

CRITICAL ACCOUNTING ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We continually evaluate our estimates based upon historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our management has discussed the development and selection of our critical accounting estimates with the Audit Committee of our Supervisory Board of Directors. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our Financial Statements:

Revenue Recognition—Revenue for our operating groups is primarily derived from long-term contracts for which revenue is recognized using the POC method, primarily based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract. We follow the guidance of FASB ASC Revenue Recognition Topic 605-35 for accounting policies relating to our use of the POC method, estimating costs, and revenue recognition, including the recognition of incentive fees, unapproved change orders and claims, and combining and segmenting contracts. We primarily utilize the cost-to-cost approach to estimate POC as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. Significant estimates that impact the cost to complete each contract are costs of engineering, materials, components, equipment, labor and subcontracts; labor productivity; schedule durations, including subcontract and supplier progress; liquidated damages; contract disputes, including claims; achievement of contractual performance requirements; and contingency, among others. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates.

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Our long-term contracts are awarded on a competitive bid and negotiated basis and the timing of revenue recognition may be impacted by the terms of such contracts. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Fixed-price contracts, and hybrid contracts with a more significant fixed-price component, tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of revenue recognition. Our shorter term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit price basis.

Contract revenue for our long-term contracts reflects the original contract price adjusted for approved change orders and estimated recoveries for incentive fees, unapproved change orders and claims. We recognize revenue associated with incentives fees when the value can be reliably estimated and realization is reasonably assured. We recognize revenue associated with unapproved change orders and claims to the extent that related costs have been incurred, recovery is probable and the value can be reliably estimated. Our recorded incentive fees, unapproved change orders and claims reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates. See Note 15 for additional discussion of our unapproved change orders and claims.

With respect to our EPC services, our contracts are not segmented between types of services, such as engineering and construction, if each of the EPC components is negotiated concurrently or if the pricing of any such services is subject to the ultimate negotiation and agreement of the entire EPC contract. However, we segment an EPC contract if it includes technology or fabrication services provided by a differing operating group and the technology or fabrication scope is independently negotiated and priced. In addition, an EPC contract including technology or fabrication services may be segmented if we satisfy the segmenting criteria in ASC 605-35. Revenue recorded in these situations is based on our prices and terms for similar services to third party customers. Segmenting a contract may result in different interim rates of profitability for each scope of service than if we had recognized revenue on a combined basis. In some instances, we may combine contracts that are entered into in multiple phases, but are interdependent and include pricing considerations by us and the customer that are impacted by all phases of the project. Otherwise, if each phase is independent of the other and pricing considerations do not give effect to another phase, the contracts will not be combined.

Cost of revenue for our long-term contracts includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, completion of certain phases of the work, or when services are provided. Cumulative costs and estimated earnings recognized to-date in excess of cumulative billings is reported on the Balance Sheet as costs and estimated earnings in excess of billings. Cumulative billings in excess of cumulative costs and estimated earnings recognized to-date is reported on the Balance Sheets as billings in excess of costs and estimated earnings. Any uncollected billed revenue, including contract retentions, is reported as accounts receivable. At March 31, 2013 and December 31, 2012, accounts receivable included contract retentions of approximately $48.2 million and $37.2 million, respectively. Contract retentions due beyond one year were not significant at March 31, 2013 or December 31, 2012.

Revenue for our government contracts and cost-reimbursable service contracts that do not satisfy the criteria for revenue recognition under the POC method, is generally recorded at the time services are performed.

Revenue for our pipe and steel fabrication and catalyst manufacturing contracts that are independent of an EPC contract, or for which we satisfy the segmentation criteria discussed above, is recognized upon shipment of the fabricated or manufactured units. During the fabrication or manufacturing process, all related direct and allocable indirect costs are capitalized as work in process inventory and such costs are recorded as cost of revenue at the time of shipment.

Financial Instruments—We utilize derivative instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below:

• Foreign Currency Exchange Rate Derivatives—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of credit risk and forward points, instruments deemed ineffective during the period and instruments that we do not designate as cash flow hedges are recognized within cost of revenue.

• Interest Rate Derivatives—Our interest rate derivatives are limited to a swap arrangement entered on February 28, 2013 to hedge against interest rate variability associated with $505.0 million of our $1.0 billion Term Loan. The swap arrangement is designated as a cash flow hedge, as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Therefore, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using currently enacted income tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The final realization of deferred tax assets depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions.

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At December 31, 2012, we had a recorded net deferred tax asset (“DTA”) of $21.9 million related to net operating losses (“NOLs”) generated in the U.K. We also had a valuation allowance against $74.6 million of U.K. NOLs for which we believe it is more likely than not that the NOLs will not be utilized. The U.K. NOL DTA was recorded primarily in 2007 and 2008 and relates to losses incurred during those years on two large fixed-price projects that were completed in the first quarter of 2010. We have had no material release of valuation allowance since it was initially recorded. On a periodic and ongoing basis we evaluate our recorded U.K NOL and assess the appropriateness of our valuation allowance. Our assessment includes, among other things, the value and quality of backlog, an evaluation of existing and anticipated market conditions, an analysis of historical results and projections of future income, and strategic plans and alternatives for our U.K. operations. We consider the impact of these and other factors, including the indefinite-lived nature of the U.K. NOLs, and determine whether an adjustment to our valuation allowance is required. Based on this analysis, we believe it is more likely than not that we will generate sufficient future taxable income to realize our U.K. NOL DTA. In order to realize the U.K. NOL DTA, our U.K. operations will need to generate taxable income of approximately $95.0 million. Based on this same analysis and as described above, we do not believe it is more likely than not that we will utilize our U.K. NOLs in excess of the amounts recorded. However, better than anticipated future operating results or a significant increase in backlog could impact our assessment and result in future changes in valuation allowance.

We provide income tax and associated interest reserves, where applicable, in situations where we have and have not received tax assessments. Tax and associated interest reserves are provided in those instances where we consider it more likely than not that additional tax will be due in excess of amounts reflected in income tax returns filed worldwide. At March 31, 2013, our reserves totaled approximately $11.6 million, including $6.4 million from the Shaw Acquisition. If these income tax benefits are ultimately recognized, approximately $8.0 million would impact the effective tax rate as we are contractually indemnified for the remaining balances. At December 31, 2012, our reserves totaled approximately $5.2 million. As a matter of standard policy, we continually review our exposure to additional income tax obligations and as further information is known or events occur, changes in our tax and interest reserves may be recorded within income tax expense and interest expense, respectively.

Insurance—We maintain insurance coverage for various aspects of our business and operations. However, we retain a portion of anticipated losses through the use of deductibles and self-insured retentions for our exposures related to third-party liability and workers’ compensation. We regularly review estimates of reported and unreported claims through analysis of historical and projected trends, in conjunction with actuaries and other consultants, and provide for losses through insurance reserves. As claims develop and additional information becomes available, adjustments to loss reserves may be required. If actual results are not consistent with our assumptions, we may be exposed to gains or losses that could be material.

Recoverability of Goodwill and Long-Lived Assets—Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually (at the reporting unit level), absent any indicators of impairment. As part of our annual impairment assessment, we first perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a two-phase quantitative assessment is deemed necessary for a reporting unit, based on the qualitative assessment, it would require us to allocate goodwill to the applicable reporting unit, compare its fair value to the carrying amount, including goodwill, and then, if necessary, record a goodwill impairment charge in an amount equal to the excess, if any, of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill.

To the extent a quantitative assessment is required, the implied fair value of each applicable reporting unit would be derived using the discounted cash flow method. This methodology is based, to a large extent, on assumptions about future events, which may or may not occur as anticipated, and such deviations could have a significant impact on the calculated estimated fair values of our reporting units. These assumptions include, but are not limited to, estimates of future growth rates, discount rates and terminal values of reporting units. Our goodwill balance at March 31, 2013 was $3.4 billion, including $2.4 billion associated with the Shaw Acquisition. Based upon our most recent goodwill impairment assessment during the fourth quarter of 2012 and our current assessment of goodwill acquired in conjunction with the Shaw Acquisition, each of our reporting units continue to have estimated fair values that are substantially in excess of their carrying values.

We amortize our finite-lived intangible assets utilizing either a straight-line or other basis that reflects the period the associated contractual or economic benefits are expected to be realized, with lives ranging from 2 to 20 years, absent any indicators of impairment. We review tangible assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group will be compared to the asset’s carrying amount to determine if impairment exists. We noted no indicators of impairment during the three months ended March 31, 2013. See Note 6 to our Financial Statements for further discussion regarding goodwill and other intangible assets.

Acquisition-Related Purchase Price Allocation—The aggregate purchase price for the Shaw Acquisition was allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the Acquisition Closing Date, which were based, in part, upon outside preliminary appraisals for certain assets, including specifically-identified intangible assets. The excess of the purchase price over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired totaling $2.4 billion, was recorded as goodwill. Our purchase price allocation was based upon preliminary information that is subject to change when additional information concerning final asset and liability valuations is obtained. We have not completed our final assessment of the fair value of purchased intangible assets, property and equipment, inventory, tax balances, contingent liabilities, long-term leases or acquired contracts. Our final purchase price allocation may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.

Partnering Arrangements—In the ordinary course of business, we execute specific projects and conduct certain operations through partnering ventures. We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights. The venture entity generally contracts directly with the third party customer; however, services may be performed directly by the venture entity, or may be performed by us or our partners, or a combination thereof.

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Venture net assets consist primarily of cash, working capital and property and equipment, and assets may be restricted from being used to fund obligations outside of the venture. These ventures typically have limited third-party debt or have debt that is non-recourse in nature; however, they may provide for capital calls to fund operations or require participants in the venture to provide additional financial support, including advance payment or retention letters of credit.

Each venture is assessed at inception and on an ongoing basis as to whether it qualifies as a VIE under the consolidations guidance in FASB ASC 810. Our ventures generally qualify as a VIE when they (1) meet the definition of a legal entity, (2) absorb the operational risk of the projects being executed, creating a variable interest, and (3) lack sufficient capital investment from the partners, potentially resulting in the venture requiring additional subordinated financial support, if necessary, to finance its future activities.

If at any time a venture qualifies as a VIE, we are required to perform a qualitative assessment to determine whether we are the primary beneficiary of the VIE and therefore, need to consolidate the VIE. We are the primary beneficiary if we have (1) the power to direct the economically significant activities of the VIE and (2) the right to receive benefits from, and obligation to absorb losses of, the VIE. If the venture is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the venture, we consolidate the venture. If we are not determined to be the primary beneficiary of the VIE, or only have the ability to significantly influence, rather than control the venture, we do not consolidate the venture. We account for unconsolidated ventures using the equity method or proportionate consolidation. At March 31, 2013 and December 31, 2012, we had no material proportionately consolidated ventures. See Note 7 for additional discussion of our material partnering arrangements.

Inventory—Inventory is recorded at the lower of cost or market and cost is determined using the FIFO or weighted-average cost method. The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to current locations and conditions. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. See Note 5 for additional disclosures associated with our inventory.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, including all documents incorporated by reference, 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 2012 Annual Report, which cautionary statements are incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk—We are exposed to market risk associated with changes in foreign currency exchange rates, which may adversely affect our results of operations and financial condition. One form of exposure to fluctuating exchange rates relates to the effects of translating financial statements of foreign operations (primarily Australian Dollar, Canadian Dollar and Euro denominated) into our reporting currency, which are recognized as a cumulative translation adjustment in AOCI. We generally do not hedge our exposure to potential foreign currency translation adjustments.

We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses exclusive of credit risk and forward points are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of credit risk and forward points, instruments deemed ineffective during the period and instruments that we do not designate as cash flow hedges are recognized within cost of revenue and were not material for the three months ended March 31, 2013.

At March 31, 2013, the notional value of our outstanding forward contracts to hedge certain foreign currency exchange-related operating exposures was $150.6 million, including net foreign currency exchange rate exposure associated with the purchase of U.S. Dollars ($87.5 million), Euros ($25.7 million), Singapore Dollars ($17.5 million), British Pounds ($9.6 million), Chinese Renminbi ($5.8 million) and Thai Baht ($4.5 million). The total net fair value of these contracts was a loss of approximately $2.2 million at March 31, 2013. The potential change in fair value for our outstanding contracts resulting from a hypothetical ten percent change in quoted foreign currency exchange rates would have been approximately $16.3 million at March 31, 2013. This potential change in fair value of our outstanding contracts would be offset by the change in fair value of the associated underlying operating exposures.

Interest Rate Risk—On February 28, 2013, we entered an interest rate swap to hedge against interest rate variability associated with $505.0 million of our $1.0 billion Term Loan. The swap arrangement has been designated as a cash flow hedge as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Accordingly, changes in the fair value of the interest rate swap are recognized in AOCI. The total net fair value of the contract was a loss of approximately $1.3 million at March 31, 2013. The potential change in fair value for our interest rate swap resulting from a hypothetical one percent change in the LIBOR rate would not have been approximately $14.8 million at March 31, 2013.

39

Other—The carrying values of our accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. At March 31, 2013, the fair value of our Term Loan, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value as interest is based upon LIBOR plus an applicable floating spread and is paid quarterly in arrears. See Note 10 to our Financial Statements for additional discussion of our financial instruments. At March 31, 2013, the fair value of our Senior Notes, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value.

Item 4. Controls and Procedures

Disclosure Controls and Procedures—As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). As previously noted, we completed the Shaw Acquisition on February 13, 2013. The SEC’s guidance permits the exclusion of an assessment of the effectiveness of a registrant’s disclosure controls and procedures as they relate to its internal controls over financial reporting for an acquired business during the first year following such acquisition, if among other circumstances and factors there is not adequate time between the acquisition date and the date of assessment. In accordance with the SEC guidance, the scope of our evaluation of the Company’s disclosure controls and procedures as of March 31, 2013 excluded an assessment of the internal control over financial reporting of Shaw. The acquired Shaw operations represent approximately 28% and 22% of our consolidated revenue and income from operations (excluding acquisition-related costs and including intangibles amortization) for the three months ended March 31, 2013. Based upon such evaluation, the CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Changes in Internal Control — As part of the integration of the Shaw Acquisition, we will integrate Shaw’s operations, including internal controls and processes and extending our Section 404 compliance program to Shaw. There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

General—We have been and may from time to time be named as a defendant in legal actions claiming damages in connection with engineering and construction projects, technology licenses, other services we provide, and other matters. These are typically claims that arise in the normal course of business, including employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with services performed relating to project or construction sites. Contractual disputes normally involve claims relating to the timely completion of projects, performance of equipment or technologies, design or other engineering services or project construction services provided by us. We do not believe that any of our pending contractual, employment-related personal injury or property damage claims and disputes will have a material adverse effect on our future results of operations, financial position or cash flow. See Note 15 for additional discussion of claims associated with our projects.

Asbestos Litigation—We are a defendant in lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products. Over the past several decades and through March 31, 2013, we have been named a defendant in lawsuits alleging exposure to asbestos involving approximately 5,300 plaintiffs and, of those claims, approximately 1,400 claims were pending and 3,900 have been closed through dismissals or settlements. Over the past several decades and through March 31, 2013, the claims alleging exposure to asbestos that have been resolved have been dismissed or settled for an average settlement amount of approximately one thousand dollars per claim. We review each case on its own merits and make accruals based upon the probability of loss and our estimates of the amount of liability and related expenses, if any. We do not believe that any unresolved asserted claims will have a material adverse effect on our future results of operations, financial position or cash flow, and, at March 31, 2013, we had approximately $2.0 million accrued for liability and related expenses. With respect to unasserted asbestos claims, we cannot identify a population of potential claimants with sufficient certainty to determine the probability of a loss and to make a reasonable estimate of liability, if any. While we continue to pursue recovery for recognized and unrecognized contingent losses through insurance, indemnification arrangements or other sources, we are unable to quantify the amount, if any, that we may expect to recover because of the variability in coverage amounts, limitations and deductibles, or the viability of carriers, with respect to our insurance policies for the years in question.

Environmental Matters—Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries, that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes.

In connection with the historical operation of our facilities, including those associated with the acquired Shaw operations, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties from whom we have purchased or to whom we have sold facilities, for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred.

We believe that we are in compliance, in all material respects, with all environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not believe that any environmental matters will have a material adverse effect on our future results of operations, financial position or cash flow. We do not anticipate that we will incur material capital expenditures for environmental controls or for the investigation or remediation of environmental conditions during the remainder of 2013 or 2014.

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Item 1A. Risk Factors

An update to the risk factors disclosed in our 2012 Annual Report are filed as Exhibit 99.1 to this Form 10-Q and are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shelf Registration Statement—On June 19, 2012, we filed a shelf registration statement with the SEC on Form S-3 (File No. 333-182223) that expires on June 18, 2015. The shelf registration statement enables us to offer and sell shares of our common stock and issue debt securities (collectively, the “Securities”) from time to time subsequent to the filing of a prospectus supplement which, among other things, identifies the sales agent, specifies the number and value of Securities that may be sold, and provides the time frame over which Securities may be offered.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

31.1 (1)	Certification Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 (1)	Certification Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (1)	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 (1)	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 (1)	Risk Factors
101.INS (1),(2)	XBRL Instance Document.
101.SCH (1),(2)	XBRL Taxonomy Extension Schema Document.
101.CAL (1),(2)	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF (1),(2)	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB (1),(2)	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE (1),(2)	XBRL Taxonomy Extension Presentation Linkbase Document.

⁽¹⁾  Filed herewith

⁽²⁾  Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012, (iii) the Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012, (v) the Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2013 and 2012, and (vi) the Notes to Financial Statements.

41

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, thereunto duly authorized.

Chicago Bridge & Iron Company N.V.
By:	Chicago Bridge & Iron Company B.V.
Its:	Managing Director
/s/ RONALD A. BALLSCHMIEDE
Ronald A. Ballschmiede
Managing Director
(Principal Financial Officer and Duly Authorized Officer)

Date: May 2, 2013

42

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip K. Asherman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chicago Bridge & Iron Company N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Philip K. Asherman

Philip K. Asherman

Principal Executive Officer

Date: May 2, 2013

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald A. Ballschmiede, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chicago Bridge & Iron Company N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Ronald A. Ballschmiede

Ronald A. Ballschmiede

Principal Financial Officer

Date: May 2, 2013

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Chicago Bridge & Iron Company N.V. (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip K. Asherman, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Philip K. Asherman

Philip K. Asherman

Principal Executive Officer

Date: May 2, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Chicago Bridge & Iron Company N.V. (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald A. Ballschmiede, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ronald A. Ballschmiede

Ronald A. Ballschmiede

Principal Financial Officer

Date: May 2, 2013

EX-99.1

Exhibit 99.1

Risk Factors

Our Business is Dependent upon Major Construction and Service Contracts, the Unpredictable Timing of Which May Result in Significant Fluctuations in our Cash Flow due to the Timing of Receipt of Payment Under the Contracts.

Our cash flow is dependent upon obtaining major construction and service contracts primarily for work in the energy, petrochemical, natural resource, power and government services markets throughout the world, especially in cyclical industries such as hydrocarbon refining, petrochemical, and natural gas. The timing of or failure to obtain contracts, delays in awards of contracts, cancellations of contracts, delays in completion of contracts, or failure to obtain timely payment from our customers, could result in significant periodic fluctuations in our cash flow. Many of our contracts require us to satisfy specific progress or performance milestones in order to receive payment from the customer. As a result, we may incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer. Such expenditures could reduce our cash flow and necessitate borrowings under our credit facilities.

The Nature of Our Primary Contracting Terms for our Long-Term Contracts, Including Cost-Reimbursable and Fixed-Price or a Combination Thereof, Could Adversely Affect Our Operating Results.

We offer our customers a range of contracting options for our long-term contracts, including cost-reimbursable, fixed-price and hybrid, which has both cost- reimbursable and fixed-price characteristics. Under cost-reimbursable contracts, we generally perform our services in exchange for a price that consists of reimbursement of all customer-approved costs and a profit component, which is typically a fixed rate per hour, an overall fixed fee, or a percentage of total reimbursable costs. If we are unable to obtain proper reimbursement for all costs incurred due to improper estimates, performance issues, customer disputes, or any of the additional factors noted below for fixed-price contracts, the project may be less profitable than we expect. Under fixed-price contracts, we perform our services and execute our projects at an established price and, as a result, benefit from cost savings, but may be unable to recover any cost overruns. If we do not execute a contract within our cost estimates, we may incur losses or the project may be less profitable than we expected. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to a variety of factors, including, but not limited to:

• costs incurred in connection with modifications to a contract that may be unapproved by the customer as to scope, schedule, and/or price (“unapproved change orders”);

• unanticipated costs or claims, including costs for project modifications, customer-caused delays, errors or changes in specifications or designs, or contract termination;

• unanticipated technical problems with the structures, equipment or systems we supply;

• failure to properly estimate costs of engineering, materials, components, equipment, labor or subcontractors;

• changes in the costs of engineering, materials, components, equipment, labor or subcontractors;

• changes in labor conditions, including the availability and productivity of labor;

• productivity and other delays caused by weather conditions;

• failure of our suppliers or subcontractors to perform;

• difficulties in obtaining required governmental permits or approvals;

• changes in laws and regulations; and

• changes in general economic conditions.

Our hybrid contracts can have a combination of the risk factors described above for our fixed-price and cost-reimbursable contracts.

These risks are exacerbated for projects with long-term durations because there is an increased risk that the circumstances upon which we based our original estimates will change in a manner that increases costs. In addition, we sometimes bear the risk of delays caused by unexpected conditions or events.

Furthermore, revenue and gross profit from both cost-reimbursable and fixed-price contracts can be significantly affected by contract incentives/penalties that may not be known or finalized until the later stages of the contract term. Some of these contracts provide for the client’s review of our accounting and cost control systems to verify the completeness and accuracy of the reimbursable costs invoiced. These reviews could result in reductions in reimbursable costs and labor rates previously billed to the client.

Some of our customer contracts require us to satisfy or achieve certain milestones in order to receive payment for the work performed. As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment. If the client determines not to proceed with the completion of the project or if the client defaults on its payment obligations, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies. In addition, many of our clients for large EPC projects are project-specific entities that do not have significant assets other than their interests in the EPC project. It may be difficult for us to collect amounts owed to us by these customers. If we are unable to collect amounts owed to us for these matters, we may be required to record a charge against earnings related to the project, which could result in a material loss.

The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates. For discussion of the significant estimates that impact the cost to complete each contract, see the “Critical Accounting Estimates” section of Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We May Not Be Able to Fully Realize the Revenue Value Reported in Our Backlog.

At March 31, 2013, we had a backlog of work to be completed on contracts of approximately $25.5 billion. Backlog develops as a result of new awards, which represent the revenue value of new project commitments received by us during a given period, including legally binding commitments without defined scope. Commitments may be in the form of written contracts for specific projects, purchase orders or indications of the amounts of time and materials we need to make available for customers’ anticipated projects. New awards may also include estimated amounts of work to be performed based on customer communication and historic experience and knowledge of our customers’ intentions. Backlog consists of projects which have either not yet been started or are in progress but are not yet complete. In the latter case, the revenue value reported in backlog is the remaining value associated with work that has not yet been completed. The revenue projected in our backlog may not be realized, or, if realized, may not result in earnings as a result of poor contract performance.

Due to project terminations, suspensions and/or changes in project scope and schedule, we cannot predict with certainty when or if our backlog will be performed. From time to time, projects are cancelled that appeared to have a high certainty of going forward at the time they were recorded as new awards. In the event of a project cancellation, we typically have no contractual right to the total revenue reflected in our backlog. Some of the contracts in our backlog provide for cancellation fees or certain reimbursements in the event customers cancel projects. These cancellation fees usually provide for reimbursement of our out-of-pocket costs, costs associated with work performed prior to cancellation, and, to varying degrees, a percentage of the profit we would have realized had the contract been completed. Although we may be reimbursed for certain costs, we may be unable to recover all direct costs incurred and may incur additional unrecoverable costs due to the resulting under-utilization of our assets.

Our Failure to Meet Contractual Schedule or Performance Requirements Could Adversely Affect Our Revenue and Profitability.

In certain circumstances, we guarantee project completion by a scheduled date or certain performance testing levels. Failure to meet these schedule or performance requirements could result in a reduction of revenue and additional costs, and these adjustments could exceed projected profit. A project’s revenue also could be reduced by liquidated damages withheld by customers under contractual penalty provisions, which can be substantial and can accrue on a daily basis. Schedule delays can result in costs exceeding our projections for a particular project. Performance problems for existing and future contracts could cause actual results of operations to differ materially from those previously anticipated and could cause us to suffer damage to our reputation within our industry and our customer base.

Our Government Contracts May Present Risks to Us.

We are a provider of services to U.S. government agencies and are therefore exposed to risks associated with government contracting. Government agencies typically can terminate or modify contracts with us at their convenience. As a result, our backlog may be reduced or we may incur a loss if a government agency decides to terminate or modify a contract with us. We are also subject to audits, including audits of our internal control systems, cost reviews and investigations by government contracting oversight agencies. As a result of an audit, the oversight agency may disallow certain costs or withhold a percentage of interim payments. Cost disallowances may result in adjustments to previously reported revenue and may require us to refund a portion of previously collected amounts. In addition, failure to comply with the terms of one or more of our government contracts or government regulations and statutes could result in us being suspended or debarred from future government projects for a significant period of time, possible civil or criminal fines and penalties, the risk of public scrutiny of our performance, and potential harm to our reputation, each of which could have a material adverse effect on our business. Other remedies that government agencies may seek for improper activities or performance issues include sanctions such as forfeiture of profit and suspension of payments.

