shaw group 656631fe-d4e6-4f14-a3db-b8c5e6b7bb07_1q2009

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Thursday, January 8, 2009

J.M. Bernhard Jr.Chairman, President & Chief Executive Officer

Brian K. FerraioliExecutive Vice President & Chief Financial Officer

The Shaw Group Inc.

First Quarter FY 2009: Earnings Conference Call

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Forward Looking Statements & Regulation G Disclosure

Forward Looking Statements & Regulation G Disclosure

This presentation contains forward-looking information and statements within the meaning of the Private Securities Litigation Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their effect on us. However, the absence of these words does not mean that the statements are not forward-looking. Our forward-looking statements involve significant risks and uncertainties, some of which are beyond our control and actual results may differ materially from those expressed or implied by forward-looking statements as a result of many factors or events, including current economic conditions and resulting capital constraints, as well as the factors we discuss or refer to in the “Risk Factors” section of our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission (SEC) and on our website under the heading “Forward-Looking Statements.”

This presentation contains non-GAAP measures as defined by the SEC rules and regulations. A reconciliation of these measures to the most directly comparable GAAP measures is included in the attached appendix and on our Web site at www.shawgrp.com in the Investor Relations section under “Regulation G Disclosures.”

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Q-1 FY 2009: Executive SummaryQ-1 FY 2009: Executive Summary

• Very strong quarter from operations: Record revenue and EBITDA (excluding Westinghouse)

• $161M non-cash foreign exchange translation loss on Westinghouse yen bonds, as Yen continued to appreciate vs. the Dollar

• Subsequent to quarter end, signed nuclear EPC contract with Progress Energy Florida, the largest contract in our history

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Financial Review Financial Review

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Q-1 FY 2009: Quarter in SummaryQ-1 FY 2009: Quarter in Summary

• Earnings continue to be led by E&C, Fossil, and F&M contracts, but E&I also had a strong quarter• Yen/Dollar FX rate continues to decline (95 at quarter end vs. 109 at end of FY08) resulting in a

$161M non-cash pre-tax loss • Cash flow is project timing related, after a very strong Q-4 FY08 (generated $286M) • Q-2 and the balance of FY09 are forecast to be cash positive; previous guidance of $250M-$300M

of operating cash flow remains unchanged

• Earnings continue to be led by E&C, Fossil, and F&M contracts, but E&I also had a strong quarter• Yen/Dollar FX rate continues to decline (95 at quarter end vs. 109 at end of FY08) resulting in a

$161M non-cash pre-tax loss• Cash flow is project timing related, after a very strong Q-4 FY08 (generated $286M) • Q-2 and the balance of FY09 are forecast to be cash positive; previous guidance of $250M-$300M

of operating cash flow remains unchanged

*See Appendices for a reconciliation to the corresponding GAAP measure.

Q-1 FY 2009 Q-1 FY 2008(in millions, except per share data)

As Reported Westinghouse Segment

Actuals Excluding

Westinghouse*

Actuals Excluding

Westinghouse*

Revenue $ 1,900.4 $ 0.0 $ 1,900.4 $ 1,712.2

Gross Profit 188.1 0.0 188.1 135.0

GP% 9.9% N/A 9.9% 7.9%

EBITDA* (37.5) (158.7) 121.2 78.6

EBITDA % (2.0)% N/A 6.4% 4.6%

Net Income (39.9) (102.7) 62.8 37.7

Diluted EPS (0.48) (1.23) 0.75 0.45

Operating Cash Flow (98.9) (14.7) (84.2) 121.7

New Awards 1,131.7 N/A 1,131.7 1,363.6

Record

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Q-1 FY 2009: Segment AnalysisQ-1 FY 2009: Segment Analysis

