CB and I has announced it has entered into a definitive agreement with Westinghouse Electric Company LLC (WEC), in which WEC will acquire all of the outstanding equity interests in CB and I's nuclear construction business. The transaction is expected to close in the fourth quarter 2015 and is subject to customary closing conditions and adjustments.

Under the agreement, WEC will purchase the business of engineering, construction, procurement, management, design, installation, start-up and testing of nuclear-fueled facilities, including the V.C. Summer project in South Carolina, the Vogtle project in Georgia and the nuclear projects in China. WEC also is acquiring CB and I's nuclear integrated services business, which includes small capital projects for existing nuclear plants in the U.S.

Upon closing, WEC will assume full responsibility for all AP1000 nuclear projects and the nuclear integrated services business. CB and I will continue to supply discrete scopes of modules, fabricated pipe and specialty services to WEC on a subcontract basis for the U.S. nuclear projects.

Excluded under this agreement are CB and I's fossil power generation capability, its nuclear and industrial maintenance business, the MOX nuclear fuel conversion project at Savannah River, the Federal decommissioning business, and the NetPower program for the development of power generation plants with zero CO2 emissions.

"This transition is a positive development for all stakeholders in the current nuclear projects as it provides, through Westinghouse, a single focus of responsibility and accountability for the completion of the AP1000 units," said Philip K. Asherman, CB and I's President and Chief Executive Officer. "For CB and I shareholders, it provides clarity and increased predictability from our growing backlog of work in markets that are more strategic to our future growth."

Following the close of the transaction, CB and I, one of the most complete energy focused companies with industry-leading capabilities and expertise, will benefit from:

+ Improved operating cash flows and reduced working capital requirements, enabling CB and I to better achieve its capital allocation goals, including reducing debt, strategic investments and returning capital to shareholders

+ The ability for management to prioritize efforts and resources on targeted growth and strategic priorities

+ A simplified business structure and risk profile for investors

+ A leadership position in key growth markets such as LNG, Petrochemicals and Fossil Power

At closing, WEC will assume, and indemnify CB and I for, previous, current and future liabilities associated with the AP1000 nuclear projects. CB and I expects to receive cash payments from WEC of $229 million, of which $161 million is anticipated to be received upon WEC's substantial completion of the nuclear projects and $68 million is anticipated to be received upon the attainment of certain milestones related to CB and I's continued supply of discrete scopes of modules, fabricated pipe and specialty services to WEC on a subcontract basis for the nuclear projects.

In connection with the transaction, CB and I anticipates incurring a non-cash after tax charge of approximately $1.0 - $1.2 billion related to a loss on the transaction and the impairment of goodwill and intangible assets, of which approximately $904 million will be recorded in the third quarter. The company has secured relevant waivers and amendments relating to banking and credit facilities underscoring the support from banking partners for this transaction.