U.S. federal budget pressures could adversely affect timing or funding for individual projects. The U.S. Government has been unable to reach agreement on budget reduction measures required by the Budget Control Act of 2011 (the “Budget Act”) passed by Congress. Congress and the Administration did not take action by March 1, 2013 and therefore the Budget Act triggered automatic reductions in both defense and discretionary spending (commonly known as “sequestration”). While the impact of sequestration is yet to be determined, automatic across-the-board cuts could have significant adverse consequences on the funding and continuation of certain governmental projects. Sequestration may reduce funding for projects in which we participate or delay or cancel projects, which could have a material adverse effect on our results of operations, financial condition or cash flow.

In addition to the risks noted above, legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year. As a result, contracts with government agencies may be only partially funded or may be terminated, and we may not realize all of the potential revenue and profit from those contracts. Appropriations and the timing of payment may be influenced by, among other things, the state of the economy, competing political priorities, curtailments in the use of government contracting firms, budget constraints, the timing and amount of tax receipts and the overall level of government expenditures.

We Are Exposed to Potential Risks and Uncertainties Associated With Our Use of Partnering Arrangements and Our Subcontracting and Vendor Partner Arrangements to Execute Certain Projects.

In the ordinary course of business we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (collectively referred to as “ventures”). We have various ownership interests in these ventures with such ownership typically being proportionate to our decision-making and distribution rights. The venture entity generally contracts directly with the third party customer; however, services may be performed directly by the venture entity, or may be performed by us or our partners, or a combination thereof.

The use of these arrangements exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture, or to complete their obligations to us, the venture entity, or ultimately, our customer. This could result in unanticipated costs to achieve contractual performance requirements, liquidated damages or contract disputes, including claims against our partners, any of which could have a material effect on our future results of operations, financial position or cash flow.

Additionally, we rely on third party partners, equipment manufacturers and third party subcontractors to assist in the completion of our projects. To the extent these parties cannot execute their portion of the work, are unable to deliver their services, equipment or materials according to the negotiated terms, or we cannot engage subcontractors or acquire equipment or materials, our ability to complete a project in a timely fashion or at a reasonable profit may be impacted. If the amount we are required to pay for these goods and services in an effort to meet our contractual obligations exceeds the amount we have included in the estimates for our work, we could experience losses in the performance of these contracts.

In both the private and public sectors, either acting as a prime contractor, a subcontractor or as a member of a venture, we may join with other firms to form a team to compete for a single contract. Because a team can often offer stronger combined qualifications than any stand-alone company, these teaming arrangements can be very important to the success of a particular contract bid process or proposal. This can be particularly true for larger projects and in geographies in which bidding success can be substantially impacted by the presence and quality of a local partner. The failure to maintain such relationships in both foreign and domestic markets may impact our ability to win additional work.

Intense Competition in the Markets We Serve Could Reduce Our Market Share and Earnings.

The energy, petrochemical, natural resource, power and government services markets we serve are highly competitive markets in which a large number of regional, national and multinational companies (including, in some cases, some of our customers) compete, and these markets require substantial resources and capital investment in equipment, technology and skilled personnel. Competition also places downward pressure on our contract prices and margins. Intense competition is expected to continue in these markets, presenting us with significant challenges in our ability to maintain strong growth rates and acceptable margins. If we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an overall reduction in our earnings.

Our Revenue and Earnings May Be Adversely Affected by a Reduced Level of Activity in the Hydrocarbon Industry.

In recent years, demand from the worldwide hydrocarbon industry has been the largest generator of our revenue. Numerous factors influence capital expenditure decisions in the hydrocarbon industry, including, but not limited to, the following:

• current and projected oil and gas prices;

• exploration, extraction, production and transportation costs;

• the discovery rate, size and location of new oil and gas reserves;

• the sale and expiration dates of leases and concessions;

• local and international political and economic conditions, including war or conflict;

• technological challenges and advances;

• the ability of oil and gas companies to generate capital;

• demand for hydrocarbon production; and

• changing taxes, price controls, and laws and regulations.

These factors are beyond our control. Reduced activity in the hydrocarbon industry could result in a reduction of major projects available in the industry, which may result in a reduction of our revenue and earnings and possible under-utilization of our assets.

The Limitation or Modification of the Price-Anderson Act’s Indemnification Authority and Similar Federal Programs for Nuclear and Other Potentially Hazardous Activities Could Adversely Affect Our Business.

The Price-Anderson Act (the “PAA”) comprehensively regulates the manufacture, use and storage of radioactive materials, while promoting the nuclear energy industry by offering indemnification to the nuclear industry against liability arising from nuclear incidents at non-military facilities in the U.S. in connection with contractual activity for the Department of Energy (the “DOE”) while still ensuring compensation for the general public. The Energy Policy Act of 2005 extended the period of coverage to include all nuclear power reactors issued construction permits through December 31, 2025. As we provide services to the DOE at nuclear weapons facilities and to the nuclear energy industry for the ongoing maintenance, modification, decontamination and decommissioning of its nuclear energy plants, we are entitled to the indemnification protections under the PAA. Although the PAA’s indemnification provisions are broad, it does not apply to all liabilities that we might incur while performing services as a radioactive materials cleanup contractor for the DOE and the nuclear energy industry.

Public Law 85-804 (“PL 85-804”), which indemnifies government contractors who conduct certain approved contractual activity related to unusually hazardous or nuclear activity, may provide additional or alternative indemnification for such activities. If the contractor protection currently provided by the PAA or PL 85-804 is significantly modified, is not approved for, or does not extend to all of our services, our business could be adversely affected by either our clients’ refusal to retain us for potentially covered projects or our inability to obtain commercially adequate insurance and indemnification.

If the U.S. Were to Change its Support of Nuclear Power or Revoke or Limit the DOE’s Loan Guarantee Program (“LGP”), it Could have a Material adverse Effect on Our Results of Operations, Financial Position or Cash Flow.

The U.S. government has been supportive of increased investment in nuclear power. However, if the U.S. government changes its policy or public acceptance of nuclear technology as a means of generating electricity wanes significantly, demand for nuclear power could be negatively affected and regulation of the nuclear power industry could increase. As several of our operating groups deal with nuclear power either directly or indirectly, this could have a material adverse effect on our results of operations, financial condition or cash flow.

Some of our customers may rely on the DOE’s LGP, under which the DOE issues loan guarantees to eligible projects that “avoid, reduce, or sequester air pollutants or anthropogenic emissions of greenhouse gases” and “employ new or significantly improved technologies as compared to technologies in service in the U.S. at the time the guarantee is issued.” If the current Administration were to revoke or limit the DOE’s LGP, it could make obtaining funding more difficult for many of our clients, which could inhibit their ability to take on new projects and result in a negative impact on our future results of operations, financial position or cash flow.

We May be Exposed to Additional Risks as We Begin to Execute Our Significant Nuclear Backlog and Obtain New Nuclear Awards. These Risks Include Greater Backlog Concentration in Fewer Projects, Possibly Increasing Requirements for Letters of Credit and Potential Cost Overruns, Which Could Have a Material Adverse Effect on Our Future Results of Operations, Financial Position or Cash Flow. Additionally, Current Economic Conditions or Changes in Governmental Regulations May Impact the Pace of the Development of Nuclear Projects.

We expect to convert a significant portion of our nuclear project backlog into revenue in the future. Nuclear projects may use larger sums of working capital than other projects and will be concentrated among a few larger customers. As we increase our active projects in the nuclear business and, consequently our reliance on revenue from this business, we may become more dependent on a smaller number of customers. If we lose customers in our nuclear business and are unable to replace them, or if any of the nuclear projects currently included in our backlog are significantly delayed, modified or canceled, our operations, financial position or cash flows could be negatively impacted.

As we convert our nuclear projects from backlog into active construction we may face significantly greater requirements for the provision of letters of credit or other forms of credit enhancements. Together with the construction costs for nuclear plants, which are significantly higher than those for coal or gas-fired plants, we may be required to significantly expand our access to capital and credit. We can provide no assurance that we will be able to access such capital and credit as needed or that we would be able to do so on economically attractive terms. Finally, the significant expense associated with nuclear projects, weak global economic conditions and other competitive factors, including less expensive alternative energies like natural gas, may result in additional delays for currently expected projects or slower demand for nuclear energy projects over time.

The March 2011 earthquake and tsunami that struck Japan caused significant damage to power and transportation infrastructure, including several nuclear reactors. Potential risks associated with nuclear power production could slow the pace of global licensing and construction of new or planned nuclear power facilities or negatively impact existing facilities’ efforts to extend their operating licenses.

We currently have nuclear-related projects in the U.S. and China, material amounts of which are included in our backlog. While our customers have indicated they intend to move forward with these units, their intentions could be challenged if Congress implements a moratorium on building nuclear reactors or the Nuclear Regulatory Commission (the “NRC”) slows the permitting process or adds additional permitting requirements. During 2011, the Chinese government suspended approval of new nuclear projects and conducted safety inspections of all plants under construction. China has resumed its approval process for new nuclear projects, but only on a limited basis. Other governments have announced plans to review or delay decisions to review new nuclear projects. Demand for nuclear power could be negatively affected by such action. This could have a material adverse effect on our results of operations, financial condition or cash flow. Further, if current contracts included in our backlog are significantly delayed, modified or canceled, our future revenue and earnings may be materially and adversely impacted.

While many of the contracts in our backlog provide for cancellation fees in the event clients cancel projects, these cancellation fees usually provide for reimbursement of our out-of-pocket costs, costs for work performed prior to cancellation and a varying percentage of the profit we would have realized had the contract been completed. However, upon cancellation we typically have no contractual right to the total revenue reflected in our backlog for that particular contract.

We provide maintenance services for U.S. operating nuclear plants and perform upgrades at existing facilities. Should any of our customers fail to extend existing operating licenses, demand for those services may be negatively affected.

Our Clients’ and Our Partners’ Ability to Receive the Applicable Regulatory and Environmental Approvals for Our Power Projects and the Timeliness of Those Approvals Could Adversely Affect Us.

The regulatory permitting process for our power projects requires significant investments of time and money by our customers and sometimes by us and our partners. There are no assurances that we or our customers will obtain the necessary permits for these projects. Applications for permits to operate these fossil and nuclear-fueled facilities, including air emissions permits, may be opposed by government entities, individuals or environmental groups, resulting in delays and possible non-issuance of the permits.

Volatility in the Equity and Credit Markets Could Adversely Impact Us due to Factors Affecting the Availability of Funding for Our Customers, Availability of Our Lending Facilities and Non-Compliance with Our Financial and Restrictive Lending Covenants.

Some of our customers, suppliers and subcontractors have traditionally accessed commercial financing and capital markets to fund their operations, and the availability of funding from those sources could be adversely impacted by a volatile equity or credit market. The availability of lending facilities and our ability to remain in compliance with our financial and restrictive lending covenants could also be impacted by circumstances or conditions beyond our control, including but not limited to, the delay or cancellation of projects, changes in currency exchange or interest rates, performance of pension plan assets, or changes in actuarial assumptions. Further, we could be impacted if our customers experience a material change in their ability to pay us, if the financial institutions associated with our lending facilities were to cease or reduce operations, or if there is a full or partial break-up of the European Union or its currency, the Euro.

Demand for Our Products and Services is Cyclical and Vulnerable to Economic Downturns and Reductions in Private Industry and Government Spending.

As noted above, the industries we serve historically have been, and will likely continue to be, cyclical in nature and vulnerable to general downturns in the domestic and international economies. Many of our customers may face budget shortfalls or may delay capital spending resulting in a decrease in the overall demand for our services. A decrease in federal, state and local tax revenue as well as other economic declines may result in lower government spending. Further, our customers may demand better pricing terms and their ability to pay timely may be affected by an ongoing weak economy. Portions of our business traditionally lag recovery in the economy; therefore, our business may not recover immediately upon any economic improvement. The aforementioned could have a material adverse effect on our results of operations, financial position or cash flow.

Our New Awards and Liquidity May Be Adversely Affected by Bonding and Letter of Credit Capacity.

A portion of our new awards requires the support of bid and performance surety bonds or letters of credit, as well as advance payment and retention bonds. Our primary use of surety bonds is to support water and wastewater treatment and standard tank projects in the U.S., while letters of credit are generally used to support other projects. A restriction, reduction, or termination of our surety bond agreements could limit our ability to bid on new project opportunities, thereby limiting our new awards, or increasing our letter of credit utilization in lieu of bonds, thereby reducing availability under our credit facilities. A restriction, reduction or termination of our letter of credit facilities could also limit our ability to bid on new project opportunities or could significantly change the timing of project cash flow, resulting in increased borrowing needs.

Due to the Capital-Intensive Nature of Our Business, We are Vulnerable to Significant Fluctuations in Our Liquidity That May Vary Substantially Over Time.

Our operations could require us to utilize large sums of working capital, sometimes on short notice and sometimes without assurance of recovery of the expenditures. Circumstances or events that could create large cash outflows include losses resulting from fixed-price contracts, environmental liabilities, litigation risks, unexpected costs or losses resulting from previous acquisitions, contract initiation or completion delays, political conditions, client payment problems, foreign exchange risks and professional and product liability claims.

Non-compliance With covenants in Our Financing Arrangements, Without Waiver or Amendment From the Lenders or Note Holders, Could Require Cash Collateral For Outstanding Letters of Credit, Could Adversely Affect Our Ability to Borrow Funds and Could Ultimately Require Us to Repay the Debt Earlier Than Expected.

At March 31, 2013, we had total debt of $1.9 billion, including our $1.0 billion Term Loan and $800.0 million Senior Notes that were used to fund a portion of the Shaw Acquisition and $116.2 million of borrowings under our revolving facilities. Our financing arrangements contain certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum net worth level, and other covenants with which we must comply. We may not be able to satisfy these ratios or comply with the other covenants if our operating results deteriorate as a result of, but not limited to, the impact of other risk factors that may have a negative impact on our future earnings. These covenants may also restrict our ability to finance future operations or capital needs and the form or level of our indebtedness may prevent us from raising additional capital on attractive terms or from obtaining additional financing if needed.

We May be Required to Contribute Cash to Meet Our Underfunded Pension Obligations in Certain Multi-employer Pension Plans.

In the U.S. and Canada, we participate in various multi-employer pension plans under union and industry agreements that generally provide defined benefits to employees covered by collective bargaining agreements. Absent an applicable exemption, a contributor to a multiemployer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of the plan’s underfunded vested liability. Funding requirements for benefit obligations of our pension plans are subject to certain regulatory requirements and we may be required to make cash contributions which may be material to one or more of these plans to satisfy certain underfunded benefit obligations.

Our Projects Expose Us to Potential Professional Liability, Product Liability, Warranty or Other Claims.

We engineer, procure, construct and provide services (including pipe, steel, and large structure fabrication) for large industrial facilities in which system failure can be disastrous. We may also be subject to claims resulting from the subsequent operations of facilities we have installed. Under some of our contracts, we must use client-specified metals or processes for producing or fabricating pipe for our clients. The failure of any of these metals or processes could result in warranty claims against us for significant replacement or reworking costs, which could materially impact our results of operation, financial condition or cash flow.

In addition, our operations are subject to the usual hazards inherent in providing engineering and construction services, such as the risk of accidents, fires and explosions. These hazards can cause personal injury and loss of life, business interruptions, property damage, and pollution and environmental damage. We may be subject to claims as a result of these hazards.

Although we generally do not accept liability for consequential damages in our contracts, should we be determined liable, we may not be covered by insurance or, if covered, the dollar amount of these liabilities may exceed our policy limits. Any catastrophic occurrence in excess of insurance limits at project sites where our structures are installed or on projects for which services are performed could result in significant professional liability, product liability, warranty or other claims against us. These liabilities could exceed our current insurance coverage and the profit we derive from those structures and services. Any damages not covered by our insurance, in excess of our insurance limits or, if covered by insurance subject to a high deductible, could result in a significant loss for us, which may reduce our profits and cash available for operations. These claims could also make it difficult for us to obtain adequate insurance coverage in the future at a reasonable cost.

Additionally, customers or subcontractors that have agreed to indemnify us against such losses may refuse or be unable to pay us. A partially or completely uninsured claim, if successful and of significant magnitude, could result in substantial losses and reduce cash available for our operations.

We Could Be Adversely Affected by Violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), Similar Worldwide Anti-Bribery Laws, and Various International Trade and Export Laws.

The international nature of our business creates various domestic and local regulatory challenges. The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from offering anything of value to government officials for the purpose of obtaining or retaining business, directing business to a particular person or legal entity or obtaining an unfair advantage. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We train our employees concerning anti-bribery laws and issues, and we also inform our partners, subcontractors, and third parties who work for us or on our behalf that they must comply with anti-bribery law requirements. We also have procedures and controls in place to monitor internal and external compliance. Allegations of violations of anti-bribery laws, including the FCPA, may also result in internal, independent or governmental investigations. Additionally, our global operations include the import and export of goods and technologies across international borders, which requires a robust compliance program. We cannot assure that our internal controls and procedures will always protect us from the reckless or criminal acts committed by our employees, partners or third parties working for us or on our behalf. If we are found to be liable for anti-bribery law violations or other regulatory violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from criminal or civil penalties, or other sanctions, which could have a material adverse effect on our business.

We May Experience Increased Costs and Decreased Cash Flow Due to Compliance with Environmental Laws and Regulations, Liability for Contamination of the Environment or Related Personal Injuries.

General—We are subject to environmental laws and regulations, including those concerning emissions into the air; nuclear material; discharge into waterways; generation, storage, handling, treatment and disposal of waste materials; and health and safety.

Our business often involves working around and with volatile, toxic and hazardous substances and other highly regulated pollutants, substances, or wastes, for which the improper characterization, handling or disposal could constitute violations of U.S. federal, state or local laws and regulations and laws of other countries, and result in criminal and civil liabilities. Environmental laws and regulations generally impose limitations and standards for certain pollutants or waste materials and require us to obtain permits and comply with various other requirements. Governmental authorities may seek to impose fines and penalties on us, or revoke or deny issuance or renewal of operating permits for failure to comply with applicable laws and regulations. We are also exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. Furthermore, our Government Solutions operating group is involved in certain environmental remediation activities.

We may incur liabilities that may not be covered by insurance policies, or, if covered, the financial amount of such liabilities may exceed our policy limits or fall within applicable deductible or retention limits. A partially or completely uninsured claim, if successful and of significant magnitude, could cause us to suffer a significant loss and reduce cash available for our operations.

The environmental health and safety laws and regulations to which we are subject are constantly changing, and it is impossible to predict the impact of such laws and regulations on us in the future. We cannot ensure that our operations will continue to comply with future laws and regulations or that these laws and regulations will not cause us to incur significant costs or adopt more costly methods of operation. Additionally, the adoption and implementation of any new regulations imposing reporting obligations on, or limiting emissions of greenhouse gases from, our customers’ equipment and operations could significantly impact demand for our services, particularly among our clients for coal and gas-fired generation facilities as well as our clients in the petrochemicals business. Any significant reduction in demand for our services as a result of the adoption of these or similar proposals could have a material adverse impact on our results of operations, financial position or cash flow.

In connection with the historical operation of our facilities, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties from whom we have purchased or to whom we have sold facilities for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred.

Nuclear Operations—Risks associated with nuclear projects, due to their size and complexity, may be increased by permit, licensing and regulatory approvals that can be even more stringent and time consuming than similar processes for more conventional construction projects. We are subject to regulations from a number of entities, including the NRC, the International Atomic Energy Agency (the “IAEA”) and the European Union (the “EU”), which have a substantial effect on our nuclear operations. Regulations include, among other things: (1) systems for nuclear material safeguards implemented by the IAEA and the EU, (2) global-scale agreements on nuclear safety such as the Convention on Nuclear Safety and the Joint Convention on the Safety of Spent Fuel Management and on the Safety of Radioactive Waste Management, (3) the Euratom Treaty, which has created uniform safety standards aimed at protecting the public and workers and passed rules governing the transportation of radioactive waste, and (4) additional general regulations for licensed nuclear facilities, including strict inspection procedures and regulations governing the shutdown and dismantling of nuclear facilities and the disposal of nuclear wastes. Delays in receiving necessary approvals, permits or licenses, failure to maintain sufficient compliance programs, or other problems encountered during construction could significantly increase our costs and cause our actual results of operations to significantly differ from anticipated results.

Unanticipated Litigation or Negative Developments in Pending Litigation Related to Hazardous Substances Encountered in Our Businesses Could Have a Material Adverse Effect on our Results of Operations, Financial Condition or Cash Flow.

We are from time to time involved in various litigation and other matters related to hazardous substances encountered in our businesses. In particular, the numerous operating hazards inherent in our businesses increase the risk of toxic tort litigation relating to any and all consequences arising out of human exposure to hazardous substances, including without limitation, current or past claims involving asbestos related materials, formaldehyde, Cesium 137 (radiation), mercury and other hazardous substances, or related environmental damage. As a result, we are subject to potentially material liabilities related to personal injuries or property damages that may be caused by hazardous substance releases and exposures. The outcome of such litigation is inherently uncertain and adverse developments or outcomes can result in significant monetary damages, penalties, other sanctions or injunctive relief against us, limitations on our property rights, or regulatory interpretations that increase our operating costs. If any of these disputes results in a substantial monetary judgment against us or an adverse legal interpretation is settled on unfavorable terms, or otherwise affects our operations, it could have a material adverse effect on our operating results, financial condition or cash flow.

We Are and Will Continue to Be Involved in Litigation That Could Negatively Impact Our Earnings and Liquidity.

We have been and may, from time to time, be named as a defendant in legal actions claiming damages in connection with engineering and construction projects, technology licenses and other matters. These are typically claims that arise in the normal course of business, including employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with services performed relating to project or construction sites. Contractual disputes normally involve claims relating to the timely completion of projects, performance of equipment or technologies, design or other engineering services or project construction services provided by us. While we do not believe that any of our pending contractual, employment-related personal injury or property damage claims and disputes will have a material effect on our future results of operations, financial position or cash flow, there can be no assurance that this will be the case.

Uncertainty in Enforcing U.S. Judgments Against Netherlands Corporations, Directors and Others Could Create Difficulties for Our Shareholders in Enforcing Any Judgments Obtained Against Us.

We are a Netherlands company and a significant portion of our assets are located outside of the U.S. In addition, certain members of our management and supervisory boards are residents of countries other than the U.S. As a result, effecting service of process on such persons may be difficult, and judgments of U.S. courts, including judgments against us or members of our management or supervisory boards predicated on the civil liability provisions of the federal or state securities laws of the U.S., may be difficult to enforce.

Certain Provisions of Our Articles of Association and Netherlands Law May Have Possible Anti-Takeover Effects.

Our Articles of Association and the applicable law of The Netherlands contain provisions that may be deemed to have anti-takeover effects. Among other things, these provisions provide for a staggered board of Supervisory Directors, a binding nomination process and supermajority shareholder voting requirements for certain significant transactions. Such provisions may delay, defer or prevent takeover attempts that shareholders might consider in their best interests. In addition, certain U.S. tax laws, including those relating to possible classification as a “controlled foreign corporation” (described below), may discourage third parties from accumulating significant blocks of our common shares.

We Have a Risk of Being Classified as a Controlled Foreign Corporation and Certain Shareholders Who Do Not Beneficially Own Shares May Lose the Benefit of Withholding Tax Reduction or Exemption Under Dutch Legislation.

As a company incorporated in The Netherlands, we would be classified as a “controlled foreign corporation” for U.S. federal income tax purposes if any U.S. person acquires 10% or more of our common shares (including ownership through the attribution rules of Section 958 of the Internal Revenue Code of 1986, as amended (the “Code”), each such person, a “U.S. 10% Shareholder”) and the sum of the percentage ownership by all U.S. 10% Shareholders exceeds 50% (by voting power or value) of our common shares. We do not believe we are currently a controlled foreign corporation; however, we may be determined to be a controlled foreign corporation in the future. In the event that such a determination is made, all U.S. 10% Shareholders would be subject to taxation under Subpart F of the Code. The ultimate consequences of this determination are fact-specific to each U.S. 10% Shareholder, but could include possible taxation of such U.S. 10% Shareholder on a pro rata portion of our income, even in the absence of any distribution of such income.

Under the double taxation convention in effect between The Netherlands and the U.S. (the “Treaty”), dividends we pay to certain U.S. corporate shareholders owning at least 10% of our voting power are generally eligible for a reduction of the 15% Netherlands withholding tax to 5%, unless the common shares held by such residents are attributable to a business or part of a business that is, in whole or in part, carried on through a permanent establishment or a permanent representative in The Netherlands. Dividends received by exempt pension organizations and exempt organizations, as defined in the Treaty, are completely exempt from the withholding tax. A holder of common shares other than an individual will not be eligible for the benefits of the Treaty if such holder of common shares does not satisfy one or more of the tests set forth in the limitation on benefits provisions of Article 26 of the Treaty. According to an anti-dividend stripping provision, no exemption from, reduction of, or refund of, Netherlands withholding tax will be granted if the ultimate recipient of a dividend paid by CB&I is not considered to be the beneficial owner of such dividend. The ability of a holder of common shares to take a credit against its U.S. taxable income for Netherlands withholding tax may be limited.