Fossil & Nuclear: Continues to be driven by fossil contracts (new build and air emissions) E&C: Increased volume and margins vs. prior year; Q-1 FY09 includes cost reduction estimates on several projects Maintenance: Revenues improved with higher volumes, but margins less than prior year due to execution of higher-margin construction projects in FY08 E&I: Continued improvement in execution; Q-1 FY09 revenues reflect some hurricane emergency response work F&M: Continued solid performance; Q-1 FY09 reduction in gross profit reflects change in product mix and some costs associated with Mexico facility and development of modular facility

Fossil & Nuclear: Continues to be driven by fossil contracts (new build and air emissions) E&C: Increased volume and margins vs. prior year; Q-1 FY09 includes cost reduction estimates on several projectsMaintenance: Revenues improved with higher volumes, but margins less than prior year due to execution of higher-margin construction projects in FY08 E&I: Continued improvement in execution; Q-1 FY09 revenues reflect some hurricane emergency response workF&M: Continued solid performance; Q-1 FY09 reduction in gross profit reflects change in product mix and some costs associated with Mexico facility and development of modular facility1E&C revenues presented excluding pass through costs of $103.1M and $134.4M for Q-1 FY2009 and Q-1 FY2008, respectively.2E&I revenues presented net of previously consolidated military privatization joint venture revenues of $24.1M for Q-1 FY08 (no longer applicable in Q-1 FY09).*See Appendices for a reconciliation to the corresponding GAAP measure.

Revenue Gross Profit Gross Profit %

(in millions) Q-1 FY 2009 Q-1 FY 2008 Q-1 FY 2009 Q-1 FY 2008 Q-1 FY 2009 Q-1 FY 2008

Fossil & Nuclear $ 676.6 598.5 $ 51.8 $ 42.9 7.7% 7.2%

E&C1* 218.6 161.7 52.4 16.4 24.0% 10.1%

Maintenance 334.1 290.4 11.7 14.8 3.5% 5.1%

E&I2* 401.4 365.8 34.5 25.1 8.6% 6.9%

F&M 164.7 136.6 35.7 35.1 21.7% 25.7%

Corporate 1.9 0.7 2.0 0.7 N/M N/M

$ 1,797.3 $ 1,553.7 $ 188.1 $ 135.0 10.5% 8.7%

Record

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Foreign Exchange Impact on Investment in Westinghouse

Yen Denominated Bonds & Put Option

Foreign Exchange Impact on Investment in Westinghouse

Yen Denominated Bonds & Put Option

7

($ equivalent in millions, except exchange rate data)

• If Shaw were to exercise the Put, the net exposure would be approximately $45M, which has changed $9M from the exposure at the original investment date.

• Q-1 FY09 FX loss totaled $161.2M pre-tax ($98.2M after-tax).• FY09 YTD FX loss would approximate $185M pre-tax (at 93.8 Yen / U.S. dollar).• Dividends are based on the U.S. GAAP Net Income of Westinghouse; target distribution during

the put period is $24M per year for Shaw (dividend rights continue for put period even if not paid during period of Shaw ownership).

• Received $32M in dividends through 12/31/08 ($29M in Q-2 FY09) vs. $48M 2-year target.

• If Shaw were to exercise the Put, the net exposure would be approximately $45M, which has changed $9M from the exposure at the original investment date.

• Q-1 FY09 FX loss totaled $161.2M pre-tax ($98.2M after-tax).• FY09 YTD FX loss would approximate $185M pre-tax (at 93.8 Yen / U.S. dollar).• Dividends are based on the U.S. GAAP Net Income of Westinghouse; target distribution during

the put period is $24M per year for Shaw (dividend rights continue for put period even if not paid during period of Shaw ownership).

• Received $32M in dividends through 12/31/08 ($29M in Q-2 FY09) vs. $48M 2-year target.