Political and Economic Conditions, Including War, Conflict or Economic Turmoil in Non-U.S. Countries in Which We or Our Customers Operate, Could Adversely Affect Us.

A significant number of our projects are performed or located outside the U.S., including projects in developed or developing countries with economic conditions and political and legal systems, and associated instability risks, that are significantly different from those found in the U.S. We expect non-U.S. sales and operations to continue to contribute materially to our earnings for the foreseeable future. Non-U.S. contracts and operations expose us to risks inherent in doing business outside the U.S., including but not limited to the following:

• unstable economic conditions in some countries in which we make capital investments, operate or provide services, including Europe, which has experienced recent economic turmoil;

• increased costs, lower revenue and backlog and decreased liquidity resulting from a full or partial break-up of the European Union or its currency, the Euro;

• the lack of well-developed legal systems in some countries in which we make capital investments, operate, or provide services, which could make it difficult for us to enforce our rights;

• expropriation of property;

• restrictions on the right to receive dividends from joint ventures, convert currency or repatriate funds; and

• political upheaval and international hostilities, including risks of loss due to civil strife, acts of war, guerrilla activities, insurrections and acts of terrorism.

We Are Exposed to Possible Losses from Foreign Currency Exchange Rates.

We are exposed to market risk associated with changes in foreign currency exchange rates. Our exposure to changes in foreign currency exchange rates arises primarily from receivables, payables, and firm and forecasted commitments associated with foreign transactions. We may incur losses from foreign currency exchange rate fluctuations if we are unable to convert foreign currency in a timely fashion. We seek to minimize the risks from these foreign currency exchange rate fluctuations primarily through a combination of contracting methodology (including escalation provisions for projects in inflationary economies) and, when deemed appropriate, the use of foreign currency exchange rate derivatives. In circumstances where we utilize derivatives, our results of operations might be negatively impacted if the underlying transactions occur at different times, or in different amounts, than originally anticipated, or if the counterparties to our contracts fail to perform. We do not hold, issue, or use financial instruments for trading or speculative purposes.

If We Are Unable to Attract, Retain and Motivate Key Personnel, Our Business Could Be Adversely Affected.

Our future success depends upon our ability to attract, retain and motivate highly-skilled personnel in various areas, including engineering, skilled laborers and craftsmen , project management, procurement, project controls, finance and senior management. If we do not succeed in retaining our current employees and attracting new high quality employees, our business could be adversely affected.

Work Stoppages, Union Negotiations and Other Labor Problems Could Adversely Affect Us.

A portion of our employees are represented by labor unions. A lengthy strike or other work stoppage at any of our facilities could have a material adverse effect on us. There is inherent risk that on-going or future negotiations relating to collective bargaining agreements or union representation may not be favorable to us. From time to time, we also have experienced attempts to unionize our non-union shops. Such efforts can often disrupt or delay work and present risk of labor unrest.

Our Employees Work on Projects That are Inherently Dangerous and a Failure to Maintain a Safe Work Site Could Result in Significant Losses.

Safety is a primary focus of our business and is critical to all of our stakeholders, including our employees, customers and shareholders, and our reputation; however, we often work on large-scale and complex projects, frequently in geographically remote locations. Our project sites can place our employees and others near large equipment, dangerous processes or highly regulated materials, and in challenging environments. If we fail to implement appropriate safety procedures or if our procedures fail, our employees or others may suffer injuries. Often, we are responsible for safety on the project sites where we work. Many of our customers require that we meet certain safety criteria to be eligible to bid on contracts, and some of our contract fees or profits are subject to satisfying safety criteria. Unsafe work conditions also have the potential of increasing employee turnover, increasing project costs and raising our operating costs. Although we maintain functional groups whose primary purpose is to implement effective health, safety and environmental procedures throughout our company, the failure to comply with such procedures, customer contracts or applicable regulations could subject us to losses and liability.

Any Recent and Prospective Acquisitions Could Be Difficult to Integrate, Disrupt Our Business, Dilute Shareholder Value and Harm Our Operating Results.

We have made recent acquisitions and may continue to pursue additional growth through the opportunistic and strategic acquisition of companies, assets or technologies that will enable us to broaden the types of projects we execute and technologies we provide and to expand into new markets. Our opportunity to grow through prospective acquisitions may be limited if we cannot identify suitable companies or assets, reach agreement on potential strategic acquisitions on acceptable terms or for other reasons. Our recent and prospective acquisitions may be subject to a variety of risks, including, but not limited to, the following:

• difficulties in the integration of operations and systems;

• the key personnel and customers of the acquired company may terminate their relationships with the acquired company;

• additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;

• assumption of risks and liabilities (including, for example, environmental-related costs), some of which we may not discover during our due diligence;

• disruption of or insufficient management attention to our ongoing business;

• inability to realize the cost savings or other financial or operational benefits we anticipated; and

• potential requirement for additional equity or debt financing, which may not be available, or if available, may not have favorable terms.

Realization of one or more of these risks could have an adverse impact on our future results of operations, financial condition or cash flow. Moreover, to the extent an acquisition financed by non-equity consideration results in additional goodwill, it will reduce our tangible net worth, which might have an adverse effect on our credit and bonding capacity.

If We Fail to Meet Expectations of Securities Analysts or Investors due to Fluctuations in Our Revenue or Operating Results, Our Stock Price Could Decline Significantly.

Our revenue and operating results may fluctuate from quarter to quarter due to a number of factors, including the timing of or failure to obtain projects, delays in awards of projects, cancellations of projects, delays in the completion of projects, changes in our estimated costs to complete projects, or the timing of approvals of change orders from, or recoveries of claims against, our customers. It is likely that in some future quarters our operating results may fall below the expectations of securities analysts or investors. In this event, the trading price of our common stock could decline significantly.

Our Sale or Issuance of Additional Common Shares Could Dilute Each Shareholder’s Share Ownership.

Part of our business strategy is to expand into new markets and enhance our position in existing markets throughout the world through the strategic and opportunistic acquisition of complementary businesses. In order to successfully complete recent and future acquisitions or fund our other activities, we have recently issued equity securities, and may issue additional securities in the future, that could dilute our earnings per share and each shareholder’s share ownership.

We Cannot Provide Assurance That We Will Be Able to Continue Paying Dividends at the Current Rate.

We have declared and paid, in the first quarter of 2013, a quarterly cash dividend on our common stock; however, there can be no assurance that future dividends or distributions will be declared or paid. The payment of dividends or distributions in the future will be subject to the discretion of our shareholders (in the case of annual dividends), our Management Board and our Supervisory Board. Our Management and Supervisory Board will periodically evaluate dividends in the future based upon general business and economic conditions, legal and contractual restrictions regarding the payment of dividends, our results of operations and financial condition, our cash requirements and the availability of surplus, and other relevant factors, which include:

• we may not have enough cash to pay dividends due to changes in our cash requirements, capital spending plans, financing agreements, cash flow or financial position;

• the amount of dividends that we may distribute to our shareholders is subject to restrictions under Dutch law; and

• we may not receive dividend payments from our subsidiaries at the same level that we have historically. The ability of our subsidiaries to make dividend payments to us is subject to factors similar to those listed above.

Our Goodwill and Other Finite-Lived Intangible Assets Could Become Impaired and Result in Future Charges to Earnings.

Our goodwill balance represents the excess of the purchase price over the fair value of net assets acquired as part of previous acquisitions, including the Shaw Acquisition. Net assets acquired include identifiable finite-lived intangible assets that were recorded at fair value based upon expected future recovery of the underlying assets.

At March 31, 2013, our goodwill balance was $3.4 billion (including approximately $2.4 billion related to the Shaw Acquisition) Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of the beginning of that year’s fourth quarter. In the fourth quarter of 2012, as part of our annual impairment assessment, we elected the alternative of performing a qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying value. Based upon this qualitative assessment, a two-phase quantitative assessment was not required to be performed for any of our reporting units and no impairment charge was necessary during 2012. If, based on future qualitative assessments, the two-phase quantitative assessment is deemed necessary, it would require us to allocate goodwill to the applicable reporting unit, compare its fair value to the carrying amount, including goodwill, and then, if necessary, record a goodwill impairment charge in an amount equal to the excess, if any, of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. If required, the implied fair value of a reporting unit would be derived by estimating the reporting unit’s discounted future cash flows.

At March 31, 2013, our finite-lived intangible assets were $557.8 million, including approximately $402.0 million acquired in the Shaw Acquisition. We amortize our finite-lived identifiable intangible assets utilizing either a straight-line or other basis that reflects the period over which the associated contractual or economic benefits are expected to be realized, absent any indicators of impairment. We review finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group would be compared to the asset’s carrying amount to determine if impairment exists. In the future, if our remaining goodwill or other intangible assets are determined to be impaired, the impairment would result in a charge to earnings in the year of the impairment with a resulting decrease in our net worth.

We Rely on Our Information Systems to Conduct Our Business, and Failure to Protect These Systems Against Security Breaches Could Adversely Affect Our Business and Results of Operations. Additionally, if These Systems Fail or Become Unavailable for Any Significant Period of Time, Our Business Could be Harmed.

The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches, and we rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.

If We are Unable to Enforce Our Intellectual Property Rights or if Our Technology Becomes Obsolete, Our Competitive Position Could be Adversely Impacted.

We believe that we are an industry leader by owning or having access to our technologies. We protect our technology positions through patent registrations, license restrictions and a research and development program. We may not be able to successfully preserve our intellectual property rights in the future, as these rights could be invalidated, circumvented or challenged. In addition, the laws of some foreign countries in which our services may be sold do not protect intellectual property rights to the same extent as U.S. law. Because we license technologies from third parties, there is a risk that our relationships with licensors may terminate or expire or may be interrupted or harmed. If we are unable to protect and maintain our intellectual property rights, or if there are any successful intellectual property challenges or infringement proceedings against us, our ability to differentiate our service offerings could be reduced. Finally, there is nothing to prevent our competitors from independently attempting to develop or obtain access to technologies that are similar or superior to our technologies.

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SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2013

Total Revenue and Income from Operations by Reporting Segment

The following table presents total revenue and income from operations by reporting segment:

	Three Months Ended
	March 31,
	2013			2012
Revenue
Engineering, Construction and Maintenance	$	1,430,135		$	709,781
Fabrication Services		495,048			391,433
Technology		151,482			100,053
Government Solutions		174,764			—
Total revenue	$	2,251,429		$	1,201,267
Income From Operations
Engineering, Construction and Maintenance	$	63,212		$	27,420
Fabrication Services		45,024			35,786
Technology		35,542			22,599
Government Solutions		3,992			—
Total operating group income from operations	$	147,770		$	85,805
Acquisition-related costs		(61,256	)		—
Total income from operations	$	86,514		$	85,805

Total Assets by Reportable Segment

In conjunction with the Shaw Acquisition, our total assets increased significantly from December 31, 2012 to March 31, 2013. Our total assets by segment for both periods, were as follows:

	March 31,		December 31,
	2013		2012
Assets
Engineering, Construction and Maintenance	$	1,926,971	$	1,478,678
Fabrication Services		1,632,578		1,131,947
Technology		492,203		626,031
Government Solutions		672,750		—
Total tangible assets	$	4,724,502	$	3,236,656
Goodwill		3,366,591		926,711
Other intangible assets, net		557,768		166,308
Total assets	$	8,648,861	$	4,329,675

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Facility Realignment and Severance Liabilities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Severance And Other Charges [Line Items]
Severance liabilities	$ 37,000

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Goodwill and Other Intangibles - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill	$ 3,366,591	$ 926,711

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Components of Net Periodic Benefit Cost (Parenthetical) (Detail) (Shaw Group Inc, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Shaw Group Inc
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost	$ 186

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Schedule of Restructuring and Related Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2012	$ 12,752
Charges
Shaw Acquisition-related obligations	37,000
Cash payments	(1,261)
Foreign exchange and other	(50)
Balance at March 31, 2013	$ 48,441

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Stock-Based Incentive Plans and Employee Stock Purchase Plan (Detail) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	1,913
Total Cash-Settled Equity Awards	1,636
Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	667
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	742	[1]
Total Cash-Settled Equity Awards	1,415
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	449
ESPP shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued	55
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Cash-Settled Equity Awards	221

[1] Includes 301 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet.

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Unaudited Pro Forma Condensed Combined Financial Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Business Acquisition [Line Items]
Pro forma revenue	$ 2,744,799	$ 2,544,003
Pro forma net income	$ 87,367	$ 70,465
Pro forma net income per share:
Basic	$ 0.82	$ 0.66
Diluted	$ 0.81	$ 0.65

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DEBT (Tables)

3 Months Ended

Mar. 31, 2013

Summary of Outstanding Debt

Our outstanding debt at March 31, 2013 and December 31, 2012 was as follows:

	March 31,			December 31,
	2013			2012
Current
Westinghouse bonds	$	—		$	—
Revolving facility debt		116,177			—
Current maturities of term loan		81,250			—
Current debt	$	197,427		$	—
Long-Term
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin)		981,250			—
Senior Notes, $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)		800,000			800,000
Less: current maturities of term loan		(81,250	)		—
Long-term debt	$	1,700,000		$	800,000

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Stock-Based Incentive Plans and Employee Stock Purchase Plan (Parenthetical) (Detail) (Restricted shares) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust	301

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Significant Items Reclassified from AOCI Into Earnings (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Interest rate derivatives (interest expense)	$ (22,746)		$ (2,112)
Foreign currency derivatives (cost of revenue)	(2,005,285)		(1,048,003)
Income before taxes	65,639		85,880
Taxes	(22,767)		(24,906)
Total, net of taxes	42,872		60,974
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Income before taxes	(577)	[1]
Taxes	67	[1]
Total, net of taxes	(510)	[1]
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Interest Rate Contract
Accumulated Other Comprehensive Income (Loss) [Line Items]
Interest rate derivatives (interest expense)	(166)	[1]
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Foreign Currency
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency derivatives (cost of revenue)	(411)	[1]
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amortization of prior service costs/credits	(182)	[2]
Recognized net actuarial gains/losses	1,006	[2]
Income before taxes	824	[2]
Taxes	(19)	[2]
Total, net of taxes	$ 805	[2]

[1] See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.

[2] See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost.

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Summary of Outstanding Debt (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Minimum
Debt Disclosure [Line Items]
Senior Notes, Series A-D:senior notes interest range	4.15%	4.15%
Maximum
Debt Disclosure [Line Items]
Senior Notes, Series A-D:senior notes interest range	5.30%	5.30%
Term Loan
Debt Disclosure [Line Items]
Unsecured term loan	1,000,000	1,000,000
Debt instrument, interest rate terms	interest at LIBOR plus an applicable floating margin	interest at LIBOR plus an applicable floating margin

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Equity-Based Awards in Conjunction with Shaw Acquisition (Parenthetical) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Expiration period	10 years
Exercisable	717
Unvested	364
Weighted average exercise price, exercisable	$ 41.62
Weighted average exercise price, unvested	$ 32.57
Weighted average remaining contractual, exercisable	5 years 7 months 6 days
Weighted average remaining contractual, unvested	7 years 4 months 24 days
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Expiration period	10 years
Exercisable	62
Unvested	104
Weighted average exercise price, exercisable	$ 33.38
Weighted average exercise price, unvested	$ 33.39
Weighted average remaining contractual, exercisable	7 years 8 months 12 days
Weighted average remaining contractual, unvested	7 years 8 months 12 days

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Summary Of Information Related To Significant Unapproved Change Orders And Claims (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Schedule Of Unapproved Claims And Change Orders [Line Items]
Cumulative amount recognized on a POC basis through March 31, 2013	$ 150,600	[1]
Shaw Group Inc
Schedule Of Unapproved Claims And Change Orders [Line Items]
Cumulative amount recognized on a POC basis through March 31, 2013	$ 98,800

[1] Of the cumulative amount recognized on a POC basis through March 31, 2013, $98,800 was recorded in our Shaw Acquisition Closing Date balance sheet.

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Granted Shares Associated with Incentive Plans (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	757	[1]
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	391	[1]
Weighted Average Grant-Date Fair Value Per Share	52.89
Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares	366	[1]
Weighted Average Grant-Date Fair Value Per Share	57.40

[1] No stock options were granted during the three months ended March 31, 2013.

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Commitments and Contingencies - Additional Information (Detail) (Asbestos Litigation, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Plaintiff LegalMatter
Asbestos Litigation
Commitments and Contingencies Disclosure [Line Items]
Number of plaintiffs	5,300
Number of plaintiffs whose claims pending	1,400
Number of plaintiffs whose claims closed through dismissals or settlements	3,900
Settlement amount per claim	1,000
Accrued litigation liability and related expenses	$ 2,000

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SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2013

SEGMENT INFORMATION

16. SEGMENT INFORMATION

In conjunction with the Shaw Acquisition, beginning in the first quarter of 2013, our management structure and internal and public segment reporting were aligned based upon the expanded services offered by the following four distinct operating groups:

Engineering, Construction and Maintenance. Engineering, Construction and Maintenance provides engineering, procurement, and construction for major energy infrastructure facilities, as well as comprehensive and integrated maintenance services, and includes our former Project Engineering and Construction segment and Shaw’s former Power and Plant Services segments. Revenue and income from operations of $28,498 and $2,510, respectively for our large mechanical erection project in the Asia Pacific region that was previously reported within our Steel Plate Structures segment (currently within our Fabrication Services operating group) in the prior year has been reclassified to our Engineering, Construction and Maintenance operating group to conform to its classification in the current year.

Fabrication Services. Fabrication Services provides fabrication of piping systems, process and nuclear modules, and fabrication and erection of steel plate storage tanks and pressure vessels for the oil and gas, water and wastewater, mining and power generation industries, and includes our former Steel Plate Structures segment and Shaw’s former Fabrication and Manufacturing segment. As discussed above, the results of our large mechanical erection project in the Asia Pacific region that was previously reported within our Steel Plate Structures segment in the prior year has been reclassified to our Engineering, Construction and Maintenance operating group to conform to its classification in the current year.

Technology. Technology provides licensed process technologies, catalysts, specialized equipment and engineered products for use in petrochemical facilities, oil refineries and gas processing plants, and offers process planning and project development services, and a comprehensive program of aftermarket support. The Technology segment primarily consists of CB&I’s former Lummus Technology segment.

Government Solutions. Government Solutions leads large, high-profile programs and projects, including design-build infrastructure projects, for federal, state and local governments, and provides full-scale environmental services for government and private sector clients, including remediation and restoration of contaminated sites, emergency response, and disaster recovery. The Government Solutions segment primarily consists of Shaw’s former Environmental and Infrastructure segment.

Our Chief Executive Officer evaluates the performance of these operating groups based upon revenue and income from operations. Each operating group’s income from operations reflects corporate costs, allocated based primarily upon revenue. Intersegment revenue is netted against the revenue of the segment receiving the intersegment services. For the first quarter 2013, intersegment revenue primarily related to services provided by our Fabrication Services operating group to our Engineering, Construction and Maintenance operating group, and totaled approximately $18,300. Intersegment revenue for the comparable prior year period was not significant.

The following table presents total revenue and income from operations by reporting segment:

	Three Months Ended
	March 31,
	2013			2012
Revenue
Engineering, Construction and Maintenance	$	1,430,135		$	709,781
Fabrication Services		495,048			391,433
Technology		151,482			100,053
Government Solutions		174,764			—
Total revenue	$	2,251,429		$	1,201,267
Income From Operations
Engineering, Construction and Maintenance	$	63,212		$	27,420
Fabrication Services		45,024			35,786
Technology		35,542			22,599
Government Solutions		3,992			—
Total operating group income from operations	$	147,770		$	85,805
Acquisition-related costs		(61,256	)		—
Total income from operations	$	86,514		$	85,805

In conjunction with the Shaw Acquisition, our total assets increased significantly from December 31, 2012 to March 31, 2013. Our total assets by segment for both periods, were as follows:

	March 31,		December 31,
	2013		2012
Assets
Engineering, Construction and Maintenance	$	1,926,971	$	1,478,678
Fabrication Services		1,632,578		1,131,947
Technology		492,203		626,031
Government Solutions		672,750		—
Total tangible assets	$	4,724,502	$	3,236,656
Goodwill		3,366,591		926,711
Other intangible assets, net		557,768		166,308
Total assets	$	8,648,861	$	4,329,675

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Finite-Lived Intangible Asset Balances Including Weighted-Average Useful Lives (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013		Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 648,735	[1]	$ 249,059	[1]
Accumulated Amortization	(90,967)	[1]	(82,751)	[1]
Finite-lived intangible assets (weighted average life)	9 years	[1]	9 years	[1]
Backlog and customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	271,000
Accumulated Amortization	(2,116)
Finite-lived intangible assets (weighted average life)	6 years		6 years
Process technologies
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	236,844		228,304
Accumulated Amortization	(74,487)		(71,391)
Finite-lived intangible assets (weighted average life)	15 years		15 years
Tradenames
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	130,819		10,417
Accumulated Amortization	(5,612)		(2,659)
Finite-lived intangible assets (weighted average life)	4 years		4 years
Lease agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,199		7,409
Accumulated Amortization	(6,587)		(6,599)
Finite-lived intangible assets (weighted average life)	6 years		6 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,873		2,929
Accumulated Amortization	$ (2,165)		$ (2,102)
Finite-lived intangible assets (weighted average life)	7 years		7 years

[1] The increase in intangibles during the three month period ended March 31, 2013 relates to $401,900 of intangibles acquired in connection with the Shaw Acquisition (as further discussed in Note 4), partially offset by amortization expense and currency translation. Amortization expense for our intangibles existing at March 31, 2013 is anticipated to be approximately $51,400, $65,700, $60,300, $55,300 and $40,300, for 2013, 2014, 2015, 2016 and 2017, respectively.

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Reconciliation of Weighted Average Basic Shares Outstanding to Diluted Shares Outstanding and Computation of Basic and Diluted EPS (Parenthetical) (Detail) In Thousands, unless otherwise specified	3 Months Ended		1 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Jul. 30, 2012 Shaw Group Inc	Mar. 31, 2013 Shaw Group Inc
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Shares issued in connection with Shaw acquisition			8,893	8,893
Antidilutive shares excluded from diluted EPS	122	165

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Equity-Based Awards in Conjunction with Shaw Acquisition (Detail) (Shaw Group Inc) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Equity-Based Awards (stock settled)	1,362
Total Equity-Based Awards (cash settled)	473	[1]
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Equity-Based Awards (stock settled)	1,081	[2]
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Equity-Based Awards (stock settled)	281	[3]
Total Equity-Based Awards (cash settled)	307	[4]
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Equity-Based Awards (cash settled)	166	[5]

[1] Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I's closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively.

[2] Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively.

[3] Restricted shares represent Shaw unvested restricted shares and performance cash units that were granted subsequent to July 30, 2012, the date of the acquisition agreement, and converted to CB&I restricted shares. These restricted shares continue to vest over the three-year period from the original grant date.

[4] Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date.

[5] Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I's equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years.

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STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS (Tables)

3 Months Ended

Mar. 31, 2013

Equity-Based Awards in Conjunction with Shaw Acquisition

In conjunction with the Shaw Acquisition we converted Shaw’s stock-settled and cash-settled equity-based awards to the following equivalent CB&I awards:

Equity-Based Awards (stock-settled)
Stock options (1)	1,081
Restricted shares (2)	281
Total	1,362
Equity-Based Awards (cash-settled)
Cash-settled RSUs (3)	307
Cash-settled SARs (4)	166
Total (5)	473

⁽¹⁾  Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively.

⁽²⁾  Restricted shares represent Shaw unvested restricted shares and performance cash units that were granted subsequent to July 30, 2012, the date of the acquisition agreement, and converted to CB&I restricted shares. These restricted shares continue to vest over the three-year period from the original grant date.

⁽³⁾  Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date.

⁽⁴⁾  Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I’s equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years.

⁽⁵⁾  Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I’s closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively.

Granted Shares Associated with Incentive Plans

Stock-Settled and Cash-Settled Equity-Based Plans—During the three months ended March 31, 2013, we granted the following shares associated with our equity-based incentive plans:

			Weighted Average
			Grant-Date Fair
	Shares (1)		Value Per Share
Restricted shares		391	$	52.89
Performance shares		366	$	57.40
Total		757

⁽¹⁾  No stock options were granted during the three months ended March 31, 2013.

Stock-Based Incentive Plans and Employee Stock Purchase Plan

During the three months ended March 31, 2013, we had the following activity associated with our equity-based incentive plans and employee stock purchase plan (“ESPP”):

Equity-Based Awards (stock-settled)
Performance shares (issued upon vesting)		667
Restricted shares (issued upon vesting) (1)		742
Stock options (issued upon exercise)		449
ESPP shares (issued upon sale)		55
Total Shares Issued		1,913
Equity-Based Awards (cash-settled)
Cash-settled RSUs (paid upon vesting)	$	1,415
Cash-settled SARs (paid upon exercise)		221
Total Cash Payments	$	1,636

⁽¹⁾  Includes 301 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet.

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Partnering Arrangements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
CB&I/Kentz Joint Venture
Schedule of Investments [Line Items]
Joint venture contract value	3,400,000
CB&I/Clough Joint Venture
Schedule of Investments [Line Items]
Joint venture contract value	2,100,000
CB&I
Schedule of Investments [Line Items]
Percentage of equity investment	50.00%
Percentage of ownership in joint venture	65.00%
Kentz
Schedule of Investments [Line Items]
Percentage of ownership in joint venture	35.00%
Clough
Schedule of Investments [Line Items]
Percentage of ownership in joint venture	35.00%
Shaw Group Inc
Schedule of Investments [Line Items]
Percentage of ownership in joint venture	70.00%
AREVA
Schedule of Investments [Line Items]
Percentage of ownership in joint venture	30.00%
CLG
Schedule of Investments [Line Items]
Percentage of equity investment	50.00%
Net Power
Schedule of Investments [Line Items]
Percentage of equity investment	10.00%
Commitment to invest	50,400
Equity method invested	5,200
Net Power | Maximum
Schedule of Investments [Line Items]
Expected Percentage of ownership interest	50.00%

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Contribution Information for Defined Benefit and Other Postretirement Plans (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contributions made through March 31, 2013	$ 7,959
Contributions expected for the remainder of 2013	9,265
Total contributions expected for 2013	17,224	[1]
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Contributions made through March 31, 2013	458
Contributions expected for the remainder of 2013	2,148
Total contributions expected for 2013	$ 2,606	[1]

[1] Includes approximately $1,064 associated with pension plans acquired in the Shaw Acquisition.

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Total Fair Value by Underlying Risk and Balance Sheet Classification (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	$ 2,504	$ 1,736
Liability Derivatives Fair Value	(5,999)	(5,569)
Interest Rate
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	1,732
Liability Derivatives Fair Value	(3,051)
Foreign Currency
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	772
Liability Derivatives Fair Value	(2,948)
Derivatives Designated As Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	1,916	628
Liability Derivatives Fair Value	(3,988)	(862)
Derivatives Designated As Cash Flow Hedges | Interest Rate | Other Current And Non-Current Asset
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	1,732
Derivatives Designated As Cash Flow Hedges | Interest Rate | Accrued And Other Non-Current Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives Fair Value	(3,051)
Derivatives Designated As Cash Flow Hedges | Foreign Currency | Other Current And Non-Current Asset
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	184	628
Derivatives Designated As Cash Flow Hedges | Foreign Currency | Accrued And Other Non-Current Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives Fair Value	(937)	(862)
Derivatives Not Designated As Cash Flow Hedges
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	588	1,108
Liability Derivatives Fair Value	(2,011)	(4,707)
Derivatives Not Designated As Cash Flow Hedges | Foreign Currency | Other Current And Non-Current Asset
Derivatives, Fair Value [Line Items]
Asset Derivatives Fair Value	588	1,108
Derivatives Not Designated As Cash Flow Hedges | Foreign Currency | Accrued And Other Non-Current Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives Fair Value	$ (2,011)	$ (4,707)

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Components of Inventory (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Components Of Inventory [Line Items]
Raw materials	$ 173,575	$ 11,870
Work in process	36,522	1,360
Finished goods	98,716	19,089
Total	$ 308,813	$ 32,319

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Condensed Consolidated Statements of Changes In Shareholders' Equity (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Dividends paid, per share	$ 0.05	$ 0.05

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Derivative Assets and Liabilities on Gross Basis and Net Settlement Basis (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Gross amounts recognized(i)	$ 2,504	$ 1,736
Gross amounts offset on the balance sheet (ii)
Net amounts presented on the balance sheet (iii)=(i)-(ii)	2,504
Gross Amounts Not Offset on the Balance Sheet Financial Instruments(iv)	(51)
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv)
Net amount (v)=(iii)-(iv)	2,453
Gross amounts recognized(i)	(5,999)	(5,569)
Gross amounts offset on the balance sheet (ii)
Net amounts presented on the balance sheet (iii)=(i)-(ii)	(5,999)
Gross Amounts Not Offset on the Balance Sheet Financial Instruments(iv)	51
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv)
Net amount (v)=(iii)-(iv)	(5,948)
Interest Rate
Derivative [Line Items]
Gross amounts recognized(i)	1,732
Gross amounts offset on the balance sheet (ii)
Net amounts presented on the balance sheet (iii)=(i)-(ii)	1,732
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv)
Net amount (v)=(iii)-(iv)	1,732
Gross amounts recognized(i)	(3,051)
Gross amounts offset on the balance sheet (ii)
Net amounts presented on the balance sheet (iii)=(i)-(ii)	(3,051)
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv)
Net amount (v)=(iii)-(iv)	(3,051)
Foreign Currency
Derivative [Line Items]
Gross amounts recognized(i)	772
Gross amounts offset on the balance sheet (ii)
Net amounts presented on the balance sheet (iii)=(i)-(ii)	772
Gross Amounts Not Offset on the Balance Sheet Financial Instruments(iv)	(51)
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv)
Net amount (v)=(iii)-(iv)	721
Gross amounts recognized(i)	(2,948)
Gross amounts offset on the balance sheet (ii)
Net amounts presented on the balance sheet (iii)=(i)-(ii)	(2,948)
Gross Amounts Not Offset on the Balance Sheet Financial Instruments(iv)	51
Gross Amounts Not Offset on the Balance Sheet Cash Collateral Received (iv)
Net amount (v)=(iii)-(iv)	$ (2,897)

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Shaw Acquisition - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended				3 Months Ended
	Mar. 31, 2013	Feb. 13, 2013	Jul. 30, 2012		Mar. 31, 2013
Business Acquisition [Line Items]
Cash acquired					$ 1,137,927
Cash purchase price, net of cash acquired					1,713,333
Acquisition related cost					61,256
Shaw Group Inc
Business Acquisition [Line Items]
Business acquisition, cost of acquired entity, purchase price		3,349,791	3,349,791
Business acquisition, purchase price cash		2,851,260
Business acquisition, cost of acquired entity, equity consideration		498,531
Cash consideration funded using existing cash balance		1,051,260
Cash acquired		1,137,927	1,137,927
Cash purchase price, net of cash acquired		2,211,864
Cash purchase price, cash portion		1,713,333
Shaw stock conversion price			$ 41.00
Shaw stock conversion shares of CBI			0.12883
Business acquisition common stock issued			8,893,000		8,893,000
Business acquisition equity awards issued			1,362,000
Shaw stock conversion shares of CBI			473,000
Business acquisition, revenue	625,200
Business acquisition, income	32,100
Financing cost incurred on acquisition					19,900
Acquisition related cost					61,300
Recognized interest and fees					8,500
Goodwill	2,449,147		2,449,147	[1]	2,449,147
Shaw Group Inc | Westinghouse Bonds
Business Acquisition [Line Items]
Recognized interest and fees					$ 2,000

[1] Goodwill-Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Given the proximity of the Acquisition Closing Date to the reporting date of March 31, 2013, the allocation of goodwill for each of our operating groups is in process, and therefore, has not been presented. Of the $2,449,147 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $42,600 is deductible for tax purposes.

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INVENTORY (Tables)

3 Months Ended

Mar. 31, 2013

Components of Inventory

The components of inventory at March 31, 2013 and December 31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Raw materials	$	173,575	$	11,870
Work in process		36,522		1,360
Finished goods		98,716		19,089
Total	$	308,813	$	32,319

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SHAW ACQUISITION (Tables)

3 Months Ended

Mar. 31, 2013

Summary of Preliminary Purchase Price Allocation of Shaw Net Assets Acquired At Acquisition Closing Date

The

following table summarizes our preliminary purchase price allocation at the Acquisition Closing Date:

Net tangible assets:
Unrestricted cash	$	1,137,927
Inventory		272,192
Other current assets		494,706
Property and equipment		495,837
Other non-current assets		76,249
Deferred income taxes, net (1)		303,407
Westinghouse obligations, net (2)		(44,793	)
Contracts in progress, net (3)		(1,117,786	)
Accounts payable		(535,488	)
Other current liabilities		(459,530	)
Other non-current liabilities		(123,977	)
Total net tangible assets	$	498,744
Intangible assets (4):
Backlog and customer relationships	$	271,000
Tradenames		120,500
Other		10,400
Total intangible assets	$	401,900
Goodwill (5)		2,449,147
Total purchase price	$	3,349,791
Unrestricted cash acquired		(1,137,927	)
Total purchase price, net of unrestricted cash acquired	$	2,211,864

⁽¹⁾ Deferred Income Taxes—Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $443,184 of deferred tax assets and $139,777 of deferred tax liabilities.

⁽²⁾  Westinghouse Obligations—Westinghouse obligations represents the net obligation we acquired associated with Shaw’s investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion.

⁽³⁾ Contracts in Progress—Included in contracts in progress is a fair value adjustment of approximately $364,000 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This fair value adjustment will be included in revenue on a percentage of completion basis as the applicable projects progress over approximately five to six years.

⁽⁴⁾ Intangible Assets—Acquired intangible assets totaling $401,900 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6.0 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3.0 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5.0 years. The amortization lives and timing of amortization for all the intangibles are based on the estimated periods over which the economic benefits are anticipated to be realized. For the three months ended March 31, 2013, amortization for these intangible assets totaled $5,000.

⁽⁵⁾ Goodwill—Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Given the proximity of the Acquisition Closing Date to the reporting date of March 31, 2013, the allocation of goodwill for each of our operating groups is in process, and therefore, has not been presented. Of the $2,449,147 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $42,600 is deductible for tax purposes.

Unaudited Pro Forma Condensed Combined Financial Information

	Three Months Ended March 31,
	2013		2012
Pro forma revenue	$	2,744,799	$	2,544,003
Pro forma net income	$	87,367	$	70,465
Pro forma net income per share:
Basic	$	0.82	$	0.66
Diluted	$	0.81	$	0.65

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Summary of Outstanding Debt (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current
Revolving facility debt	$ 116,177
Current maturities of term loan	81,250
Current debt	197,427
Long-Term
Senior Notes, $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)	800,000	800,000
Less: current maturities of term loan	(81,250)
Long-term debt	1,700,000	800,000
Term Loan
Long-Term
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin)	981,250
Westinghouse Bonds
Current
Westinghouse bonds

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Summary of Preliminary Purchase Price Allocation of Shaw Net Assets Acquired At Acquisition Closing Date (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		1 Months Ended
	Mar. 31, 2013	Jul. 30, 2012	Feb. 13, 2013 Shaw Group Inc	Jul. 30, 2012 Shaw Group Inc		Mar. 31, 2013 Shaw Group Inc	Jul. 30, 2012 Shaw Group Inc Backlog and customer relationships		Jul. 30, 2012 Shaw Group Inc Tradenames		Jul. 30, 2012 Shaw Group Inc Other Intangible Assets
Business Acquisition [Line Items]
Unrestricted cash				$ 1,137,927
Inventory				272,192
Other current assets				494,706
Property and equipment				495,837
Other non-current assets				76,249
Deferred income taxes, net		364,000		303,407	[1]
Westinghouse obligations, net				(44,793)	[2]
Contracts in progress, net				(1,117,786)	[3]
Accounts payable				(535,488)
Other current liabilities				(459,530)
Other non-current liabilities				(123,977)
Total net tangible assets				498,744
Intangible assets				401,900	[4]	401,900	271,000	[4]	120,500	[4]	10,400	[4]
Goodwill				2,449,147	[5]	2,449,147
Total purchase price			3,349,791	3,349,791
Unrestricted cash acquired	(1,137,927)		(1,137,927)	(1,137,927)
Total purchase price, net of unrestricted cash acquired				2,211,864
Deferred tax assets		443,184
Deferred tax liabilities		$ 139,777

[1] Deferred Income Taxes-Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $443,184 of deferred tax assets and $139,777 of deferred tax liabilities.

[2] Westinghouse Obligations-Westinghouse obligations represents the net obligation we acquired associated with Shaw's investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion.

[3] Contracts in Progress-Included in contracts in progress is a fair value adjustment of approximately $364,000 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This fair value adjustment will be included in revenue on a percentage of completion basis as the applicable projects progress over approximately five to six years.

[4] Intangible Assets-Acquired intangible assets totaling $401,900 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6.0 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3.0 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5.0 years. The amortization lives and timing of amortization for all the intangibles are based on the estimated periods over which the economic benefits are anticipated to be realized. For the three months ended March 31, 2013, amortization for these intangible assets totaled $5,000.

[5] Goodwill-Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Given the proximity of the Acquisition Closing Date to the reporting date of March 31, 2013, the allocation of goodwill for each of our operating groups is in process, and therefore, has not been presented. Of the $2,449,147 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $42,600 is deductible for tax purposes.

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GOODWILL AND OTHER INTANGIBLES (Tables)

3 Months Ended

Mar. 31, 2013

Changes in Goodwill

Goodwill—At March 31, 2013 and December 31, 2012, our goodwill balances were $3,366,591 and $926,711, respectively, attributable to the excess of the purchase price over the fair value of net assets acquired in connection with our acquisitions:

Balance at December 31, 2012	$	926,711
Shaw Acquisition (Note 4)		2,449,147
Foreign currency translation		(8,026	)
Amortization of tax goodwill in excess of book goodwill		(1,241	)
Balance at March 31, 2013	$	3,366,591

Finite- Lived Intangible Assets Balances Including Weighted- Average Useful Lives

The following table provides a summary of our acquired finite-lived intangible assets at March 31, 2013 and December 31, 2012, including weighted-average useful lives for each major intangible asset class and in total:

	March 31, 2013					December 31, 2012
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Finite-lived intangible assets (weighted average life)
Backlog and customer relationships (6 years)	$	271,000	$	(2,116	)	$	—	$	—
Process technologies (15 years)		236,844		(74,487	)		228,304		(71,391	)
Tradenames (4 years)		130,819		(5,612	)		10,417		(2,659	)
Lease agreements (6 years)		7,199		(6,587	)		7,409		(6,599	)
Non-compete agreements (7 years)		2,873		(2,165	)		2,929		(2,102	)
Total (9 years) (1)	$	648,735	$	(90,967	)	$	249,059	$	(82,751	)

⁽¹⁾  The increase in intangibles during the three month period ended March 31, 2013 relates to $401,900 of intangibles acquired in connection with the Shaw Acquisition (as further discussed in Note 4), partially offset by amortization expense and currency translation. Amortization expense for our intangibles existing at March 31, 2013 is anticipated to be approximately $51,400, $65,700, $60,300, $55,300 and $40,300, for 2013, 2014, 2015, 2016 and 2017, respectively.

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PARTNERING ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2013

Summarized Balance Sheet Information of Variable Interest Entities

The following table presents summarized balance sheet information for our consolidated VIEs:

	March 31,		December 31,
	2013		2012
CB&I/Kentz
Current assets	$	99,485	$	82,421
Current liabilities.	$	31,465	$	39,276
CB&I/Clough
Current assets	$	151,522	$	145,666
Current liabilities	$	74,114	$	79,523
CB&I/AREVA
Current assets	$	140,482	$	—
Current liabilities	$	138,786	$	—
All Other
Current assets	$	92,741	$	24,536
Non-current assets	$	50,874	$	—
Total assets	$	143,615	$	24,536
Current liabilities	$	56,655	$	28,339

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Condensed Consolidated Statements of Changes In Shareholders' Equity (USD $) In Thousands	Total	Shaw Group Inc	Common Stock	Common Stock Shaw Group Inc	Additional Paid-In Capital	Additional Paid-In Capital Shaw Group Inc	Retained Earnings	Stock Held in Trust	Treasury Stock	Treasury Stock Shaw Group Inc	Accumulated Other Comprehensive (Loss) Income	Noncontrolling Interests	Noncontrolling Interests Shaw Group Inc
Beginning Balance at Dec. 31, 2011	$ 1,196,430		$ 1,190		$ 371,669		$ 1,018,481	$ (9,788)	$ (142,666)		$ (61,152)	$ 18,696
Beginning Balance (in shares) at Dec. 31, 2011			97,596					752	3,927
Net income	60,974						59,487					1,487
Change in cumulative translation adjustment, net	7,435										6,911	524
Change in unrealized fair value of cash flow hedges, net	911										911
Change in unrecognized prior service pension credits/costs, net	(88)										(88)
Change in unrecognized actuarial pension gains/losses, net	(614)										(614)
Distributions to noncontrolling interests	(2,450)											(2,450)
Dividends paid	(4,885)						(4,885)
Stock-based compensation expense	22,340				22,340
Release of trust shares	5,005				(1,728)			6,733
Release of trust shares (in shares)								(433)
Purchase of treasury stock (in shares)			(2,367)						2,367
Purchase of treasury stock	(105,551)								(105,551)
Issuance of stock (in shares)			1,680						(1,680)
Issuance of stock	16,366				(43,161)				59,527
Ending Balance at Mar. 31, 2012	1,195,873		1,190		349,120		1,073,083	(3,055)	(188,690)		(54,032)	18,257
Ending Balance (in shares) at Mar. 31, 2012			96,909					319	4,614
Beginning Balance at Dec. 31, 2012	1,396,310		1,190		363,417		1,300,742	(3,031)	(193,533)		(101,032)	28,557
Beginning Balance (in shares) at Dec. 31, 2012			96,835					316	4,688
Net income	42,872						33,608					9,264
Change in cumulative translation adjustment, net	(13,043)										(13,926)	883
Change in unrealized fair value of cash flow hedges, net	(1,731)										(1,731)
Change in unrecognized prior service pension credits/costs, net	(192)										(192)
Change in unrecognized actuarial pension gains/losses, net	4,897										4,897
Distributions to noncontrolling interests	(1,065)											(1,065)
Dividends paid	(5,345)						(5,345)
Stock-based compensation expense	38,072				38,072
Acquisition of The Shaw Group Inc. (in shares)				8,893						(2,559)
Acquisition of The Shaw Group Inc.		535,241		85		398,366				100,125			36,665
Issuance of treasury stock to trust (in shares)			98					98	(98)
Issuance of treasury stock to trust					896			(5,245)	4,349
Release of trust shares	4,074				1,537			2,537
Release of trust shares (in shares)								(301)
Purchase of treasury stock (in shares)			(446)						446
Purchase of treasury stock	(23,764)								(23,764)
Issuance of stock (in shares)			1,612						(1,612)
Issuance of stock	21,230				(49,808)				71,038
Ending Balance at Mar. 31, 2013	$ 1,997,556		$ 1,275		$ 752,480		$ 1,329,005	$ (5,739)	$ (41,785)		$ (111,984)	$ 74,304
Ending Balance (in shares) at Mar. 31, 2013			106,992					113	865

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FACILITY REALIGNMENT AND SEVERANCE LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Restructuring and Related Costs

The following table summarizes the movements in the liabilities during the three months ended March 31, 2013:

Balance at December 31, 2012	$	12,752
Charges		—
Shaw Acquisition-related obligations		37,000
Cash payments		(1,261	)
Foreign exchange and other		(50	)
Balance at March 31, 2013	$	48,441

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Segment Information - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Segment	Mar. 31, 2012
Segment Reporting Information [Line Items]
Number of business sectors	4
Revenue	$ 2,251,429	$ 1,201,267
Income from operation	86,514	85,805
Engineering, Construction and Maintenance | Mechanical Erection Project in Asia Pacific Region
Segment Reporting Information [Line Items]
Revenue	28,498
Income from operation	2,510
Fabrication Services
Segment Reporting Information [Line Items]
Revenue	495,048	391,433
Income from operation	45,024	35,786
Intersegment revenue	$ 18,300

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Significant Accounting Policies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Significant Accounting Policies [Line Items]
Contract retentions	$ 48,200	$ 37,200
Allowance for doubtful accounts	1,400	1,300
Transaction fees associated with the Shaw acquisition	61,300
Income tax and associated interest reserves	11,600	5,200
Unrecognized income tax benefits that would affect the effective tax rate if recognized	8,000
Minimum
Significant Accounting Policies [Line Items]
Finite-lived intangible assets useful lives	2 years
Maximum
Significant Accounting Policies [Line Items]
Finite-lived intangible assets useful lives	20 years
Term Loan
Significant Accounting Policies [Line Items]
Hedge against interest rate variability	505,000
Unsecured term loan	1,000,000	1,000,000
Shaw Group Inc
Significant Accounting Policies [Line Items]
Income tax and associated interest reserves	$ 6,400

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Summarized Balance Sheet Information of Variable Interest Entities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
CB&I/Kentz Joint Venture
Variable Interest Entity [Line Items]
Current assets	$ 99,485	$ 82,421
Current liabilities	31,465	39,276
CB&I/Clough Joint Venture
Variable Interest Entity [Line Items]
Current assets	151,522	145,666
Current liabilities	74,114	79,523
CB&I/AREVA Joint Venture
Variable Interest Entity [Line Items]
Current assets	140,482
Current liabilities	138,786
All Other Joint Ventures
Variable Interest Entity [Line Items]
Current assets	92,741	24,536
Non-current assets	50,874
Total assets	143,615	24,536
Current liabilities	$ 56,655	$ 28,339

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Changes in Accumulated Other Comprehensive Income by Component (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31, 2012	$ (101,032)
OCI before reclassifications	(11,247)
Amounts reclassified from AOCI	295
Net OCI	(10,952)
Balance at March 31, 2013	(111,984)
Accumulated Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31, 2012	(21,843)
OCI before reclassifications	(13,926)
Net OCI	(13,926)
Balance at March 31, 2013	(35,769)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31, 2012	296
OCI before reclassifications	(1,221)
Amounts reclassified from AOCI	(510)
Net OCI	(1,731)
Balance at March 31, 2013	(1,435)
Accumulated Defined Benefit Plans Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31, 2012	(79,485)
OCI before reclassifications	3,900
Amounts reclassified from AOCI	805
Net OCI	4,705
Balance at March 31, 2013	$ (74,780)

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Revenue	$ 2,251,429		$ 1,201,267
Cost of revenue	2,005,285		1,048,003
Gross profit	246,144		153,264
Selling and administrative expense	93,968		63,232
Intangibles amortization	9,188		6,092
Equity earnings	(4,485)		(1,800)
Other operating income, net	(297)		(65)
Acquisition-related costs	61,256
Income from operations	86,514		85,805
Interest expense	(22,746)		(2,112)
Interest income	1,871		2,187
Income before taxes	65,639		85,880
Income tax expense	(22,767)		(24,906)
Net income	42,872		60,974
Less: Net income attributable to noncontrolling interests	(9,264)		(1,487)
Net income attributable to CB&I	33,608		59,487
Net income attributable to CB&I per share:
Basic	$ 0.33		$ 0.61
Diluted	$ 0.32		$ 0.60
Weighted average shares outstanding:
Basic	101,802	[1]	97,257	[1]
Diluted	103,507		99,252
Cash dividends on shares:
Amount	$ 5,345		$ 4,885
Per share	$ 0.05		$ 0.05

[1] 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition

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Summary of Preliminary Purchase Price Allocation of Shaw Net Assets Acquired At Acquisition Closing Date (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended			12 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended					3 Months Ended			3 Months Ended			3 Months Ended			3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012	Dec. 31, 2012		Mar. 31, 2013 Backlog and customer relationships	Dec. 31, 2012 Backlog and customer relationships	Mar. 31, 2013 Tradenames	Dec. 31, 2012 Tradenames	Mar. 31, 2013 Minimum	Mar. 31, 2013 Maximum	Mar. 31, 2013 Shaw Group Inc	Jul. 30, 2012 Shaw Group Inc		Mar. 31, 2013 Shaw Group Inc Backlog and customer relationships	Jul. 30, 2012 Shaw Group Inc Backlog and customer relationships		Mar. 31, 2013 Shaw Group Inc Tradenames	Jul. 30, 2012 Shaw Group Inc Tradenames		Mar. 31, 2013 Shaw Group Inc Other Intangible Assets	Jul. 30, 2012 Shaw Group Inc Other Intangible Assets		Mar. 31, 2013 Shaw Group Inc Minimum Backlog and customer relationships	Mar. 31, 2013 Shaw Group Inc Maximum Backlog and customer relationships	Jul. 30, 2012 Shaw Group Inc Westinghouse Bonds
Business Acquisition [Line Items]
Bond obligation													$ 44,793	[1]												$ 1,380,086
Restricted cash																										1,335,293
Estimated lives										2 years	20 years							10 years			15 years			2 years	20 years
Weighted average life	9 years	[2]		9 years	[2]	6 years	6 years	4 years	4 years						6 years			3 years			5 years
Intangible asset amortization expense	9,188		6,092									5,000
Total intangible assets												401,900	401,900	[3]		271,000	[3]		120,500	[3]		10,400	[3]
Estimated total goodwill recorded in conjunction with Shaw Acquisition												2,449,147	2,449,147	[4]
Goodwill deductible for tax purpose													$ 42,600

[1] Westinghouse Obligations-Westinghouse obligations represents the net obligation we acquired associated with Shaw's investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion.

[2] The increase in intangibles during the three month period ended March 31, 2013 relates to $401,900 of intangibles acquired in connection with the Shaw Acquisition (as further discussed in Note 4), partially offset by amortization expense and currency translation. Amortization expense for our intangibles existing at March 31, 2013 is anticipated to be approximately $51,400, $65,700, $60,300, $55,300 and $40,300, for 2013, 2014, 2015, 2016 and 2017, respectively.