Date of Investment 11/30/2008 Change

GAAP Treatment

Yen/Dollar Exchange Rate 119.43 95.48 23.95

Yen Denominated Bonds $ 1,080 $ 1,351 $ (271) RECORDED

Yen Denominated Put Option 1,044 1,306 262 UNRECORDED

Principal Exposure $ 36 $ 45 $ (9)

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178 165218

361

482

663688

937

831

8

107 86

28 17 28 18 13 10

Q-1 FY07 Q-2 FY07 Q-3 FY07 Q-4 FY07 Q-1 FY08 Q-2 FY08 Q-3 FY08 Q-4 FY08 Q-1 FY09

CashDebt

8

Q-1 FY 2009: Cash and DebtQ-1 FY 2009: Cash and Debt

Trailing Twelve Months Operating Cash Flow: $416MTrailing Twelve Months Operating Cash Flow: $416MNotes:1. Cash balance represents the sum of cash, cash equivalents and restricted cash.2. Total debt excludes Japanese Yen-denominated bonds secured by Investment in Westinghouse. See Appendices for a

reconciliation to the corresponding GAAP measure.

($ in millions)

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Operations Review Operations Review

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Business SegmentsBusiness Segments

The Shaw Group Inc. is a full service provider of engineering, design, technology, procurement, construction, maintenance, fabrication, manufacturing, consulting and facilities management services for private sector and government clients in the energy, chemicals, environmental,

infrastructure and emergency response markets.

Environmental & Infrastructure

Energy & Chemicals

Fabrication & Manufacturing

Power: Maintenance

Power: Fossil & Nuclear

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Stable Customer Base in Uncertain TimesStable Customer Base in Uncertain Times

• Regulated Utilities– Solid balance sheets backed by the

ability to recover costs through the regulatory process; capital projects are long-term (multi-decade) investments not subject to short-term economics

• U.S. Government– Spending expected to remain strong with

potential stimulus package; focus likely to remain on economy, military transformation, terrorism, and infrastructure improvements

• National or International Oil Companies– Large amounts of cash on hand; long-

term investment horizon; government backing

Shaw’s $14.8B Backlog at 11/30/08 is Comprised of 3 Major

Customer Classes

Regulated Utilities:

35%

National or International Oil

Companies: 14%

U.S. Government:

33%

Other: 18%

Approximately 82%, or $12B, of backlog is comprised of regulated utilities, national or international oil companies, and the U.S. Government, who provide

financial strength and stability, are expected to continue capital investments, and who should reduce the risk of project delays, payment defaults, or cancellations.

Approximately 82%, or $12B, of backlog is comprised of regulated utilities, national or international oil companies, and the U.S. Government, who provide

financial strength and stability, are expected to continue capital investments, and who should reduce the risk of project delays, payment defaults, or cancellations.

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• Fossil projects in backlog continue to be executed as planned

• Domestic scrubber market continues to be strong; expect significant bookings in 2009

• Domestic nuclear market appears to be accelerating; signed largest contract in our history with Progress Energy Florida

• International nuclear market for AP1000™ developing

• Interest in domestic gas fired and geothermal projects increasing

• Maintenance market continues to be steady; nuclear uprate activity expected to increase

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Market Overview: Power Market Overview: Power

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Major Power Market OpportunitiesMajor Power Market Opportunities

South Africa

India

China

Indonesia & Philippines

Europe

United States

Australia & New Zealand

IEA forecasts $5.2 trillion in global power generation investment from 2005-2030

IEA forecasts $5.2 trillion in global power generation investment from 2005-2030

Brazil

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Nuclear Renaissance First MoversNuclear Renaissance First Movers

Southern Vogtle

Dominion North Anna

TVABellefonte

Entergy Grand Gulf

Entergy River Bend

Progress Energy Levy County

SCE&GV.C. Summer

Duke William Lee

FP&L Turkey Point

Unistar Amarillo

NRG EntergySouth Texas

AmerenUECallaway

Unistar Calvert Cliffs

UnistarNine Mile

LuminantComanche Peak

ExelonVictoria County

ExelonClinton

Alternate Energy HoldingsBruneau

Detroit Edison Fermi

AP1000™

EPR

ESBWR

ABWR

To Be Determined

APWR

PPL GenerationSusquehanna

Progress EnergyHarris

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• Projects in backlog continue to be executed as planned