[3] Intangible Assets-Acquired intangible assets totaling $401,900 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6.0 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3.0 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5.0 years. The amortization lives and timing of amortization for all the intangibles are based on the estimated periods over which the economic benefits are anticipated to be realized. For the three months ended March 31, 2013, amortization for these intangible assets totaled $5,000.

[4] Goodwill-Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Given the proximity of the Acquisition Closing Date to the reporting date of March 31, 2013, the allocation of goodwill for each of our operating groups is in process, and therefore, has not been presented. Of the $2,449,147 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $42,600 is deductible for tax purposes.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities
Net income	$ 42,872	$ 60,974
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	28,637	16,646
Deferred taxes	65,309	(2,457)
Stock-based compensation expense	38,072	22,340
Equity earnings	(4,485)	(1,800)
Gain on property and equipment transactions	(297)	(65)
Unrealized loss (gain) on foreign currency hedge ineffectiveness	1,756	(1,021)
Excess tax benefits from stock-based compensation	(10,756)	(17,496)
Change in operating assets and liabilities:
Increase in receivables, net	(153,647)	(65,339)
Change in contracts in progress, net	(180,030)	24,162
(Increase) decrease in inventory	(4,302)	2,229
(Decrease) increase in accounts payable	(28,720)	11,982
Decrease in other current and non-current assets	22,515	6,451
Decrease in accrued and other non-current liabilities	(137,964)	(2,104)
Decrease in equity investments	351	17,000
Change in other, net	8,474	(12,168)
Net cash (used in) provided by operating activities	(312,215)	59,334
Cash Flows from Investing Activities
Shaw Acquisition, net of unrestricted cash acquired of $1,137,927	(1,713,333)
Capital expenditures	(14,932)	(10,695)
Proceeds from sale of property and equipment	613	666
Equity investments	(350)
Cash deposited into restricted cash and cash equivalents	(39,498)
Cash withdrawn from restricted cash and cash equivalents	1,958
Proceeds from sale of restricted short-term investments	13,191
Net cash used in investing activities	(1,752,351)	(10,029)
Cash Flows from Financing Activities
Revolving facility borrowings, net	116,177
Term loan borrowings	1,000,000
Excess tax benefits from stock-based compensation	10,756	17,496
Purchase of treasury stock	(23,764)	(104,689)
Issuance of stock	14,889	3,840
Dividends paid	(5,345)	(4,885)
Distributions to noncontrolling interests	(1,065)	(2,450)
Revolving facility and deferred financing costs	(26,987)
Net cash provided by (used in) financing activities	1,821,239	(90,688)
Effect of exchange rate changes on cash and cash equivalents	(7,242)	9,383
Decrease in cash and cash equivalents	(250,569)	(32,000)
Cash and cash equivalents, beginning of the year	643,395	671,811
Cash and cash equivalents, end of the period	392,826	639,811
Senior Notes
Cash Flows from Financing Activities
Cash withdrawn from restricted cash and cash equivalents	800,000
Westinghouse Bonds
Cash Flows from Financing Activities
Cash withdrawn from restricted cash and cash equivalents	1,309,022
Repayment of debt	(1,353,694)
Term Loan
Cash Flows from Financing Activities
Repayment of debt	$ (18,750)

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Financial Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Term Loan
Derivative [Line Items]
Hedge against interest rate variability	$ 505,000
Unsecured term loan	1,000,000	1,000,000
Foreign Exchange Contract Operating Exposure
Derivative [Line Items]
Notional value of outstanding forward contracts	$ 150,600
Foreign Exchange Contract Operating Exposure | Maximum
Derivative [Line Items]
Maturity of foreign currency derivatives from period-end	3 years

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Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2013

Contribution Information for Defined Benefit and Other Postretirement Plans

The following table provides updated contribution information for our plans at March 31, 2013:

			Other Postretirement
	Pension Plans		Plans
Contributions made through March 31, 2013	$	7,959	$	458
Contributions expected for the remainder of 2013		9,265		2,148
Total contributions expected for 2013 (1)	$	17,224	$	2,606

⁽¹⁾  Includes approximately $1,064 associated with pension plans acquired in the Shaw Acquisition.

Components of Net Periodic Benefit Cost

The following table provides a breakout of the components of net periodic benefit cost associated with our defined benefit pension and other postretirement plans for the three months ended March 31, 2013 and 2012:

	Three Months Ended
	March 31,
	2013			2012
Pension Plans
Service cost	$	1,645		$	984
Interest cost		7,030			6,737
Expected return on plan assets		(6,565	)		(6,030	)
Amortization of prior service credits		(115	)		(115	)
Recognized net actuarial losses		1,135			676
Net periodic benefit cost (1)	$	3,130		$	2,252
Other Postretirement Plans
Service cost	$	311		$	281
Interest cost		516			659
Amortization of prior service credits		(67	)		(67	)
Recognized net actuarial gains		(129	)		(70	)
Net periodic benefit cost	$	631		$	803

⁽¹⁾  Includes approximately $186 of income associated with pension plans acquired in the Shaw Acquisition.

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Total Value Recognized in Cost of Revenue for Derivatives which Do Not Seek Hedge Accounting Treatment, by Underlying Risk (Detail) (Derivatives Not Designated As Cash Flow Hedges, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Cost of Revenue on Derivatives	$ (427)	$ (1,854)
Foreign Currency
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Cost of Revenue on Derivatives	$ (427)	$ (1,854)

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AOCI

3 Months Ended

Mar. 31, 2013

AOCI

13. AOCI

As noted in the New Accounting Standards section of Note 2, additional AOCI disclosures are required, including (1) changes in AOCI balances by component and (2) significant items reclassified from AOCI into earnings. The following tables present changes in AOCI by component and reclassification of AOCI into earnings for the three months ended March 31, 2013:

	Three Months Ended March 31, 2013
	Currency			Unrealized			Defined Benefit
	Translation			Fair Value Of			Pension and Other
	Adjustment			Cash Flow Hedges			Postretirement Plans			Total
Balance at December 31, 2012	$	(21,843	)	$	296		$	(79,485	)	$	(101,032	)
OCI before reclassifications		(13,926	)		(1,221	)		3,900			(11,247	)
Amounts reclassified from AOCI		—			(510	)		805			295
Net OCI		(13,926	)		(1,731	)		4,705			(10,952	)
Balance at March 31, 2013	$	(35,769	)	$	(1,435	)	$	(74,780	)	$	(111,984	)

	Amount
	Reclassified
AOCI Components	From AOCI
Unrealized Fair Value Of Cash Flow Hedges (1)
Interest rate derivatives (interest expense)	$	(166	)
Foreign currency derivatives (cost of revenue)		(411	)
Total, before taxes	$	(577	)
Taxes		67
Total, net of taxes	$	(510	)
Defined Benefit Pension and Other Postretirement Plans (2)
Amortization of prior service costs/credits	$	(182	)
Recognized net actuarial gains/losses		1,006
Total, before taxes	$	824
Taxes		(19	)
Total, net of taxes	$	805

⁽¹⁾  See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.

⁽²⁾  See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost.

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AOCI (Tables)

3 Months Ended

Mar. 31, 2013

Changes in AOCI Balances by Component

	Three Months Ended March 31, 2013
		Currency			Unrealized			Defined Benefit
		Translation			Fair Value Of			Pension and Other
		Adjustment			Cash Flow Hedges			Postretirement Plans			Total
Balance at December 31, 2012		$	(21,843	)	$	296		$	(79,485	)	$	(101,032	)
OCI before reclassifications			(13,926	)		(1,221	)		3,900			(11,247	)
Amounts reclassified from AOCI			—			(510	)		805			295
Net OCI			(13,926	)		(1,731	)		4,705			(10,952	)
Balance at March 31, 2013		$	(35,769	)	$	(1,435	)	$	(74,780	)	$	(111,984	)

Significant Items Reclassified From AOCI Into Earnings

Amount
	Reclassified
AOCI Components	From AOCI
Unrealized Fair Value Of Cash Flow Hedges (1)
Interest rate derivatives (interest expense)	$	(166	)
Foreign currency derivatives (cost of revenue)		(411	)
Total, before taxes	$	(577	)
Taxes		67
Total, net of taxes	$	(510	)
Defined Benefit Pension and Other Postretirement Plans (2)
Amortization of prior service costs/credits	$	(182	)
Recognized net actuarial gains/losses		1,006
Total, before taxes	$	824
Taxes		(19	)
Total, net of taxes	$	805

⁽¹⁾  See Note 10 for further discussion of our cash flow hedges, including the total value reclassified from AOCI to earnings.

⁽²⁾  See Note 11 for further discussion of our defined benefit pension and other postretirement plans, including the components of net periodic benefit cost.

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UNAPPROVED CHANGE ORDERS AND CLAIMS

3 Months Ended

Mar. 31, 2013

UNAPPROVED CHANGE ORDERS AND CLAIMS

15. UNAPPROVED CHANGE ORDERS AND CLAIMS

We recognize revenue associated with unapproved change orders and claims to the extent that related costs have been incurred, recovery is probable and the value can be reliably estimated. The following table summarizes information related to our significant unapproved change orders and claims with our customers (for which we have adjusted project price) at March 31, 2013 and 2012:

	Three Months Ended
	March 31,
	2013
Amounts included in project price—December 31, 2012	$	47,100
Amounts acquired in the Shaw Acquisition		464,600
Increase in project price, net		9,500
Amounts included in project price—March 31, 2013	$	521,200
Revenue recorded on a POC basis during the three months ended March 31, 2013	$	9,400
Revenue recorded on a POC basis cumulatively through March 31, 2013 (1)	$	150,600

⁽¹⁾ Of the cumulative amount recognized on a POC basis through March 31, 2013, $98,800 was recorded in our Shaw Acquisition Closing Date balance sheet.

We have consortium agreements (the “Consortium Agreements”) with WEC under which we have contracted with two separate customers (the “Customer Contracts”) for the construction of two nuclear power plants in Georgia (“Georgia Nuclear Project”) and South Carolina (“SC Nuclear Project”) (collectively, the “Nuclear Projects”). The Nuclear Projects are reflected within our Engineering, Construction and Maintenance operating group. Under the scope of work provided in each of the Consortium Agreements, WEC is primarily responsible for engineering and procurement activities associated with the nuclear island component of the Nuclear Projects, while we are responsible for engineering and procurement for the balance of plant and substantially all of the construction activities for the Nuclear Projects. The Customer Contracts provide WEC and us contractual entitlement (“Customer Obligation”) for recovery of certain estimated costs in excess of contractually stipulated amounts. In addition to the aforementioned protections for us under the Customer Contracts, the Consortium Agreements also provide contractual entitlement for us to recover from WEC (“WEC Obligation”) certain estimated costs in excess of contractually stipulated amounts, to the extent not recoverable from our customers related to the Customer Obligation.

The table above includes approximately $462,600 of unapproved change orders and claims with our customer for the Georgia Nuclear Project. The unapproved change orders and claims are for amounts we believe are due related to the Customer Obligation and claim amounts resulting from increased engineering, equipment supply, material and fabrication and construction costs resulting from regulatory-required design changes and delays in our customer’s obtaining combined operating licenses (“COLs”) for the project. Specifically, we have entered into a formal dispute resolution process on certain claims associated with backfill activities, the shield building, large structural modules and COL issuance delays. Although we have not reached resolution with our customer for the aforementioned matters, at March 31, 2013, we had received cumulative payments from our customer totaling $125,800 related to the unapproved change order and claim amounts.

The table above excludes amounts included in project price that we believe are contractually recoverable under the WEC Obligation for the Nuclear Projects even when we are seeking recovery from the customers. As of March 31, 2013, the amounts included in project price for our estimated recoveries under the WEC Obligation for the Nuclear Projects are approximately $312,200. Cumulative revenue recognized on a POC basis through March 31, 2013 was approximately $69,600, of which approximately $3,300 was recorded as revenue during the three months ended March 31, 2013, and the remainder was recorded in our Shaw Acquisition Closing Date balance sheet. The amounts recoverable from WEC will reduce to the extent we are successful in recovering amounts from our customers related to the Customer Obligation.

We believe the amounts included in contract price related to the Customer and WEC Obligations are recoverable under existing provisions of our contractual arrangements. However, the Nuclear Projects have long construction durations and the cost estimates cover costs that will be incurred over several years. Further, it is expected that the cost estimates resulting from the design changes and COL delays will continue to be refined as more information becomes available. It is possible that these commercial matters may not be resolved in the near term.

In addition to the aforementioned unapproved change orders and claims for the Georgia Nuclear Project, the table above includes additional unapproved change orders and claims totaling approximately $58,600 related to other projects within our Engineering, Construction and Maintenance and Fabrication Services operating groups.

Our recorded unapproved change orders and claims reflect our best estimate of recovery amounts. However, the ultimate resolution and amounts received could differ from these estimates and could result in the reversal of previously recognized revenue and the repayment of amounts received in advance of resolution.

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Contribution Information for Defined Benefit and Other Postretirement Plans (Parenthetical) (Detail) (Shaw Group Inc, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Shaw Group Inc
Defined Benefit Plan Disclosure [Line Items]
Total contributions expected for 2013	$ 1,064

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Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Shaw Acquisition, cash acquired	$ 1,137,927

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net income	$ 42,872	$ 60,974
Other comprehensive (loss) income, net of tax:
Change in cumulative translation adjustment	(13,043)	7,435
Change in unrealized fair value of cash flow hedges	(1,731)	911
Change in unrecognized prior service pension credits/costs	(192)	(88)
Change in unrecognized actuarial pension gains/losses	4,897	(614)
Comprehensive income	32,803	68,618
Less: Net income attributable to noncontrolling interests	(9,264)	(1,487)
Less: Change in cumulative translation adjustment attributable to noncontrolling interests	(883)	(524)
Comprehensive income attributable to CB&I	$ 22,656	$ 66,607

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FACILITY REALIGNMENT AND SEVERANCE LIABILITIES

3 Months Ended

Mar. 31, 2013

FACILITY REALIGNMENT AND SEVERANCE LIABILITIES

8. FACILITY REALIGNMENT AND SEVERANCE LIABILITIES

At March 31, 2013 and December 31, 2012, we had a facility realignment liability related to the recognition of future operating lease expense for unutilized facility capacity where we remain contractually obligated to a lessor. The liability was recognized within accrued liabilities and other non-current liabilities, as applicable, based upon the anticipated timing of payment. At March 31, 2013, we also had $37,000 of liabilities recognized in accrued liabilities related to change-in-control obligations associated with the Shaw Acquisition. The following table summarizes the movements in the liabilities during the three months ended March 31, 2013:

Balance at December 31, 2012	$	12,752
Charges		—
Shaw Acquisition-related obligations		37,000
Cash payments		(1,261	)
Foreign exchange and other		(50	)
Balance at March 31, 2013	$	48,441

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 15, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	CBI
Entity Registrant Name	CHICAGO BRIDGE & IRON CO N V
Entity Central Index Key	0001027884
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		107,039,924

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DEBT

3 Months Ended

Mar. 31, 2013

DEBT

9. DEBT

Our outstanding debt at March 31, 2013 and December 31, 2012 was as follows:

	March 31,			December 31,
	2013			2012
Current
Westinghouse bonds	$	—		$	—
Revolving facility debt		116,177			—
Current maturities of term loan		81,250			—
Current debt	$	197,427		$	—
Long-Term
Term Loan: $1,000,000 term loan (interest at LIBOR plus an applicable floating margin)		981,250			—
Senior Notes, $800,000 senior notes, series A-D (fixed interest ranging from 4.15% to 5.30%)		800,000			800,000
Less: current maturities of term loan		(81,250	)		—
Long-term debt	$	1,700,000		$	800,000

Westinghouse Bonds—In 2006, Shaw purchased a 20% equity interest in Westinghouse Electric Company (“WEC”), the majority-owner of which is Toshiba Corporation (“Toshiba”). Shaw’s total cost of the equity investment was approximately $1,100,000, which was financed through the Japanese private placement market by issuing 128,980,000 Japanese Yen (“JPY”) (equivalent to approximately $1,100,000 at the time of issuance) limited recourse bonds (the “Westinghouse Bonds”). In conjunction with Shaw’s investment in Westinghouse, Shaw also entered into JPY-denominated put option agreements (the “Put Option”) that provided Shaw an option to sell its investment in Westinghouse to Toshiba for 96.7% of the original investment value (approximately 124,724,000 JPY or approximately $1,064,000). In October 2012, Shaw exercised the Put Option, which required Toshiba to fund approximately 124,724,000 billion JPY (approximately $1,309,000) into a JPY-denominated trust account for purposes of repaying the Westinghouse Bonds on their maturity date of March 15, 2013. The trust account was funded by Toshiba on January 4, 2013. On March 15, 2013, the Westinghouse Bond holders were repaid from proceeds of the trust account and a payment by CB&I for the remaining 3.3% shortfall of the principal amount (approximately 4,256,000 JPY or $44,700). Accordingly, the Westinghouse Bonds, and the associated cash funded by Toshiba into the trust account, were not reflected in our March 31, 2013 Balance Sheet, but were included in Shaw’s Acquisition Closing Date balance sheet. See Note 4 for further discussion of the preliminary purchase price allocation associated with the Shaw Acquisition.

Revolving Facilities—We have a four-year, $1,100,000, committed and unsecured revolving credit facility (the “Revolving Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and Bank of America, N.A. (“BofA”), as syndication agent, which expires in July 2014. The Revolving Facility was amended effective December 21, 2012 to allow for the Shaw Acquisition and related financing as further described below. The Revolving Facility, as amended, has a borrowing sublimit of $550,000 and certain financial covenants, including a temporary maximum leverage ratio of 3.25 beginning at the Acquisition Closing Date, with such maximum declining to its previous level of 2.50 within six quarters of the Acquisition Closing Date, a minimum fixed charge coverage ratio of 1.75 and a minimum net worth level calculated as $1,465,000 at March 31, 2013. The Revolving Facility also includes customary restrictions regarding subsidiary indebtedness, sales of assets, liens, investments, type of business conducted, and mergers and acquisitions, as well as a trailing twelve-month limitation of $300,000 for dividend payments and share repurchases (subject to certain financial covenants), among other restrictions. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages are based upon our quarterly leverage ratio. In the event that we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At March 31, 2013, we had no outstanding borrowings under the facility, but had $374,186 of outstanding letters of credit, providing $725,814 of available capacity. Such letters of credit are generally issued to customers in the ordinary course of business to support advance payments and performance guarantees, in lieu of retention on our contracts, or in certain cases, are issued in support of our insurance program. During the three-months ended March 31, 2013, our maximum outstanding borrowings under the facility were $70,000.

We also have a five-year, $650,000, committed and unsecured revolving credit facility (the “Second Revolving Facility”) with BofA, as administrative agent, and Credit Agricole Corporate and Investment Bank (“Credit Agricole”), as syndication agent, which expires in February 2018. The Second Revolving Facility supplements our Revolving Facility, has a $487,500 borrowing sublimit and financial and restrictive covenants similar to those noted above for the Revolving Facility. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. The interest, letter of credit fee, and commitment fee percentages are based upon our quarterly leverage ratio. In the event that we borrow funds under the facility, interest is assessed at either prime plus an applicable floating margin, or LIBOR plus an applicable floating margin. At March 31, 2013, we had $97,000 of outstanding borrowings and $130,490 of outstanding letters of credit under the facility (including $124,562 to replace Shaw’s previous credit facilities), providing $422,510 of available capacity. During the three months ended March 31, 2013, our maximum outstanding borrowings under the facility were $233,000.

Term Loan—We have $981,250 remaining on a four-year, $1,000,000 unsecured Term Loan with BofA as administrative agent, which was used to fund a portion of the Shaw Acquisition on the Acquisition Closing Date. Interest and principal under the Term Loan is payable quarterly in arrears and bears interest at LIBOR plus an applicable floating margin. However, we entered into an interest rate swap on February 28, 2013 to hedge against $505,000 of the $1,000,000 Term Loan, which resulted in a weighted average interest rate of approximately 2.47% during the three months ended March 31, 2013, inclusive of the applicable floating margin of 2.0%. Annual maturities for the Term Loan are $75,000, $100,000, $100,000, $150,000 and $575,000 in 2013, 2014, 2015, 2016 and 2017, respectively. The Term Loan has financial and restrictive covenants similar to those noted above for the Revolving Facility.

Senior Notes—We have a series of senior notes totaling $800,000 in the aggregate (“Senior Notes”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Agricole, as administrative agents, which were used to fund a portion of the Shaw Acquisition. The Senior Notes were funded into an escrow account on December 28, 2012, and were restricted from use until the Acquisition Closing Date. Accordingly, the escrowed funds were recorded as restricted cash, and the Senior Notes were recorded as long-term debt, on our December 31, 2012 Balance Sheet. The Senior Notes have financial and restrictive covenants similar to those noted above for the Revolving Facility and include Series A through D, which contain the following terms:

• Series A—Interest due semi-annually at a fixed rate of 4.15%, with principal of $150,000 due in December 2017

• Series B—Interest due semi-annually at a fixed rate of 4.57%, with principal of $225,000 due in December 2019

• Series C—Interest due semi-annually at a fixed rate of 5.15%, with principal of $275,000 due in December 2022

• Series D—Interest due semi-annually at a fixed rate of 5.30%, with principal of $150,000 due in December 2024

Uncommitted Facilities—We also have various short-term, uncommitted revolving credit facilities (the “Uncommitted Facilities”) across several geographic regions of approximately $1,829,400. These facilities are generally used to provide letters of credit or bank guarantees to customers to support advance payments and performance guarantees in the ordinary course of business or in lieu of retention on our contracts. At March 31, 2013, we had $19,177 of outstanding borrowings and $749,660 of outstanding letters of credit under these facilities (including $100,030 to replace Shaw’s previous credit facilities), providing $1,060,563 of available capacity. In addition to providing letters of credit or bank guarantees, we also issue surety bonds in the ordinary course of business to support our contract performance.

Compliance and Other—As of March 31, 2013, we were in compliance with all of our restrictive and financial covenants. Capitalized interest was insignificant at March 31, 2013 and December 31, 2012.

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Summary Of Information Related To Significant Unapproved Change Orders And Claims (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Schedule Of Unapproved Claims And Change Orders [Line Items]
Amounts included in project price-December 31, 2012	$ 47,100
Amounts acquired in the Shaw Acquisition	464,600
Increase in project price, net	9,500
Amounts included in project price-March 31, 2013	521,200
Revenue recorded on a POC basis during the three months ended March 31, 2013	9,400
Revenue recorded on a POC basis cumulatively through March 31, 2013	$ 150,600	[1]

[1] Of the cumulative amount recognized on a POC basis through March 31, 2013, $98,800 was recorded in our Shaw Acquisition Closing Date balance sheet.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents ($156,879 and $142,285 related to variable interest entities ("VIEs"))	$ 392,826	$ 643,395
Restricted cash (related to the Shaw Acquistion)		800,000
Accounts receivable, net ($135,436 and $63,649 related to VIEs)	1,294,396	752,985
Inventory	308,813	32,319
Costs and estimated earnings in excess of billings ($178,382 and $38,967 related to VIEs)	918,483	303,540
Deferred income taxes	484,451	88,681
Other current assets	220,660	100,635
Total current assets	3,619,629	2,721,555
Equity investments	107,082	97,267
Property and equipment, net ($25,452 and $0 related to VIEs)	775,820	285,871
Deferred income taxes	74,506	73,201
Goodwill	3,366,591	926,711
Other intangibles, net	557,768	166,308
Other non-current assets ($25,422 and $0 related to VIEs)	147,465	58,762
Total assets	8,648,861	4,329,675
Liabilities
Revolving facility debt	116,177
Current maturities of long-term debt	81,250
Accounts payable ($245,685 and $87,301 related to VIEs)	1,161,272	654,504
Accrued liabilities	692,949	354,700
Billings in excess of costs and estimated earnings ($42,561 and $39,105 related to VIEs)	2,311,638	758,938
Deferred income taxes	6,932	4,380
Total current liabilities	4,370,218	1,772,522
Long-term debt	1,700,000	800,000
Other non-current liabilities	347,877	272,443
Deferred income taxes	233,210	88,400
Total liabilities	6,651,305	2,933,365
Shareholders' Equity
Common stock, Euro .01 par value; shares authorized: 250,000; shares issued: 107,857 and 101,522; shares outstanding: 106,992 and 96,835	1,275	1,190
Additional paid-in capital	752,480	363,417
Retained earnings	1,329,005	1,300,742
Stock held in trust	(5,739)	(3,031)
Treasury stock, at cost: 865 and 4,687 shares	(41,785)	(193,533)
Accumulated other comprehensive loss	(111,984)	(101,032)
Total CB&I shareholders' equity	1,923,252	1,367,753
Noncontrolling interests	74,304	28,557
Total shareholders' equity	1,997,556	1,396,310
Total liabilities and shareholders' equity	$ 8,648,861	$ 4,329,675

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2013

EARNINGS PER SHARE

3. EARNINGS PER SHARE

A reconciliation of weighted average basic shares outstanding to weighted average diluted shares outstanding and the computation of basic and diluted EPS are as follows:

	Three Months Ended March 31,
	2013		2012
Net income attributable to CB&I	$	33,608	$	59,487
Weighted average shares outstanding—basic (1)		101,802		97,257
Effect of restricted shares/performance shares/stock options (2)		1,633		1,926
Effect of directors’ deferred-fee shares		72		69
Weighted average shares outstanding—diluted		103,507		99,252
Net income attributable to CB&I per share:
Basic	$	0.33	$	0.61
Diluted	$	0.32	$	0.60
(1) 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition
(2) Antidilutive options excluded from EPS		122		165

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) for CB&I have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These Financial Statements include all wholly-owned subsidiaries and those entities which we are required to consolidate in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Consolidations Topic 810 (“FASB ASC 810”). See the “Partnering Arrangements” section of this footnote for further discussion of our consolidation policy for those entities that are not wholly-owned. We believe these Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our results of operations and cash flows for the three months ended March 31, 2013 and 2012 and our financial position as of March 31, 2013. The December 31, 2012 Condensed Consolidated Balance Sheet (“Balance Sheet”) was derived from our December 31, 2012 audited Consolidated Balance Sheet. Inventory balances at December 31, 2012 have been reclassified from other current assets to conform to our March 31, 2013 presentation.

We believe the disclosures accompanying these Financial Statements are adequate to make the information presented not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim reporting periods. The results of operations and cash flows for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K (“2012 Annual Report”).

Use of Estimates—The preparation of our Financial Statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We believe the most significant estimates and judgments are associated with revenue recognition for our contracts, including the recognition of incentive fees and unapproved change orders and claims; determination of fair value with respect to acquired tangible and intangible assets and liabilities; recoverability assessments that must be periodically performed with respect to long-lived assets, goodwill and other intangible asset balances; valuation of financial instruments, deferred tax assets and inventory; the determination of liabilities related to self-insurance programs and income taxes; and consolidation determinations with respect to our partnering arrangements. If the underlying estimates and assumptions upon which our Financial Statements are based change in the future, actual amounts may differ from those included in the accompanying Financial Statements.

Revenue Recognition—Revenue for our operating groups is primarily derived from long-term contracts for which revenue is recognized using the percentage of completion (“POC”) method, primarily based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract. We follow the guidance of FASB ASC Revenue Recognition Topic 605-35 for accounting policies relating to our use of the POC method, estimating costs, and revenue recognition, including the recognition of incentive fees, unapproved change orders and claims, and combining and segmenting contracts. We primarily utilize the cost-to-cost approach to estimate POC as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates.

Our long-term contracts are awarded on a competitive bid and negotiated basis and the timing of revenue recognition may be impacted by the terms of such contracts. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Fixed-price contracts, and hybrid contracts with a more significant fixed-price component, tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of revenue recognition. Our shorter term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit price basis.

Contract revenue for our long-term contracts reflects the original contract price adjusted for approved change orders and estimated recoveries for incentive fees, unapproved change orders and claims. We recognize revenue associated with incentives fees when the value can be reliably estimated and realization is reasonably assured. We recognize revenue associated with unapproved change orders and claims to the extent that related costs have been incurred, recovery is probable and the value can be reliably estimated. Our recorded incentive fees, unapproved change orders and claims reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates. See Note 15 for additional discussion of our unapproved change orders and claims.

With respect to our engineering, procurement, and construction (“EPC”) services, our contracts are not segmented between types of services, such as engineering and construction, if each of the EPC components is negotiated concurrently or if the pricing of any such services is subject to the ultimate negotiation and agreement of the entire EPC contract. However, we segment an EPC contract if it includes technology or fabrication services provided by a differing operating group and the technology or fabrication scope is independently negotiated and priced. In addition, an EPC contract including technology or fabrication services may be segmented if we satisfy the segmenting criteria in ASC 605-35. Revenue recorded in these situations is based on our prices and terms for similar services to third party customers. Segmenting a contract may result in different interim rates of profitability for each scope of service than if we had recognized revenue on a combined basis. In some instances, we may combine contracts that are entered into in multiple phases, but are interdependent and include pricing considerations by us and the customer that are impacted by all phases of the project. Otherwise, if each phase is independent of the other and pricing considerations do not give effect to another phase, the contracts will not be combined.

Cost of revenue for our long-term contracts includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, completion of certain phases of the work, or when services are provided. Cumulative costs and estimated earnings recognized to-date in excess of cumulative billings is reported on the Balance Sheet as costs and estimated earnings in excess of billings. Cumulative billings in excess of cumulative costs and estimated earnings recognized to-date is reported on the Balance Sheets as billings in excess of costs and estimated earnings. Any uncollected billed revenue, including contract retentions, is reported as accounts receivable. At March 31, 2013 and December 31, 2012, accounts receivable included contract retentions of approximately $48,200 and $37,200, respectively. Contract retentions due beyond one year were not significant at March 31, 2013 or December 31, 2012.

Revenue for our government contracts and cost-reimbursable service contracts that do not satisfy the criteria for revenue recognition under the POC method is generally recorded at the time services are performed.

Revenue for our pipe and steel fabrication and catalyst manufacturing contracts that are independent of an EPC contract, or for which we satisfy the segmentation criteria discussed above, is recognized upon shipment of the fabricated or manufactured units. During the fabrication or manufacturing process, all related direct and allocable indirect costs are capitalized as work in process inventory and such costs are recorded as cost of revenue at the time of shipment.

Our billed and unbilled revenue may be exposed to potential credit risk if our customers should encounter financial difficulties, and we maintain reserves for specifically-identified potential uncollectible receivables. At March 31, 2013 and December 31, 2012, allowances for doubtful accounts were approximately $1,400 and $1,300, respectively.

Other Operating Expense (Income), Net—Other operating expense (income), net, generally represents losses (gains) on the sale of property and equipment.

Acquisition-Related Costs—Acquisition-related costs during the three months ended March 31, 2013 included transaction costs and change-in-control and severance-related costs of approximately $61,300 associated with our acquisition of The Shaw Group, Inc. (“Shaw”) (the “Shaw Acquisition” or “the Acquisition”), as further described in Note 4.

Goodwill and Other Intangible Assets— Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of the beginning of that year’s fourth quarter. As part of our annual impairment assessment in the fourth quarter of 2012, we performed a qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying value. Based upon this qualitative assessment, a two-phase quantitative assessment was not required to be performed for any of our reporting units. If, based on future qualitative assessments, the two-phase quantitative assessment is deemed necessary, the first phase would screen for impairment, while the second phase, if necessary, would measure impairment. If required, the implied fair value of a reporting unit would be derived by estimating the unit’s discounted future cash flows. During the three months ended March 31, 2013, no indicators of goodwill impairment were identified.

We amortize our finite-lived intangible assets utilizing either a straight-line or other basis that reflects the period the associated contractual or economic benefits are expected to be realized, with lives ranging from 2 to 20 years, absent any indicators of impairment. We review tangible assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group will be compared to the asset’s carrying amount to determine if impairment exists. During the three months ended March 31, 2013, no indicators of impairment were identified. See Note 6 for additional discussion of our goodwill and other intangible assets.

Earnings Per Share (“EPS”)—Basic EPS is calculated by dividing net income attributable to CB&I by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of dilutive securities, consisting of restricted shares, performance shares (where performance criteria have been met), stock options and directors’ deferred-fee shares. See Note 3 for calculations associated with basic and diluted EPS.

Cash Equivalents—Cash equivalents are considered to be all highly liquid securities with original maturities of three months or less.

Inventory—Inventory is recorded at the lower of cost or market and cost is determined using the first-in-first-out (“FIFO”) or weighted-average cost method. The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to current locations and conditions. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. See Note 5 for additional disclosures associated with our inventory.

Foreign Currency—The nature of our business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss) (“AOCI”). This balance which has been impacted in the three months ended March 31, 2013 primarily by movements in the Euro exchange rate against the U.S. dollar, is net of tax, where applicable. Foreign currency exchange gains (losses) are included within cost of revenue and were immaterial for the three months ended March 31, 2013 and 2012.

Financial Instruments—We utilize derivative instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below:

• Foreign Currency Exchange Rate Derivatives—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of credit risk and forward points, instruments deemed ineffective during the period and instruments that we do not designate as cash flow hedges are recognized within cost of revenue.

• Interest Rate Derivatives—Our interest rate derivatives are limited to a swap arrangement entered on February 28, 2013 to hedge against interest rate variability associated with $505,000 of our $1,000,000 unsecured term loan (the “Term Loan”). The swap arrangement is designated as a cash flow hedge, as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Therefore, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.

For those contracts designated as cash flow hedges, we document all relationships between the derivative instruments and associated hedged items, as well as our risk-management objectives and strategy for undertaking hedge transactions. This process includes linking all derivatives to specific firm commitments or highly-probable forecasted transactions. We continually assess, at inception and on an on-going basis, the effectiveness of derivative instruments in offsetting changes in the cash flow of the designated hedged items. Hedge accounting designation is discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flow of the hedged item, including firm commitments or forecasted transactions, (2) the derivative is sold, terminated, exercised, or expires, (3) it is no longer probable that the forecasted transaction will occur, or (4) we determine that designating the derivative as a hedging instrument is no longer appropriate. See Note 10 for additional discussion of our financial instruments.

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using currently enacted income tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The final realization of deferred tax assets depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. We continually review our facts and circumstances and as further information is known or events occur, changes in our deferred tax assets may be recorded.

We provide income tax and associated interest reserves, where applicable, in situations where we have and have not received tax assessments. Tax and associated interest reserves are provided in those instances where we consider it more likely than not that additional tax will be due in excess of amounts reflected in income tax returns filed worldwide. At March 31, 2013, our reserves totaled approximately $11,600, including $6,400 from the Shaw Acquisition. If these income tax benefits are ultimately recognized, approximately $8,000 would impact the effective tax rate as we are contractually indemnified for the remaining balances. At December 31, 2012, our reserves totaled approximately $5,200. As a matter of standard policy, we continually review our exposure to additional income tax obligations and as further information is known or events occur, changes in our tax and interest reserves may be recorded within income tax expense and interest expense, respectively.

Partnering Arrangements—In the ordinary course of business, we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (collectively referred to as “venture(s)”). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights. The venture entity generally contracts directly with the third party customer; however, services may be performed directly by the venture entity, or may be performed by us or our partners, or a combination thereof.

Venture net assets consist primarily of cash, working capital and property and equipment, and assets may be restricted from being used to fund obligations outside of the venture. These ventures typically have limited third-party debt or have debt that is non-recourse in nature; however, they may provide for capital calls to fund operations or require participants in the venture to provide additional financial support, including advance payment or retention letters of credit.

Each venture is assessed at inception and on an ongoing basis as to whether it qualifies as a variable interest entity (“VIE”) under the consolidations guidance in FASB ASC 810. Our ventures generally qualify as a VIE when they (1) meet the definition of a legal entity, (2) absorb the operational risk of the projects being executed, creating a variable interest, and (3) lack sufficient capital investment from the partners, potentially resulting in the venture requiring additional subordinated financial support, if necessary, to finance its future activities.

If at any time a venture qualifies as a VIE, we are required to perform a qualitative assessment to determine whether we are the primary beneficiary of the VIE and therefore, need to consolidate the VIE. We are the primary beneficiary if we have (1) the power to direct the economically significant activities of the VIE and (2) the right to receive benefits from, and obligation to absorb losses of, the VIE. If the venture is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the venture, we consolidate the venture. If we are not determined to be the primary beneficiary of the VIE, or only have the ability to significantly influence, rather than control the venture, we do not consolidate the venture. We account for unconsolidated ventures using the equity method or proportionate consolidation. At March 31, 2013 and December 31, 2012, we had no material proportionately consolidated ventures. See Note 7 for additional discussion of our material partnering arrangements.

New Accounting Standards—In January 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-01, which requires companies to disclose additional information about derivative instruments that are subject to master netting arrangements (“MNAs”). See Note 10 for our applicable disclosures.

In February 2013, the FASB issued ASU 2013-02, which requires companies to disclose additional information about AOCI, including changes in AOCI balances by component and significant items reclassified from AOCI into earnings. See Note 13 for our applicable disclosures.

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STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS

3 Months Ended

Mar. 31, 2013

STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS

14. STOCK-SETTLED AND CASH-SETTLED EQUITY-BASED AWARDS

General—Changes in common stock, additional paid-in capital, stock held in trust and treasury stock since December 31, 2012 primarily related to the issuance of 8,893 shares of CB&I common stock and 1,362 CB&I equity awards in conjunction with the Shaw Acquisition (as previously discussed in Note 4) and additional activity associated with our stock-based compensation plans, including share repurchases for taxes withheld on taxable share distributions. Additionally, in conjunction with the Shaw Acquisition, certain Shaw cash-settled equity-based awards were converted into equivalent CB&I awards.

Shaw Acquisition—As discussed in Note 4, at the Acquisition Closing Date, unvested and unexercised equity-based awards (including stock options and restricted shares), and cash-settled equity-based awards (including restricted stock units (“RSUs”) and stock appreciation rights (“SARs”)), relating to shares of Shaw’s common stock were either cancelled and converted into the right to receive the Acquisition Consideration (or the cash value thereof) or were converted into comparable CB&I stock-settled or cash-settled equity-based awards with generally the same terms and conditions as prior to the Acquisition Closing Date. In conjunction with the Shaw Acquisition we converted Shaw’s stock-settled and cash-settled equity-based awards to the following equivalent CB&I awards:

Equity-Based Awards (stock-settled)
Stock options (1)	1,081
Restricted shares (2)	281
Total	1,362
Equity-Based Awards (cash-settled)
Cash-settled RSUs (3)	307
Cash-settled SARs (4)	166
Total (5)	473

⁽¹⁾  Stock options represent Shaw stock options converted to CB&I stock options. The options continue to vest annually on a ratable basis over the four-year period from the original grant date and will continue to expire ten years from the original grant date. Options converted at the Acquisition Closing Date included 717 exercisable and 364 unvested options, with weighted average exercise prices per share of approximately $41.62 and $32.57, respectively, and weighted average remaining contractual lives of 5.6 and 7.4 years, respectively.

⁽²⁾  Restricted shares represent Shaw unvested restricted shares and performance cash units that were granted subsequent to July 30, 2012, the date of the acquisition agreement, and converted to CB&I restricted shares. These restricted shares continue to vest over the three-year period from the original grant date.

⁽³⁾  Cash-settled RSUs allow the holder to receive cash equal to the value of the underlying RSUs at pre-determined vesting dates. These cash-settled RSUs will vest over a three-year period from the original grant date.

⁽⁴⁾  Cash-settled SARs allow the holder to receive cash equal to the difference between CB&I’s equivalent exercise price and the market value of our stock on the exercise date. These cash-settled SARs will continue to vest over a four-year period from the original grant date and will continue to expire ten years from the original grant date. Cash-settled SARs issued at the Acquisition Closing Date included 62 exercisable and 104 unvested SARs, with weighted average exercise prices per share of approximately $33.38 and $33.39, respectively, and weighted average remaining contractual lives of 7.7 years.

⁽⁵⁾  Compensation cost for cash-settled RSUs and SARs is re-measured each reporting period and recognized as expense over the requisite service period. These awards are re-measured using CB&I’s closing stock price on the last business day of each reporting period and a Black-Scholes valuation model, respectively.

Stock-Settled and Cash-Settled Equity-Based Plans—During the three months ended March 31, 2013, we granted the following shares associated with our equity-based incentive plans:

			Weighted Average
			Grant-Date Fair
	Shares (1)		Value Per Share
Restricted shares		391	$	52.89
Performance shares		366	$	57.40
Total		757

⁽¹⁾  No stock options were granted during the three months ended March 31, 2013.

Our cash-settled equity-based awards only relate to the aforementioned unvested Shaw awards existing at the Acquisition Closing Date that were replaced with CB&I equivalent awards. We had no additional cash-settled equity-based grants during the three months ended March 31, 2013.

During the three months ended March 31, 2013, we had the following activity associated with our equity-based incentive plans and employee stock purchase plan (“ESPP”):

Equity-Based Awards (stock-settled)
Performance shares (issued upon vesting)		667
Restricted shares (issued upon vesting) (1)		742
Stock options (issued upon exercise)		449
ESPP shares (issued upon sale)		55
Total Shares Issued		1,913
Equity-Based Awards (cash-settled)
Cash-settled RSUs (paid upon vesting)	$	1,415
Cash-settled SARs (paid upon exercise)		221
Total Cash Payments	$	1,636

⁽¹⁾  Includes 301 shares that were previously transferred to a rabbi trust upon grant and reported as stock held in trust on our Balance Sheet.

During the three months ended March 31, 2013 and 2012, we recognized $32,510 and $22,340, respectively, of stock-based compensation expense, primarily within selling, general and administrative costs. In addition, we recognized $10,246 as a result of accelerated vesting for terminated employees associated with the Shaw Acquisition. These incremental costs were recognized within acquisition-related costs on our Statement of Operations. For additional information related to our equity-based incentive plans, see Note 14 to our 2012 Annual Report.

Share Repurchases—During the three months ended March 31, 2013, we repurchased 446 shares for $23,764 (an average price of $53.25), for taxes withheld on taxable share distributions.

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FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2013

FINANCIAL INSTRUMENTS

10. FINANCIAL INSTRUMENTS

Foreign Currency Exchange Rate Derivatives

Operating Exposures—At March 31, 2013, the notional value of our outstanding forward contracts to hedge certain foreign exchange-related operating exposures was approximately $150,600. These contracts vary in duration, maturing up to three years from period-end. We designate certain of these hedges as cash flow hedges and accordingly, changes in their fair value are recognized in AOCI until the associated underlying operating exposure impacts our earnings. We exclude forward points, which are recognized as ineffectiveness within cost of revenue and are not material to our earnings, from our hedge assessment analysis.

Interest Rate Derivatives

Interest Rate Exposures—On February 28, 2013, we entered a swap arrangement to hedge against interest rate variability associated with $505,000 of our $1,000,000 Term Loan. The swap arrangement has been designated as a cash flow hedge as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Accordingly, changes in the fair value of the hedge are recognized in AOCI until the associated underlying exposure impacts our earnings.

Financial Instruments Disclosures

Fair Value—Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows:

• Level 1—Fair value is based upon quoted prices in active markets. Our cash and cash equivalents are classified within Level 1 of the valuation hierarchy as they are valued at cost, which approximates fair value.

• Level 2—Fair value is based upon internally-developed models that use, as their basis, readily observable market parameters. Our derivative positions are classified within Level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. These level 2 derivatives are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjusts for credit risk.

• Level 3—Fair value is based upon internally-developed models that use, as their basis, significant unobservable market parameters. We did not have any Level 3 classifications at March 31, 2013 or December 31, 2012.

The following table presents the fair value of our cash and cash equivalents, restricted cash, foreign currency exchange rate derivatives and interest rate derivatives at March 31, 2013 and December 31, 2012, respectively, by valuation hierarchy and balance sheet classification:

	March 31, 2013										December 31, 2012
	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	392,826	$	—		$	—	$	392,826		$	643,395	$	—		$	—	$	643,395
Restricted cash		—		—			—		—			800,000		—			—		800,000
Derivatives (1):
Other current assets		—		755			—		755			—		1,731			—		1,731
Other non-current assets		—		1,749			—		1,749			—		5			—		5
Total assets at fair value	$	392,826	$	2,504		$	—	$	395,330		$	1,443,395	$	1,736		$	—	$	1,445,131
Liabilities
Derivatives (1):
Accrued liabilities	$	—	$	(4,299	)	$	—	$	(4,299	)	$	—	$	(5,072	)	$	—	$	(5,072	)
Other non-current liabilities		—		(1,700	)		—		(1,700	)		—		(497	)		—		(497	)
Total liabilities at fair value	$	—	$	(5,999	)	$	—	$	(5,999	)	$	—	$	(5,569	)	$	—	$	(5,569	)

(1) We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all such counterparties on a continuous basis.

The carrying values of our accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. At March 31, 2013, the fair value of our Term Loan, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value as interest is based upon LIBOR plus an applicable floating spread and is paid quarterly in arrears. At March 31, 2013, the fair value of our Senior Notes, based upon the current market rates for debt with similar credit risk and maturity, approximated its carrying value.

Derivatives Disclosures

The following table presents the total fair value by underlying risk and balance sheet classification for derivatives designated as cash flow hedges and derivatives not designated as cash flow hedges at March 31, 2013 and December 31, 2012:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Classification	March 31, 2013		December 31, 2012		Balance Sheet Classification	March 31, 2013			December 31, 2012
Derivatives designated as cash flow hedges
Interest rate	Other current and non-current assets	$	1,732	$	—	Accrued and other non-current liabilities	$	(3,051	)	$	—
Foreign currency	Other current and non-current assets		184		628	Accrued and other non-current liabilities		(937	)		(862	)
		$	1,916	$	628		$	(3,988	)	$	(862	)
Derivatives not designated as cash flow hedges
Interest rate	Other current and non-current assets	$	—	$	—	Accrued and other non-current liabilities	$	—		$	—
Foreign currency	Other current and non-current assets		588		1,108	Accrued and other non-current liabilities		(2,011	)		(4,707	)
		$	588	$	1,108		$	(2,011	)	$	(4,707	)
Total fair value		$	2,504	$	1,736		$	(5,999	)	$	(5,569	)

Master Netting Arrangements (“MNAs”)—Our derivatives are executed under International Swaps and Derivatives Associations MNAs, which generally allow us and our counterparties to net settle, in a single net payable or receivable, derivative settlement obligations due on the same day, in the same currency and for the same type of derivative instrument. We have historically elected the option to record all derivatives on a gross basis in our Balance Sheet. The following table presents our derivative assets and liabilities at March 31, 2013 on a gross basis and a net settlement basis:

	Gross Amounts Recognized (i)			Gross Amounts Offset on the Balance Sheet (ii)		Net Amounts Presented on the Balance Sheet (iii) = (i) - (ii)			Gross Amounts Not Offset on the Balance Sheet (iv)					Net  Amount (v) = (iii) - (iv)
									Financial Instruments			Cash Collateral Received
Derivatives
Assets:
Interest rate	$	1,732		$	—	$	1,732		$	—		$	—	$	1,732
Foreign currency		772			—		772			(51	)		—		721
Total assets	$	2,504		$	—	$	2,504		$	(51	)	$	—	$	2,453
Liabilities:
Interest rate	$	(3,051	)	$	—	$	(3,051	)	$	—		$	—	$	(3,051	)
Foreign currency		(2,948	)		—		(2,948	)		51			—		(2,897	)
Total liabilities	$	(5,999	)	$	—	$	(5,999	)	$	51		$	—	$	(5,948	)

AOCI/Other—The following table presents the total value, by underlying risk, recognized in other comprehensive income (“OCI”) and reclassified from AOCI to interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) during the three months ended March 31, 2013 and 2012, for derivatives designated as cash flow hedges:

	Amount of Gain (Loss) on Effective Derivative Portion
	Recognized in OCI						Reclassified from AOCI into Earnings (1)
	Three Months Ended March 31,
	2013			2012			2013			2012
Derivatives designated as cash flow hedges
Interest rate	$	(1,319	)	$	(51	)	$	(166	)	$	(378	)
Foreign currency		(64	)		1,237			(411	)		(925	)
Total	$	(1,383	)	$	1,186		$	(577	)	$	(1,303	)

⁽¹⁾ Net unrealized losses totaling $1,923 are anticipated to be reclassified from AOCI into earnings during the next 12 months due to settlement of the associated underlying obligations.

The following table presents the total value, by underlying risk, recognized in interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) for the three months ended March 31, 2013 and 2012 for derivatives not designated as cash flow hedges:

	Amount of Gain (Loss) Recognized in Earnings
	Three Months Ended March 31,
	2013			2012
Derivatives not designated as cash flow hedges
Interest rate	$	—		$	—
Foreign currency		(427	)		(1,854	)
Total	$	(427	)	$	(1,854	)

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Total Revenue and Income from Operations by Reporting Segment (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Revenues	$ 2,251,429	$ 1,201,267
Income from operations	86,514	85,805
Engineering, Construction and Maintenance
Segment Reporting Information [Line Items]
Revenues	1,430,135	709,781
Income from operations	63,212	27,420
Fabrication Services
Segment Reporting Information [Line Items]
Revenues	495,048	391,433
Income from operations	45,024	35,786
Technology
Segment Reporting Information [Line Items]
Revenues	151,482	100,053
Income from operations	35,542	22,599
Government Solutions
Segment Reporting Information [Line Items]
Revenues	174,764
Income from operations	3,992
Operating Segments
Segment Reporting Information [Line Items]
Income from operations	147,770	85,805
Acquisition related Costs
Segment Reporting Information [Line Items]
Income from operations	$ (61,256)

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GOODWILL AND OTHER INTANGIBLES

3 Months Ended

Mar. 31, 2013

GOODWILL AND OTHER INTANGIBLES

6. GOODWILL AND OTHER INTANGIBLES

Goodwill—At March 31, 2013 and December 31, 2012, our goodwill balances were $3,366,591 and $926,711, respectively, attributable to the excess of the purchase price over the fair value of net assets acquired in connection with our acquisitions:

Balance at December 31, 2012	$	926,711
Shaw Acquisition (Note 4)		2,449,147
Foreign currency translation		(8,026	)
Amortization of tax goodwill in excess of book goodwill		(1,241	)
Balance at March 31, 2013	$	3,366,591

During the three months ended March 31, 2013, no indicators of goodwill impairment were identified and therefore no goodwill impairment charge was recorded. There can be no assurance that our future goodwill impairment analyses will not result in charges to earnings.