• No significant changes at this time to our 2009 sales prospects

• If global economy / price of oil remain depressed, clients likely to focus on higher margin technology and consulting services – a Shaw strength

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Market Overview: Energy & Chemicals Market Overview: Energy & Chemicals

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• 93% of existing backlog is with the U.S. Federal Government

• Projects in backlog continue to be executed as planned

• Segment well-positioned for potential U.S. Federal stimulus plan (e.g., incremental levee, coastal restoration, environmental remediation, infrastructure projects), although not assumed in our 2009 financial forecast

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Market Overview: Environmental & Infrastructure

Market Overview: Environmental & Infrastructure

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FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 Q-1 FY2009

17

Backlog by Business Segment

Consolidated Backlog and Backlog Conversion (as of 11/30/08)

Consolidated Backlog and Backlog Conversion (as of 11/30/08)

($ in billions)Consolidated



Energy & Chemicals

Fossil & Nuclear

$4.8$5.8

$6.7

$9.1

$14.3

$2.6

$2.6

$6.7

$0.7

Maintenance

$1.7

$0.4

$1.3

$1.4

$2.8

$3.2

Expected Backlog Conversion

Backlog excludes majority of domestic nuclear work expected to be performed under signed EPC contracts (Georgia Power, SCE&G, and Progress Energy Florida)

Backlog excludes majority of domestic nuclear work expected to be performed under signed EPC contracts (Georgia Power, SCE&G, and Progress Energy Florida)

$6.1

$1.4

$5.1

$2.2

$0.8

$15.6

13-24 months25%

Next 12 months

41%

Greater than24 months

34%

$5.1B$3.7B

$6.0B

$5.8

$1.3

$5.0

$2.0

$0.7

$14.8

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FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 Q-1 FY09

Full Spectrum of Shaw’s Workload Approaching $37B Full Spectrum of Shaw’s Workload Approaching $37B 18

Fossil and Nuclear Projects Present Significant Upside To Current Backlog

Fossil and Nuclear Projects Present Significant Upside To Current Backlog

$5.8

$1.3

$0.7$2.0

$5.0$6.7

$9.1

$14.3

$4.8$5.8

$15.6



($ in billions)Consolidated

Energy & Chemicals

Fossil & NuclearMaintenance

Backlog + Projects Where Shaw Has Been Selected But Work Has Not Been Released

$36.8

Fossil & Nuclear – selected but projects not in backlog

3 Signed Nuclear EPC Contracts

Current Backlog - $14.8

$13

RWE npower

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Fossil & NuclearFossil & Nuclear

Fossil & Nuclear Backlog:

$5.8 billion

39%

Total Shaw Backlog: $14.8 billion

• Earnings for the quarter driven by Fossil contracts (primarily new build coal and air emissions projects)

• Nuclear projects expected to begin having more significant earnings impact in FY 2010

• Approx. $400M EPC contract with NV Energy for combined cycle gas power plant near Las Vegas

Q-1 FY09 in Summary Q-1 2009 New Awards: $489M

Backlog($ in millions)


EBITDA from nuclear division forecast to approximate $10M in FY 2009, $75M in FY 2010, and $125M in FY 2011

(excludes F&M’s earnings from fabrication activities and modular components, as well as earnings from Investment in Westinghouse)

EBITDA from nuclear division forecast to approximate $10M in FY 2009, $75M in FY 2010, and $125M in FY 2011

(excludes F&M’s earnings from fabrication activities and modular components, as well as earnings from Investment in Westinghouse)

EBITDA*($ in billions)

6.6 6.9 6.7 6.1 5.8

Q-1 FY08 Q-2 FY08 Q-3 FY08 Q-4 FY08 Q-1 FY09

35.8

27.0

41.7

20.5

39.6


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11.910.2

15.2

(0.5)