Other Intangible Assets—The following table provides a summary of our acquired finite-lived intangible assets at March 31, 2013 and December 31, 2012, including weighted-average useful lives for each major intangible asset class and in total:

	March 31, 2013					December 31, 2012
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Finite-lived intangible assets (weighted average life)
Backlog and customer relationships (6 years)	$	271,000	$	(2,116	)	$	—	$	—
Process technologies (15 years)		236,844		(74,487	)		228,304		(71,391	)
Tradenames (4 years)		130,819		(5,612	)		10,417		(2,659	)
Lease agreements (6 years)		7,199		(6,587	)		7,409		(6,599	)
Non-compete agreements (7 years)		2,873		(2,165	)		2,929		(2,102	)
Total (9 years) (1)	$	648,735	$	(90,967	)	$	249,059	$	(82,751	)

⁽¹⁾  The increase in intangibles during the three month period ended March 31, 2013 relates to $401,900 of intangibles acquired in connection with the Shaw Acquisition (as further discussed in Note 4), partially offset by amortization expense and currency translation. Amortization expense for our intangibles existing at March 31, 2013 is anticipated to be approximately $51,400, $65,700, $60,300, $55,300 and $40,300, for 2013, 2014, 2015, 2016 and 2017, respectively.

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Financial Instruments Carried at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Assets
Cash and cash equivalents	$ 392,826		$ 643,395
Restricted cash			800,000
Derivatives:
Other current assets	755	[1]	1,731	[1]
Other non-current assets	1,749	[1]	5	[1]
Total assets at fair value	395,330		1,445,131
Derivatives:
Accrued liabilities	(4,299)	[1]	(5,072)	[1]
Other non-current liabilities	(1,700)	[1]	(497)	[1]
Total liabilities at fair value	(5,999)	[1]	(5,569)	[1]
Quoted Market Prices In Active Markets (Level 1)
Assets
Cash and cash equivalents	392,826		643,395
Restricted cash			800,000
Derivatives:
Total assets at fair value	392,826		1,443,395
Internal Models With Significant Observable Market Parameters (Level 2)
Derivatives:
Other current assets	755	[1]	1,731	[1]
Other non-current assets	1,749	[1]	5	[1]
Total assets at fair value	2,504		1,736
Derivatives:
Accrued liabilities	(4,299)	[1]	(5,072)	[1]
Other non-current liabilities	(1,700)	[1]	(497)	[1]
Total liabilities at fair value	$ (5,999)	[1]	$ (5,569)	[1]

[1] We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all such counterparties on a continuous basis.

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SHAW ACQUISITION

3 Months Ended

Mar. 31, 2013

SHAW ACQUISITION

4. SHAW ACQUISITION

General—On July 30, 2012, we entered into a definitive agreement to acquire Shaw, whose operations include engineering, procurement, construction, maintenance, fabrication, modularization, consulting, remediation, and program management services for electric utilities, independent and merchant power producers, government agencies, multinational and national oil companies, and industrial companies. On February 13, 2013 (the “Acquisition Closing Date”), we completed the Shaw Acquisition for a gross
purchase price of $3,349,791, comprised of $2,851,260 in cash consideration and $498,531 in equity consideration. The cash consideration was funded using $1,051,260 from existing cash balances of CB&I and Shaw on the Acquisition Closing Date, and the remainder was funded using debt financing, as further described in Note 9. Shaw’s unrestricted cash balance on the Acquisition Closing Date totaled $1,137,927, and accordingly, the cash portion of our purchase price, net of cash acquired, was $1,713,333 and our total purchase price, net of cash acquired, was $2,211,864.

At the Acquisition Closing Date, each issued and outstanding share of common stock, no par value, of Shaw (other than any dissenting shares, treasury shares, or shares held by Shaw, CB&I or their respective subsidiaries) was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash and (ii) an amount of cash in Euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the “Acquisition Consideration”). Stock-settled and cash-settled equity-based awards relating to shares of Shaw’s common stock were either cancelled and converted into the right to receive the Acquisition Consideration (or the cash value thereof) or were converted into comparable CB&I awards on generally the same terms and conditions as prior to the Acquisition Closing Date. On the Acquisition Closing Date, we issued 8,893 shares of CB&I common stock and converted an equivalent of 1,362 shares into CB&I stock-settled equity-based awards. An equivalent of 473 shares of CB&I cash-settled equity-based awards were converted and recognized as a liability on our initial balance sheet within accrued and other non-current liabilities.

From the Acquisition Closing Date through March 31, 2013, revenue and income from operations associated with the Shaw Acquisition (excluding acquisition-related costs and including intangibles amortization) totaled approximately $625,200 and $32,100, respectively. Additionally, in connection with the Shaw Acquisition, during the three months ended March 31, 2013, we incurred approximately $19,900 and $61,300 of financing and acquisition-related costs, respectively. Financing-related costs were recognized in interest expense on our Statement of Operations and included approximately $8,500 of interest and fees incurred prior to the Acquisition Closing Date, and approximately $2,000 of interest related to one-time commitments satisfied during the quarter (see Note 9 for further discussion). Acquisition-related costs included transaction costs and change-in-control and severance-related costs.

Preliminary Purchase Price Allocation—The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the Acquisition Closing Date, which were based, in part, upon outside preliminary appraisals for certain assets, including specifically-identified intangible assets. The excess of the purchase price over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired totaling $2,449,147, was recorded as goodwill.

The following table summarizes our preliminary purchase price allocation at the Acquisition Closing Date:

Net tangible assets:
Unrestricted cash	$	1,137,927
Inventory		272,192
Other current assets		494,706
Property and equipment		495,837
Other non-current assets		76,249
Deferred income taxes, net (1)		303,407
Westinghouse obligations, net (2)		(44,793	)
Contracts in progress, net (3)		(1,117,786	)
Accounts payable		(535,488	)
Other current liabilities		(459,530	)
Other non-current liabilities		(123,977	)
Total net tangible assets	$	498,744
Intangible assets (4):
Backlog and customer relationships	$	271,000
Tradenames		120,500
Other		10,400
Total intangible assets	$	401,900
Goodwill (5)		2,449,147
Total purchase price	$	3,349,791
Unrestricted cash acquired		(1,137,927	)
Total purchase price, net of unrestricted cash acquired	$	2,211,864

⁽¹⁾ Deferred Income Taxes—Deferred income taxes represent deferred taxes recorded in connection with our preliminary purchase price allocation and include $443,184 of deferred tax assets and $139,777 of deferred tax liabilities.

⁽²⁾  Westinghouse Obligations—Westinghouse obligations represents the net obligation we acquired associated with Shaw’s investment in Westinghouse and includes $1,380,086 of bond obligations less $1,335,293 of acquired restricted cash that was used to settle a portion of the bond obligation. See Note 9 for further discussion.

⁽³⁾ Contracts in Progress—Included in contracts in progress is a fair value adjustment of approximately $364,000 associated with acquired long-term contracts that were less than fair value at the Acquisition Closing Date. This fair value adjustment will be included in revenue on a percentage of completion basis as the applicable projects progress over approximately five to six years.

⁽⁴⁾ Intangible Assets—Acquired intangible assets totaling $401,900 primarily consist of backlog, customer relationships and tradenames. Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, have estimated lives ranging from 2 to 20 years, and are amortized over a weighted average life of 6.0 years. The fair value of acquired tradenames have estimated lives of 10 years and are amortized over a weighted average life of 3.0 years. Other intangible assets primarily consist of the fair value of technologies, have estimated lives of 15 years and are amortized over a weighted average life of 5.0 years. The amortization lives and timing of amortization for all the intangibles are based on the estimated periods over which the economic benefits are anticipated to be realized. For the three months ended March 31, 2013, amortization for these intangible assets totaled $5,000.

⁽⁵⁾ Goodwill—Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. The factors contributing to our goodwill balance include the acquired established workforce and estimated future cost savings and revenue synergies associated with our combined operations. Given the proximity of the Acquisition Closing Date to the reporting date of March 31, 2013, the allocation of goodwill for each of our operating groups is in process, and therefore, has not been presented. Of the $2,449,147 of estimated total goodwill recorded in conjunction with the Shaw Acquisition, approximately $42,600 is deductible for tax purposes.

The purchase price allocation and related amortization periods are based upon preliminary information and are subject to change when additional information concerning final asset and liability valuations is obtained. We have not completed our final assessment of the fair value of purchased intangible assets, property and equipment, inventory, tax balances, contingent liabilities, long-term leases or acquired contracts. Our final purchase price allocation may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.

Supplemental Pro Forma Information (Unaudited)—The following unaudited pro forma condensed combined financial information (“the pro forma financial information”) gives effect to the acquisition of Shaw by CB&I, accounted for as a business combination using the purchase method of accounting. CB&I’s fiscal year ends on December 31, while Shaw’s ended on August 31, prior to the Acquisition. To give effect to the Shaw Acquisition for pro forma financial information purposes, Shaw’s historical results were brought to within one month of CB&I’s interim results for the three month period ended March 31, 2012, and included the three months ended February 29, 2012. The pro forma financial information reflects the Shaw Acquisition and related events as if they occurred on January 1, 2012, and gives effect to pro forma events that are: directly attributable to the Acquisition, factually supportable, and expected to have a continuing impact on the combined results of CB&I and Shaw following the Acquisition. The pro forma financial information includes adjustments to: (1) exclude transaction costs and change-in-control and severance-related costs that were included in CB&I and Shaw’s historical results and are expected to be non-recurring; (2) exclude the results of portions of the Shaw business that were not acquired by CB&I or are not expected to have a continuing impact; (3) include additional intangibles amortization and net interest expense associated with the Shaw Acquisition; and (4) include the pro forma results of Shaw from January 1, 2013 through the Acquisition Closing Date for the three month period ended March 31, 2013. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the Acquisition.

	Three Months Ended March 31,
	2013		2012
Pro forma revenue	$	2,744,799	$	2,544,003
Pro forma net income	$	87,367	$	70,465
Pro forma net income per share:
Basic	$	0.82	$	0.66
Diluted	$	0.81	$	0.65

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INVENTORY

3 Months Ended

Mar. 31, 2013

INVENTORY

5. INVENTORY

The components of inventory at March 31, 2013 and December 31, 2012 were as follows:

	March 31,		December 31,
	2013		2012
Raw materials	$	173,575	$	11,870
Work in process		36,522		1,360
Finished goods		98,716		19,089
Total	$	308,813	$	32,319

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PARTNERING ARRANGEMENTS

3 Months Ended

Mar. 31, 2013

PARTNERING ARRANGEMENTS

7. PARTNERING ARRANGEMENTS

As discussed in Note 2, we account for our unconsolidated ventures primarily using the equity method of accounting. Further, we consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control.

Unconsolidated Ventures—The following is a summary description of our material unconsolidated ventures which have been accounted for using the equity method:

• Chevron-Lummus Global (“CLG”)—We have a venture with Chevron (CB&I – 50%, Chevron – 50%), to provide licenses, basic engineering services and catalyst supply for deep conversion (e.g. hydrocracking), residual hydroprocessing and lubes processing through CLG. The business primarily focuses on converting/upgrading heavy/sour crude that is produced in the refinery process to more marketable products. As sufficient capital investments in CLG have been made by the venture partners, it does not qualify as a VIE. Additionally, we do not effectively control CLG and therefore do not consolidate the venture.

• NET Power LLC (“NET Power”)—We have a commitment to invest up to $50,400 in cash and in-kind services in NET Power, a technology venture between CB&I and various other parties, formed for the purpose of developing a new fossil fuel-based power generation technology that is intended to produce cost-effective power with little-to-no carbon dioxide emissions. Our investment funding is contingent upon demonstration of various levels of feasibility of the NET Power technology and could result in up to a 50% interest in NET Power and provide for the exclusive right to engineer, procure and construct NET Power plants. At March 31, 2013, we had cumulatively invested cash and in-kind services of approximately $5,200, for an approximate 10% interest in NET Power. These cash and in-kind contributions have been expensed within our equity earnings as technological feasibility associated with the development project has not been established.

We have no other material unconsolidated ventures.

Consolidated Ventures—The following is a summary description of the material ventures we consolidate due to their designation as VIEs for which we are the primary beneficiary:

• CB&I/Kentz—We have a venture with Kentz (CB&I—65%, Kentz—35%) to perform the structural, mechanical, piping, electrical and instrumentation work on, and to provide commissioning support for, three Liquefied Natural Gas (“LNG”) trains, including associated utilities and a domestic gas processing and compression plant, for the Gorgon LNG project, located on Barrow Island, Australia. The contract value is approximately $3,400,000.

• CB&I/Clough— We have a venture with Clough (CB&I—65%, Clough—35%) to perform the EPC work for a gas conditioning plant, nearby wellheads, and associated piping and infrastructure for the Papua New Guinea LNG project, located in the Southern Highlands of Papua New Guinea. The contract value is approximately $2,100,000.

• CB&I/AREVA— We have a venture with AREVA (CB&I—70%, AREVA—30%) to design, license and construct a multi-billion dollar mixed oxide fuel fabrication facility in Aiken, South Carolina to convert weapons-grade plutonium into fuel for nuclear power plants for the U.S. Department of Energy.

All other ventures that we consolidate due to their designation as VIEs, are not individually material and are therefore aggregated in the table below. The following table presents summarized balance sheet information for our consolidated VIEs:

	March 31,		December 31,
	2013		2012
CB&I/Kentz
Current assets	$	99,485	$	82,421
Current liabilities.	$	31,465	$	39,276
CB&I/Clough
Current assets	$	151,522	$	145,666
Current liabilities	$	74,114	$	79,523
CB&I/AREVA
Current assets	$	140,482	$	—
Current liabilities	$	138,786	$	—
All Other
Current assets	$	92,741	$	24,536
Non-current assets	$	50,874	$	—
Total assets	$	143,615	$	24,536
Current liabilities	$	56,655	$	28,339

The use of these ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or to complete their obligations to us, the venture, or ultimately, our customer. This could result in unanticipated costs to achieve contractual performance requirements, liquidated damages or contract disputes, including claims against our partners

.

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Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue (Parenthetical) (Detail) (Derivatives Designated As Cash Flow Hedges, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Derivatives Designated As Cash Flow Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Net unrealized gains(losses) anticipated to be reclassified into earnings during the next 12 months	$ 1,923

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Total Assets by Reportable Segment (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Segment Reporting, Asset Reconciling Item [Line Items]
Goodwill	$ 3,366,591	$ 926,711
Other intangible assets, net	557,768	166,308
Total assets	8,648,861	4,329,675
Engineering, Construction and Maintenance
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,926,971	1,478,678
Fabrication Services
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,632,578	1,131,947
Technology
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	492,203	626,031
Government Solutions
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	672,750
Tangible Assets
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 4,724,502	$ 3,236,656

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Retirement Benefits - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions expected for 2013 fiscal year	$ 16,800
Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions expected for 2013 fiscal year	$ 2,900

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Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue (Detail) (Derivatives Designated As Cash Flow Hedges, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Effective Derivative Portion Recognized in OCI	$ (1,383)		$ 1,186
Amount of Gain (Loss) on Effective Derivative Portion Reclassified from AOCI into Earnings	(577)	[1]	(1,303)	[1]
Interest Rate
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Effective Derivative Portion Recognized in OCI	(1,319)		(51)
Amount of Gain (Loss) on Effective Derivative Portion Reclassified from AOCI into Earnings	(166)	[1]	(378)	[1]
Foreign Currency
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Effective Derivative Portion Recognized in OCI	(64)		1,237
Amount of Gain (Loss) on Effective Derivative Portion Reclassified from AOCI into Earnings	$ (411)	[1]	$ (925)	[1]

[1] Net unrealized losses totaling $1,923 are anticipated to be reclassified from AOCI into earnings during the next 12 months due to settlement of the associated underlying obligations.

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FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2013

Financial Instruments Carried at Fair Value

The following table presents the fair value of our cash and cash equivalents, restricted cash, foreign currency exchange rate derivatives and interest rate derivatives at March 31, 2013 and December 31, 2012, respectively, by valuation hierarchy and balance sheet classification:

	March 31, 2013										December 31, 2012
	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Assets
Cash and cash equivalents	$	392,826	$	—		$	—	$	392,826		$	643,395	$	—		$	—	$	643,395
Restricted cash		—		—			—		—			800,000		—			—		800,000
Derivatives (1):
Other current assets		—		755			—		755			—		1,731			—		1,731
Other non-current assets		—		1,749			—		1,749			—		5			—		5
Total assets at fair value	$	392,826	$	2,504		$	—	$	395,330		$	1,443,395	$	1,736		$	—	$	1,445,131
Liabilities
Derivatives (1):
Accrued liabilities	$	—	$	(4,299	)	$	—	$	(4,299	)	$	—	$	(5,072	)	$	—	$	(5,072	)
Other non-current liabilities		—		(1,700	)		—		(1,700	)		—		(497	)		—		(497	)
Total liabilities at fair value	$	—	$	(5,999	)	$	—	$	(5,999	)	$	—	$	(5,569	)	$	—	$	(5,569	)

(1) We are exposed to credit risk on our hedging instruments associated with potential counterparty non-performance, and the fair value of our derivatives reflects this credit risk. The total assets at fair value above represent the maximum loss that we would incur on our outstanding hedges if the applicable counterparties failed to perform according to the hedge contracts. To help mitigate counterparty credit risk, we transact only with counterparties that are rated as investment grade or higher and monitor all such counterparties on a continuous basis.

Total Fair Value by Underlying Risk and Balance Sheet Classification

The following table presents the total fair value by underlying risk and balance sheet classification for derivatives designated as cash flow hedges and derivatives not designated as cash flow hedges at March 31, 2013 and December 31, 2012:

	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Classification	March 31, 2013		December 31, 2012		Balance Sheet Classification	March 31, 2013			December 31, 2012
Derivatives designated as cash flow hedges
Interest rate	Other current and non-current assets	$	1,732	$	—	Accrued and other non-current liabilities	$	(3,051	)	$	—
Foreign currency	Other current and non-current assets		184		628	Accrued and other non-current liabilities		(937	)		(862	)
		$	1,916	$	628		$	(3,988	)	$	(862	)
Derivatives not designated as cash flow hedges
Interest rate	Other current and non-current assets	$	—	$	—	Accrued and other non-current liabilities	$	—		$	—
Foreign currency	Other current and non-current assets		588		1,108	Accrued and other non-current liabilities		(2,011	)		(4,707	)
		$	588	$	1,108		$	(2,011	)	$	(4,707	)
Total fair value		$	2,504	$	1,736		$	(5,999	)	$	(5,569	)

Derivative Assets and Liabilities on Gross and Net Settlement Basis

The following table presents our derivative assets and liabilities at March 31, 2013 on a gross basis and a net settlement basis:

	Gross Amounts Recognized (i)			Gross Amounts Offset on the Balance Sheet (ii)		Net Amounts Presented on the Balance Sheet (iii) = (i) - (ii)			Gross Amounts Not Offset on the Balance Sheet (iv)					Net  Amount (v) = (iii) - (iv)
									Financial Instruments			Cash Collateral Received
Derivatives
Assets:
Interest rate	$	1,732		$	—	$	1,732		$	—		$	—	$	1,732
Foreign currency		772			—		772			(51	)		—		721
Total assets	$	2,504		$	—	$	2,504		$	(51	)	$	—	$	2,453
Liabilities:
Interest rate	$	(3,051	)	$	—	$	(3,051	)	$	—		$	—	$	(3,051	)
Foreign currency		(2,948	)		—		(2,948	)		51			—		(2,897	)
Total liabilities	$	(5,999	)	$	—	$	(5,999	)	$	51		$	—	$	(5,948	)

Total Value, by Underlying Risk, Recognized in Other Comprehensive Income and Reclassified from Accumulated Other Comprehensive Income to Interest Expense and Cost of Revenue

The following table presents the total value, by underlying risk, recognized in other comprehensive income (“OCI”) and reclassified from AOCI to interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) during the three months ended March 31, 2013 and 2012, for derivatives designated as cash flow hedges:

	Amount of Gain (Loss) on Effective Derivative Portion
	Recognized in OCI						Reclassified from AOCI into Earnings (1)
	Three Months Ended March 31,
	2013			2012			2013			2012
Derivatives designated as cash flow hedges
Interest rate	$	(1,319	)	$	(51	)	$	(166	)	$	(378	)
Foreign currency		(64	)		1,237			(411	)		(925	)
Total	$	(1,383	)	$	1,186		$	(577	)	$	(1,303	)

⁽¹⁾ Net unrealized losses totaling $1,923 are anticipated to be reclassified from AOCI into earnings during the next 12 months due to settlement of the associated underlying obligations.

Total Value Recognized in Cost of Revenue for Derivatives which Do Not Seek Hedge Accounting Treatment, by Underlying Risk

The following table presents the total value, by underlying risk, recognized in interest expense (interest rate derivatives) and cost of revenue (foreign currency derivatives) for the three months ended March 31, 2013 and 2012 for derivatives not designated as cash flow hedges:

	Amount of Gain (Loss) Recognized in Earnings
	Three Months Ended March 31,
	2013			2012
Derivatives not designated as cash flow hedges
Interest rate	$	—		$	—
Foreign currency		(427	)		(1,854	)
Total	$	(427	)	$	(1,854	)

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Finite-Lived Intangible Asset Balances Including Weighted-Average Useful Lives (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Acquired intangible assets	$ 401,900
Future amortization expense of intangibles assets 2013	51,400
Future amortization expense of intangibles assets 2014	65,700
Future amortization expense of intangibles assets 2015	60,300
Future amortization expense of intangibles assets 2016	55,300
Future amortization expense of intangibles assets 2017	$ 40,300

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

COMMITMENTS AND CONTINGENCIES

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings—We have been and may from time to time be named as a defendant in legal actions claiming damages in connection with engineering and construction projects, technology licenses, other services we provide, and other matters. These are typically claims that arise in the normal course of business, including employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with services performed relating to project or construction sites. Contractual disputes normally involve claims relating to the timely completion of projects, performance of equipment or technologies, design or other engineering services or project construction services provided by us. We do not believe that any of our pending contractual, employment-related personal injury or property damage claims and disputes will have a material adverse effect on our future results of operations, financial position or cash flow. See Note 15 for additional discussion of claims associated with our projects.

Asbestos Litigation—We are a defendant in lawsuits wherein plaintiffs allege exposure to asbestos due to work we may have performed at various locations. We have never been a manufacturer, distributor or supplier of asbestos products. Over the past several decades and through March 31, 2013, we have been named a defendant in lawsuits alleging exposure to asbestos involving approximately 5,300 plaintiffs and, of those claims, approximately 1,400 claims were pending and 3,900 have been closed through dismissals or settlements. Over the past several decades and through March 31, 2013, the claims alleging exposure to asbestos that have been resolved have been dismissed or settled for an average settlement amount of approximately one thousand dollars per claim. We review each case on its own merits and make accruals based upon the probability of loss and our estimates of the amount of liability and related expenses, if any. We do not believe that any unresolved asserted claims will have a material adverse effect on our future results of operations, financial position or cash flow, and, at March 31, 2013, we had approximately $2,000 accrued for liability and related expenses. With respect to unasserted asbestos claims, we cannot identify a population of potential claimants with sufficient certainty to determine the probability of a loss and to make a reasonable estimate of liability, if any. While we continue to pursue recovery for recognized and unrecognized contingent losses through insurance, indemnification arrangements or other sources, we are unable to quantify the amount, if any, that we may expect to recover because of the variability in coverage amounts, limitations and deductibles, or the viability of carriers, with respect to our insurance policies for the years in question.

Environmental Matters—Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries, that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes.

In connection with the historical operation of our facilities, including those associated with the acquired Shaw operations, substances which currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. In addition, we have agreed to indemnify parties from whom we have purchased or to whom we have sold facilities, for certain environmental liabilities arising from acts occurring before the dates those facilities were transferred.

We believe that we are in compliance, in all material respects, with all environmental laws and regulations and maintain insurance coverage to mitigate our exposure to environmental liabilities. We do not believe that any environmental matters will have a material adverse effect on our future results of operations, financial position or cash flow. We do not anticipate that we will incur material capital expenditures for environmental controls or for the investigation or remediation of environmental conditions during the remainder of 2013 or 2014.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

Basis of Presentation

Basis of Presentation—The accompanying unaudited interim Condensed Consolidated Financial Statements (“Financial Statements”) for CB&I have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These Financial Statements include all wholly-owned subsidiaries and those entities which we are required to consolidate in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Consolidations Topic 810 (“FASB ASC 810”). See the “Partnering Arrangements” section of this footnote for further discussion of our consolidation policy for those entities that are not wholly-owned. We believe these Financial Statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our results of operations and cash flows for the three months ended March 31, 2013 and 2012 and our financial position as of March 31, 2013. The December 31, 2012 Condensed Consolidated Balance Sheet (“Balance Sheet”) was derived from our December 31, 2012 audited Consolidated Balance Sheet. Inventory balances at December 31, 2012 have been reclassified from other current assets to conform to our March 31, 2013 presentation.