9.0


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MaintenanceMaintenance

Maintenance Backlog: $1.3 billion

9%

• Steady, consistent performance during Fall outage season

• Fewer higher margin construction projects in Q-1 FY09 as compared to 08

• Majority of Q-1 new awards from smaller contracts



Backlog

($ in billions)


Maintenance contracts for 41 of the 104 existing nuclear reactors in the U.S., including fleet-wide services on the 2

largest U.S. fleets

Maintenance contracts for 41 of the 104 existing nuclear reactors in the U.S., including fleet-wide services on the 2

largest U.S. fleets

EBITDA*

($ in millions)

1.5 1.61.5 1.4

1.3


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2.3 2.2 2.3 2.22.0


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Energy & ChemicalsEnergy & Chemicals

E&C Backlog: $2.0 billion

14%

• Increase in volume and margins drove another strong quarter

• Strong operational performance and reduced cost estimates on several projects helped drive quarterly earnings

• Majority of Q-1 new awards driven by scope increases on existing projects

• Engineering and design work for multi-national petrochemical client



Backlog

($ in billions)

Major prospects internally authorized by clients appear to be proceeding as planned

Major prospects internally authorized by clients appear to be proceeding as planned


9.413.2

33.6

39.8 41.6


EBITDA*

($ in millions) Record

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27.131.8

28.2

39.4

31.8


0.7 0.7 0.7 0.80.7


22

Fabrication & ManufacturingFabrication & Manufacturing

F&M Backlog:$0.7 billion

5%

• Continued strong operational performance

• Projects in backlog continue as planned



Backlog

($ in billions)

Progress continues on new nuclear module fabrication and assembly plant in Lake Charles, LA

Progress continues on new nuclear module fabrication and assembly plant in Lake Charles, LA


EBITDA*

($ in millions)

• Majority of Q-1 new awards driven by scope increases on existing projects

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• Work has commenced on the $100 million / 600,000 square foot facility located in Lake Charles, LA

• Will produce structural, piping and equipment modules for new nuclear power plants utilizing the Westinghouse AP1000™ technology

• Shaw’s 3 existing nuclear EPC contracts are expected to generate approx. $1B in revenues for this facility

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Module Fabrication and Assembly Facility Module Fabrication and Assembly Facility

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2.8 2.8

5.2 5.1 5.0


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Environmental & InfrastructureEnvironmental & Infrastructure

E&I Backlog: $5.0 billion

33%

• MOX and Inner Harbor Navigation Canal Hurricane Protection projects continue to perform well

• Overall, business is again performing well

• Sold interest in final military housing privatization ventures

• New awards primarily driven by contracts within the Federal business division

• Some hurricane emergency response work

Q-1 FY09 in Summary


Backlog

Q-1 2009 New Awards: $216M

($ in billions)

E&I is returning to being a consistent performerE&I is returning to being a consistent performer


13.0

5.2

11.5

20.7 20.8

Q-1 FY08 Q-2 FY08 Q-3 FY08 Q-4 FY08 Q-1 F09

EBITDA*($ in millions)

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• Non-cash FX translation loss continues to create volatility in GAAP earnings, but operational performance remains strong

• All operating segments had strong financial results this quarter

• Execution of E&C, Fossil, and F&M contracts continue to drive earnings

• E&I returning to being a consistent and profitable performer

• Domestic nuclear market continues to develop and contribution to earnings expected to begin in FY 2010 as anticipated

25

Q-1 FY09 Summary Q-1 FY09 Summary

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Investor Relations & Media Contact Information

Investor Relations & Media Contact Information

Investor Contact:Chris D. SammonsVice President, Investor [email protected]

Media Contact:Craig PierceVice [email protected]

mailto:[email protected]

mailto:[email protected]

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Thursday, January 8, 2008

First Quarter FY 2009: Earnings Conference Call

Regulation G Appendices

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Appendix 1: EBITDA Reconciliation Q1 FY 2009


Note: EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by The Shaw Group Inc. to assess performance.

(in millions)

Net Income (Loss) (39.9)$ (102.7)$ 62.8$ Interest Expense 11.6 9.9 1.7 Depreciation and Amortization 12.6 - 12.6 Provision for Income Taxes (22.7) (67.0) 44.3 Income Taxes on Unconsolidated Subs 0.9 1.1 (0.2) EBITDA (37.5)$ (158.7)$ 121.2$

Revenue 1,900.4 N/A 1,900.4 EBITDA % -2.0% N/A 6.4%

Q1 FY 2009

ConsolidatedWestinghouse

Segment Excluding

Westinghouse

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Note: EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by The Shaw Group Inc. to assess performance.

(in millions)

Net Income (Loss) 2.2$ (35.5)$ 37.7$ Interest Expense 11.1 8.9 2.2 Depreciation and Amortization 10.4 - 10.4 Provision for Income Taxes 2.1 (25.8) 27.9 Income Taxes on Unconsolidated Subs 3.5 3.1 0.4 EBITDA 29.3$ (49.3)$ 78.6$

Revenue 1,712.2 N/A 1,712.2 EBITDA % 1.7% N/A 4.6%

Q1 FY 2008

ConsolidatedWestinghouse

Segment Excluding

Westinghouse

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Appendix 1: Segment EBITDA Reconciliation Q1 FY09 & Q4 FY08


Note: Segment EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by The Shaw Group Inc. to assess performance.

(in millions)

Income (loss) before income taxes, and earnings (losses) from unconsolidated entities 35.9$ 41.8$ 8.2$ 18.6$ 30.4$ Interest Expense 0.4 0.3 (0.0) 0.2 (0.0) Depreciation and Amortization 3.3 2.3 0.8 3.0 2.5 Unconsolidated Subs, pre-tax - 0.6 - 0.3 - Minority Interest, pre-tax - (3.4) - (1.3) (1.1) EBITDA 39.6$ 41.6$ 9.0$ 20.8$ 31.8$

Q1 FY 2009

Fossil & NuclearEnergy &

Chemicals MaintenanceEnvironmental &

InfrastructureFabrication & Manufacturing

(in millions)

Income (loss) before income taxes, and earnings (losses) from unconsolidated entities 16.9$ 40.2$ (1.2)$ 16.7$ 38.5$ Interest Expense 0.5 (0.1) (0.0) 0.2 (0.0) Depreciation and Amortization 3.1 1.6 0.7 3.8 2.4 Unconsolidated Subs, pre-tax - 0.6 - (1.1) - Minority Interest, pre-tax - (2.5) - 1.1 (1.5) EBITDA 20.5$ 39.8$ (0.5)$ 20.7$ 39.4$

Q4 FY 2008




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(in millions)

Income (loss) before income taxes, and earnings (losses) from unconsolidated entities 38.5$ 36.8$ 14.5$ 7.4$ 29.1$ Interest Expense 0.4 0.3 0.0 0.2 (0.5) Depreciation and Amortization 2.8 2.1 0.7 4.0 1.9 Unconsolidated Subs, pre-tax - 0.6 - 2.0 0.6 Minority Interest, pre-tax - (6.2) - (2.1) (2.9) EBITDA 41.7$ 33.6$ 15.2$ 11.5$ 28.2$

Q3 FY 2008 (Restated)




(in millions)

Income (loss) before income taxes, and earnings (losses) from unconsolidated entities 24.1$ 11.7$ 9.2$ 5.4$ 32.0$ Interest Expense 0.2 1.0 (0.0) 0.2 (0.1) Depreciation and Amortization 2.7 1.9 1.0 4.0 1.8 Unconsolidated Subs, pre-tax - 0.7 - (1.6) (0.0) Minority Interest, pre-tax - (2.1) - (2.8) (1.9) EBITDA 27.0$ 13.2$ 10.2$ 5.2$ 31.8$

Q2 FY 2008 (Restated)