We believe the disclosures accompanying these Financial Statements are adequate to make the information presented not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim reporting periods. The results of operations and cash flows for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Financial Statements should be read in conjunction with our Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K (“2012 Annual Report”).

Use of Estimates

Use of Estimates—The preparation of our Financial Statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We believe the most significant estimates and judgments are associated with revenue recognition for our contracts, including the recognition of incentive fees and unapproved change orders and claims; determination of fair value with respect to acquired tangible and intangible assets and liabilities; recoverability assessments that must be periodically performed with respect to long-lived assets, goodwill and other intangible asset balances; valuation of financial instruments, deferred tax assets and inventory; the determination of liabilities related to self-insurance programs and income taxes; and consolidation determinations with respect to our partnering arrangements. If the underlying estimates and assumptions upon which our Financial Statements are based change in the future, actual amounts may differ from those included in the accompanying Financial Statements.

Revenue Recognition

Revenue Recognition—Revenue for our operating groups is primarily derived from long-term contracts for which revenue is recognized using the percentage of completion (“POC”) method, primarily based on the percentage that actual costs-to-date bear to total estimated costs to complete each contract. We follow the guidance of FASB ASC Revenue Recognition Topic 605-35 for accounting policies relating to our use of the POC method, estimating costs, and revenue recognition, including the recognition of incentive fees, unapproved change orders and claims, and combining and segmenting contracts. We primarily utilize the cost-to-cost approach to estimate POC as we believe this method is less subjective than relying on assessments of physical progress. Under the cost-to-cost approach, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and is a significant factor in the accounting for contracts. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates.

Our long-term contracts are awarded on a competitive bid and negotiated basis and the timing of revenue recognition may be impacted by the terms of such contracts. We offer our customers a range of contracting options, including cost-reimbursable, fixed-price and hybrid, which has both cost-reimbursable and fixed-price characteristics. Fixed-price contracts, and hybrid contracts with a more significant fixed-price component, tend to provide us with greater control over project schedule and the timing of when work is performed and costs are incurred, and accordingly, when revenue is recognized. Cost-reimbursable contracts, or hybrid contracts with a more significant cost-reimbursable component, generally provide our customers with greater influence over the timing of when we perform our work, and accordingly, such contracts often result in less predictability with respect to the timing of revenue recognition. Our shorter term contracts and services are generally provided on a cost-reimbursable, fixed-price or unit price basis.

Contract revenue for our long-term contracts reflects the original contract price adjusted for approved change orders and estimated recoveries for incentive fees, unapproved change orders and claims. We recognize revenue associated with incentives fees when the value can be reliably estimated and realization is reasonably assured. We recognize revenue associated with unapproved change orders and claims to the extent that related costs have been incurred, recovery is probable and the value can be reliably estimated. Our recorded incentive fees, unapproved change orders and claims reflect our best estimate of recovery amounts; however, the ultimate resolution and amounts received could differ from these estimates. See Note 15 for additional discussion of our unapproved change orders and claims.

With respect to our engineering, procurement, and construction (“EPC”) services, our contracts are not segmented between types of services, such as engineering and construction, if each of the EPC components is negotiated concurrently or if the pricing of any such services is subject to the ultimate negotiation and agreement of the entire EPC contract. However, we segment an EPC contract if it includes technology or fabrication services provided by a differing operating group and the technology or fabrication scope is independently negotiated and priced. In addition, an EPC contract including technology or fabrication services may be segmented if we satisfy the segmenting criteria in ASC 605-35. Revenue recorded in these situations is based on our prices and terms for similar services to third party customers. Segmenting a contract may result in different interim rates of profitability for each scope of service than if we had recognized revenue on a combined basis. In some instances, we may combine contracts that are entered into in multiple phases, but are interdependent and include pricing considerations by us and the customer that are impacted by all phases of the project. Otherwise, if each phase is independent of the other and pricing considerations do not give effect to another phase, the contracts will not be combined.

Cost of revenue for our long-term contracts includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, completion of certain phases of the work, or when services are provided. Cumulative costs and estimated earnings recognized to-date in excess of cumulative billings is reported on the Balance Sheet as costs and estimated earnings in excess of billings. Cumulative billings in excess of cumulative costs and estimated earnings recognized to-date is reported on the Balance Sheets as billings in excess of costs and estimated earnings. Any uncollected billed revenue, including contract retentions, is reported as accounts receivable. At March 31, 2013 and December 31, 2012, accounts receivable included contract retentions of approximately $48,200 and $37,200, respectively. Contract retentions due beyond one year were not significant at March 31, 2013 or December 31, 2012.

Revenue for our government contracts and cost-reimbursable service contracts that do not satisfy the criteria for revenue recognition under the POC method is generally recorded at the time services are performed.

Revenue for our pipe and steel fabrication and catalyst manufacturing contracts that are independent of an EPC contract, or for which we satisfy the segmentation criteria discussed above, is recognized upon shipment of the fabricated or manufactured units. During the fabrication or manufacturing process, all related direct and allocable indirect costs are capitalized as work in process inventory and such costs are recorded as cost of revenue at the time of shipment.

Our billed and unbilled revenue may be exposed to potential credit risk if our customers should encounter financial difficulties, and we maintain reserves for specifically-identified potential uncollectible receivables. At March 31, 2013 and December 31, 2012, allowances for doubtful accounts were approximately $1,400 and $1,300, respectively.

Other Operating Expense (Income), Net

Other Operating Expense (Income), Net—Other operating expense (income), net, generally represents losses (gains) on the sale of property and equipment.

Acquisition-Related Costs

Acquisition-Related Costs—Acquisition-related costs during the three months ended March 31, 2013 included transaction costs and change-in-control and severance-related costs of approximately $61,300 associated with our acquisition of The Shaw Group, Inc. (“Shaw”) (the “Shaw Acquisition” or “the Acquisition”), as further described in Note 4.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets— Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. We perform our annual impairment assessment during the fourth quarter of each year based upon balances as of the beginning of that year’s fourth quarter. As part of our annual impairment assessment in the fourth quarter of 2012, we performed a qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying value. Based upon this qualitative assessment, a two-phase quantitative assessment was not required to be performed for any of our reporting units. If, based on future qualitative assessments, the two-phase quantitative assessment is deemed necessary, the first phase would screen for impairment, while the second phase, if necessary, would measure impairment. If required, the implied fair value of a reporting unit would be derived by estimating the unit’s discounted future cash flows. During the three months ended March 31, 2013, no indicators of goodwill impairment were identified.

We amortize our finite-lived intangible assets utilizing either a straight-line or other basis that reflects the period the associated contractual or economic benefits are expected to be realized, with lives ranging from 2 to 20 years, absent any indicators of impairment. We review tangible assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a recoverability assessment is required, the estimated future cash flow associated with the asset or asset group will be compared to the asset’s carrying amount to determine if impairment exists. During the three months ended March 31, 2013, no indicators of impairment were identified. See Note 6 for additional discussion of our goodwill and other intangible assets.

Earnings Per Share ("EPS")

Earnings Per Share (“EPS”)—Basic EPS is calculated by dividing net income attributable to CB&I by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of dilutive securities, consisting of restricted shares, performance shares (where performance criteria have been met), stock options and directors’ deferred-fee shares. See Note 3 for calculations associated with basic and diluted EPS.

Cash Equivalents

Cash Equivalents—Cash equivalents are considered to be all highly liquid securities with original maturities of three months or less.

Inventory

Inventory—Inventory is recorded at the lower of cost or market and cost is determined using the first-in-first-out (“FIFO”) or weighted-average cost method. The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to current locations and conditions. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. See Note 5 for additional disclosures associated with our inventory.

Foreign Currency

Foreign Currency—The nature of our business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss) (“AOCI”). This balance which has been impacted in the three months ended March 31, 2013 primarily by movements in the Euro exchange rate against the U.S. dollar, is net of tax, where applicable. Foreign currency exchange gains (losses) are included within cost of revenue and were immaterial for the three months ended March 31, 2013 and 2012.

Financial Instruments

Financial Instruments—We utilize derivative instruments in certain circumstances to mitigate the effects of changes in foreign currency exchange rates and interest rates, as described below:

• Foreign Currency Exchange Rate Derivatives—We do not engage in currency speculation; however, we do utilize foreign currency exchange rate derivatives on an on-going basis to hedge against certain foreign currency-related operating exposures. We generally seek hedge accounting treatment for contracts used to hedge operating exposures and designate them as cash flow hedges. Therefore, gains and losses, exclusive of credit risk and forward points (which represent the time-value component of the fair value of our derivative positions), are included in AOCI until the associated underlying operating exposure impacts our earnings. Changes in the fair value of credit risk and forward points, instruments deemed ineffective during the period and instruments that we do not designate as cash flow hedges are recognized within cost of revenue.

• Interest Rate Derivatives—Our interest rate derivatives are limited to a swap arrangement entered on February 28, 2013 to hedge against interest rate variability associated with $505,000 of our $1,000,000 unsecured term loan (the “Term Loan”). The swap arrangement is designated as a cash flow hedge, as its critical terms matched those of the Term Loan at inception and through March 31, 2013. Therefore, changes in the fair value of the swap arrangement are included in AOCI until the associated underlying exposure impacts our earnings.

For those contracts designated as cash flow hedges, we document all relationships between the derivative instruments and associated hedged items, as well as our risk-management objectives and strategy for undertaking hedge transactions. This process includes linking all derivatives to specific firm commitments or highly-probable forecasted transactions. We continually assess, at inception and on an on-going basis, the effectiveness of derivative instruments in offsetting changes in the cash flow of the designated hedged items. Hedge accounting designation is discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flow of the hedged item, including firm commitments or forecasted transactions, (2) the derivative is sold, terminated, exercised, or expires, (3) it is no longer probable that the forecasted transaction will occur, or (4) we determine that designating the derivative as a hedging instrument is no longer appropriate. See Note 10 for additional discussion of our financial instruments.

Income Taxes

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis using currently enacted income tax rates for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The final realization of deferred tax assets depends upon our ability to generate sufficient future taxable income of the appropriate character and in the appropriate jurisdictions. We continually review our facts and circumstances and as further information is known or events occur, changes in our deferred tax assets may be recorded.

We provide income tax and associated interest reserves, where applicable, in situations where we have and have not received tax assessments. Tax and associated interest reserves are provided in those instances where we consider it more likely than not that additional tax will be due in excess of amounts reflected in income tax returns filed worldwide. At March 31, 2013, our reserves totaled approximately $11,600, including $6,400 from the Shaw Acquisition. If these income tax benefits are ultimately recognized, approximately $8,000 would impact the effective tax rate as we are contractually indemnified for the remaining balances. At December 31, 2012, our reserves totaled approximately $5,200. As a matter of standard policy, we continually review our exposure to additional income tax obligations and as further information is known or events occur, changes in our tax and interest reserves may be recorded within income tax expense and interest expense, respectively.

Partnering Arrangements

Partnering Arrangements—In the ordinary course of business, we execute specific projects and conduct certain operations through joint venture, consortium and other collaborative arrangements (collectively referred to as “venture(s)”). We have various ownership interests in these ventures, with such ownership typically being proportionate to our decision-making and distribution rights. The venture entity generally contracts directly with the third party customer; however, services may be performed directly by the venture entity, or may be performed by us or our partners, or a combination thereof.

Venture net assets consist primarily of cash, working capital and property and equipment, and assets may be restricted from being used to fund obligations outside of the venture. These ventures typically have limited third-party debt or have debt that is non-recourse in nature; however, they may provide for capital calls to fund operations or require participants in the venture to provide additional financial support, including advance payment or retention letters of credit.

Each venture is assessed at inception and on an ongoing basis as to whether it qualifies as a variable interest entity (“VIE”) under the consolidations guidance in FASB ASC 810. Our ventures generally qualify as a VIE when they (1) meet the definition of a legal entity, (2) absorb the operational risk of the projects being executed, creating a variable interest, and (3) lack sufficient capital investment from the partners, potentially resulting in the venture requiring additional subordinated financial support, if necessary, to finance its future activities.

If at any time a venture qualifies as a VIE, we are required to perform a qualitative assessment to determine whether we are the primary beneficiary of the VIE and therefore, need to consolidate the VIE. We are the primary beneficiary if we have (1) the power to direct the economically significant activities of the VIE and (2) the right to receive benefits from, and obligation to absorb losses of, the VIE. If the venture is a VIE and we are the primary beneficiary, or we otherwise have the ability to control the venture, we consolidate the venture. If we are not determined to be the primary beneficiary of the VIE, or only have the ability to significantly influence, rather than control the venture, we do not consolidate the venture. We account for unconsolidated ventures using the equity method or proportionate consolidation. At March 31, 2013 and December 31, 2012, we had no material proportionately consolidated ventures. See Note 7 for additional discussion of our material partnering arrangements.

New Accounting Standards

New Accounting Standards—In January 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-01, which requires companies to disclose additional information about derivative instruments that are subject to master netting arrangements (“MNAs”). See Note 10 for our applicable disclosures.

In February 2013, the FASB issued ASU 2013-02, which requires companies to disclose additional information about AOCI, including changes in AOCI balances by component and significant items reclassified from AOCI into earnings. See Note 13 for our applicable disclosures.

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Change in Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Goodwill [Line Items]
Balance at December 31, 2012	$ 926,711
Shaw Acquisition (Note 4)	2,449,147
Foreign currency translation	(8,026)
Amortization of tax goodwill in excess of book goodwill	(1,241)
Balance at March 31, 2013	$ 3,366,591

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Reconciliation of Weighted Average Basic Shares Outstanding to Diluted Shares Outstanding and Computation of Basic and Diluted EPS (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Net income attributable to CB&I	$ 33,608		$ 59,487
Weighted average shares outstanding-basic	101,802	[1]	97,257	[1]
Effect of restricted shares/performance shares/stock options	1,633	[2]	1,926	[2]
Effect of directors' deferred-fee shares	72		69
Weighted average shares outstanding-diluted	103,507		99,252
Net income attributable to CB&I per share:
Basic	$ 0.33		$ 0.61
Diluted	$ 0.32		$ 0.60

[1] 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition

[2] Antidilutive options excluded from EPS 122 165

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Condensed Consolidated Balance Sheets (Parenthetical) In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2013 USD ($)	Mar. 31, 2013 EUR (€)	Dec. 31, 2012 USD ($)	Dec. 31, 2012 EUR (€)	Mar. 31, 2013 Variable Interest Entity, Primary Beneficiary USD ($)	Dec. 31, 2012 Variable Interest Entity, Primary Beneficiary USD ($)
Cash and cash equivalents related to variable interest entities (VIEs))	$ 392,826		$ 643,395		$ 156,879	$ 142,285
Accounts receivable, net related to VIE	1,294,396		752,985		135,436	63,649
Costs and estimated earnings in excess of billings related to VIEs)	918,483		303,540		178,382	38,967
Property and equipment, net related to VIEs	775,820		285,871		25,452	0
Other non-current assets related to VIEs	147,465		58,762		25,422	0
Accounts payable related to VIEs	1,161,272		654,504		245,685	87,301
Billings in excess of costs and estimated earnings related to VIEs	$ 2,311,638		$ 758,938		$ 42,561	$ 39,105
Common stock, par value		€ 0.01		€ 0.01
Common stock, shares authorized	250,000	250,000	250,000	250,000
Common stock, shares issued	107,857	107,857	101,522	101,522
Common stock, shares outstanding	106,992	106,992	96,835	96,835
Treasury stock, shares	865	865	4,687	4,687

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Organization and Nature of Operations

3 Months Ended

Mar. 31, 2013

Organization and Nature of Operations

1. ORGANIZATION AND NATURE OF OPERATIONS

Organization and Nature of Operations—Chicago Bridge & Iron Company N.V. (“CB&I” or the “Company”) provides a wide range of services, including conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services to customers in the energy infrastructure market throughout the world and is a provider of diversified government services. Our business is aligned into four principal operating groups: (1) Engineering, Construction and Maintenance, (2) Fabrication Services, (3) Technology, and (4) Government Solutions. See Note 16 for a description of our operating groups and related financial information.

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Debt - Additional Information (Detail) In Thousands, unless otherwise specified											1 Months Ended				3 Months Ended		3 Months Ended
	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Mar. 31, 2013 Shaw Group Inc Westinghouse Electric Company USD ($)	Mar. 31, 2013 Series A Senior Notes USD ($)	Mar. 31, 2013 Series B Senior Notes USD ($)	Mar. 31, 2013 Series C Senior Notes USD ($)	Mar. 31, 2013 Series D Senior Notes USD ($)	Oct. 31, 2012 Westinghouse Bonds	Mar. 31, 2013 Westinghouse Bonds Shaw Group Inc USD ($)	Mar. 31, 2013 Westinghouse Bonds Shaw Group Inc JPY (¥)	Oct. 31, 2012 Westinghouse Bonds Toshiba USD ($)	Oct. 31, 2012 Westinghouse Bonds Toshiba JPY (¥)	Oct. 31, 2012 Westinghouse Bonds CB&I USD ($)	Oct. 31, 2012 Westinghouse Bonds CB&I JPY (¥)	Mar. 31, 2013 Revolving Credit Facility Revolving Credit Facility One USD ($)	Mar. 31, 2013 Revolving Credit Facility Revolving Credit Facility One Maximum	Mar. 31, 2013 Revolving Credit Facility Revolving Credit Facility One Minimum USD ($)	Mar. 31, 2013 Revolving Credit Facility Five-year revolver USD ($)	Mar. 31, 2013 Term Loan USD ($)	Dec. 31, 2012 Term Loan USD ($)	Mar. 31, 2013 Uncommitted Credit Facility USD ($)
Debt Disclosure [Line Items]
Percentage of Equity method investment			20.00%
Equity method investment			$ 1,100,000
Debt issued									1,100,000	128,980,000									1,000,000	1,000,000
Funding Percentage to repay Westinghouse bonds								3.30%			96.70%	96.70%
Funding to repay Westinghouse bonds											1,064,000	124,724,000	44,700	4,256,000
Line of credit facility, original term															4 years			5 years
Line of credit facility, maximum borrowing capacity															1,100,000			650,000
Line of credit facility, expiration date															2014-07			2018-02
Line of credit facility, borrowing capacity															550,000			487,500
Customary restrictions, maximum amount available for dividends and stock repurchase in a trailing twelve-month period															300,000
Credit facilities utilized															374,186			130,490			749,660
Available borrowing capacity under credit facility															725,814			422,510			1,060,563
Maximum borrowing under credit facility															70,000			233,000
Leverage ratio																3.25	2.50
Fixed charge coverage ratio																	1.75
Minimum net worth																	1,465,000
Outstanding borrowings																		97,000			19,177
Line of credit facility replaced																		124,562			100,030
Unsecured term loan remaining																			981,250
Hedge against interest rate variability																			505,000
Weighted average interest rate																			2.47%
Floating margin rate																			2.00%
Repayment of unsecured term loan in year one																			75,000
Repayment of unsecured term loan in year two																			100,000
Repayment of unsecured term loan in year three																			100,000
Repayment of unsecured term loan in year four																			150,000
Repayment of unsecured term loan in year five																			575,000
Senior notes	800,000	800,000		150,000	225,000	275,000	150,000
Semi annually fixed rate payable				4.15%	4.57%	5.15%	5.30%
Senior notes, maturity date				2017-12	2019-12	2022-12	2024-12
Additional uncommitted facilities																					$ 1,829,400

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Unapproved Change Orders, Claims and Incentive Fees - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Dec. 31, 2012
Schedule Of Unapproved Claims And Change Orders [Line Items]
Claims against customer	$ 521,200		$ 47,100
Revenue recorded on a POC basis cumulatively through March 31, 2013	150,600	[1]
Revenue recorded on a POC basis during the three months ended March 31, 2013	9,400
Engineering, Construction and Maintenance
Schedule Of Unapproved Claims And Change Orders [Line Items]
Claims against customer	462,600
Cumulative partial payments	125,800
Consortium
Schedule Of Unapproved Claims And Change Orders [Line Items]
Estimated recovery under WEC Obligation	312,200
Revenue recorded on a POC basis cumulatively through March 31, 2013	69,600
Revenue recorded on a POC basis during the three months ended March 31, 2013	3,300
All Other
Schedule Of Unapproved Claims And Change Orders [Line Items]
Claims against customer	$ 58,600

[1] Of the cumulative amount recognized on a POC basis through March 31, 2013, $98,800 was recorded in our Shaw Acquisition Closing Date balance sheet.

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Components of Net Periodic Benefit Cost (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,645		$ 984
Interest cost	7,030		6,737
Expected return on plan assets	(6,565)		(6,030)
Amortization of prior service credits	(115)		(115)
Recognized net actuarial (gains) losses	1,135		676
Net periodic benefit cost	3,130	[1]	2,252	[1]
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	311		281
Interest cost	516		659
Amortization of prior service credits	(67)		(67)
Recognized net actuarial (gains) losses	(129)		(70)
Net periodic benefit cost	$ 631		$ 803

[1] Includes approximately $186 of income associated with pension plans acquired in the Shaw Acquisition.

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2013

Reconciliation of Weighted Average Basic Shares Outstanding to Diluted Shares Outstanding and Computation of Basic and Diluted EPS

A reconciliation of weighted average basic shares outstanding to weighted average diluted shares outstanding and the computation of basic and diluted EPS are as follows:

	Three Months Ended March 31,
	2013		2012
Net income attributable to CB&I	$	33,608	$	59,487
Weighted average shares outstanding—basic (1)		101,802		97,257
Effect of restricted shares/performance shares/stock options (2)		1,633		1,926
Effect of directors’ deferred-fee shares		72		69
Weighted average shares outstanding—diluted		103,507		99,252
Net income attributable to CB&I per share:
Basic	$	0.33	$	0.61
Diluted	$	0.32	$	0.60
(1) 2013 includes the impact of 8,893 shares issued in connection with the Shaw Acquisition
(2) Antidilutive options excluded from EPS		122		165

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Stock and Cash-Settled Equity-Based Awards - Additional Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				1 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Treasury Stock	Mar. 31, 2012 Treasury Stock	Jul. 30, 2012 Shaw Group Inc	Mar. 31, 2013 Shaw Group Inc	Mar. 31, 2013 Shaw Group Inc Employee Termination Costs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business acquisition common stock issued					8,893	8,893
Business acquisition equity awards issued					1,362
Stock-based compensation expense	$ 32,510	$ 22,340
Stock-based compensation expense							10,246
Purchase of treasury stock (in shares)			446	2,367
Purchase of treasury stock	$ 23,764	$ 105,551	$ 23,764	$ 105,551
Stock repurchase, average price per share			$ 53.25

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UNAPPROVED CHANGE ORDERS AND CLAIMS (Tables)

3 Months Ended

Mar. 31, 2013

Summary Of Information Related To Significant Unapproved Change Orders And Claims

The following table summarizes information related to our significant unapproved change orders and claims with our customers (for which we have adjusted project price) at March 31, 2013 and 2012:

	Three Months Ended
	March 31,
	2013
Amounts included in project price—December 31, 2012	$	47,100
Amounts acquired in the Shaw Acquisition		464,600
Increase in project price, net		9,500
Amounts included in project price—March 31, 2013	$	521,200
Revenue recorded on a POC basis during the three months ended March 31, 2013	$	9,400
Revenue recorded on a POC basis cumulatively through March 31, 2013 (1)	$	150,600

⁽¹⁾ Of the cumulative amount recognized on a POC basis through March 31, 2013, $98,800 was recorded in our Shaw Acquisition Closing Date balance sheet.

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Retirement Benefits

3 Months Ended

Mar. 31, 2013

Retirement Benefits

11. RETIREMENT BENEFITS

Our 2012 Annual Report disclosed anticipated 2013 defined benefit pension and other postretirement plan contributions of approximately $16,800 and $2,900, respectively. The following table provides updated contribution information for our plans at March 31, 2013:

			Other Postretirement
	Pension Plans		Plans
Contributions made through March 31, 2013	$	7,959	$	458
Contributions expected for the remainder of 2013		9,265		2,148
Total contributions expected for 2013 (1)	$	17,224	$	2,606

⁽¹⁾  Includes approximately $1,064 associated with pension plans acquired in the Shaw Acquisition.

The following table provides a breakout of the components of net periodic benefit cost associated with our defined benefit pension and other postretirement plans for the three months ended March 31, 2013 and 2012:

	Three Months Ended
	March 31,
	2013			2012
Pension Plans
Service cost	$	1,645		$	984
Interest cost		7,030			6,737
Expected return on plan assets		(6,565	)		(6,030	)
Amortization of prior service credits		(115	)		(115	)
Recognized net actuarial losses		1,135			676
Net periodic benefit cost (1)	$	3,130		$	2,252
Other Postretirement Plans
Service cost	$	311		$	281
Interest cost		516			659
Amortization of prior service credits		(67	)		(67	)
Recognized net actuarial gains		(129	)		(70	)
Net periodic benefit cost	$	631		$	803

⁽¹⁾  Includes approximately $186 of income associated with pension plans acquired in the Shaw Acquisition.