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Appendix 1: Segment EBITDA Reconciliation Q1 FY08

Appendix 1: Segment EBITDA Reconciliation Q1 FY08


(in millions)

Income (loss) before income taxes, and earnings (losses) from unconsolidated entities 33.2$ 8.6$ 11.3$ 9.8$ 27.1$ Interest Expense 0.2 0.4 - 0.2 0.0 Depreciation and Amortization 2.4 1.6 0.6 3.7 1.8 Unconsolidated Subs, pre-tax - 0.5 - 0.7 (0.0) Minority Interest, pre-tax - (1.7) - (1.4) (1.8) EBITDA 35.8$ 9.4$ 11.9$ 13.0$ 27.1$



Q1 FY 2008

MaintenanceFossil & NuclearEnergy &

Chemicals

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Appendix 2: Q1 FY 09 Reconciliation of Income excluding Westinghouse


Note: Presents our income statement excluding the Investment in Westinghouse segment

(in millions, except per share data)

Westinghouse ExcludingConsolidated Segment Westinghouse

Revenues $1,900.4 $0.0 $1,900.4Cost of revenues 1,712.3 0.0 1,712.3

Gross profit 188.1 0.0 188.1

General and administrative expenses 73.1 0.1 73.0

Operating income (loss) 115.0 (0.1) 115.1

Interest expense (1.7) 0.0 (1.7)Interest expense on JPY-denominated bonds including accretion and amortization (9.9) (9.9) 0.0Interest income 3.9 0.0 3.9Foreign currency translation gains (losses) on JPY-denominated bonds, net (161.2) (161.2) 0.0Other foreign currency transaction gains (losses), net (2.3) 0.0 (2.3)Other income (expense), net (1.9) 0.0 (1.9)

(173.1) (171.1) (2.0)Income (loss) before income taxes, minority interest, earnings (losses) from unconsolidated entities (b) (58.1) (171.2) 113.1Provision (benefit) for income taxes (a) (22.7) (67.0) 44.3

Income (loss) before minority interest and earnings (losses) from unconsolidated entities (35.4) (104.2) 68.8

Minority interest (c) (5.9) 0.0 (5.9)Income from 20% Investment in Westinghouse, net of income taxes 1.5 1.5 0.0Earnings (losses) from unconsolidated entities, net of income taxes (0.1) 0.0 (0.1)Net income (loss) ($39.9) ($102.7) $62.8

Net income (loss) per common share: Basic income (loss) per common share (0.48)$ (1.23)$ 0.75$ Diluted income (loss) per common share (0.48)$ (1.23)$ 0.75$

Weighted average shares outstanding:Basic 83.1 83.1 83.1Diluted: 83.1 83.1 83.9

Effective tax rate [a/(b+c)] 36% 39% 41%

Q1 FY 2009Quarter ended November 30, 2008

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Note: Presents our income statement excluding the Investment in Westinghouse segment

(in millions, except per share data)

Westinghouse ExcludingConsolidated Segment Westinghouse

Revenues $1,712.2 $0.0 $1,712.2Cost of revenues 1,577.2 0.0 1,577.2

Gross profit 135.0 0.0 135.0

General and administrative expenses 68.9 0.0 68.9

Operating income (loss) 66.1 (0.0) 66.1

Interest expense (2.2) 0.0 (2.2)Interest expense on JPY-denominated bonds including accretion and amortization (8.9) (8.9) 0.0Interest income 4.8 0.0 4.8Foreign currency translation gains (losses) on JPY-denominated bonds, net (57.2) (57.2) 0.0Other foreign currency transaction gains (losses), net 1.2 0.0 1.2Other income (expense), net (0.3) 0.0 (0.3)

(62.6) (66.1) 3.5Income (loss) before income taxes, minority interest, earnings (losses) from unconsolidated entities (b) 3.5 (66.1) 69.6Provision (benefit) for income taxes (a) 2.1 (25.8) 27.9

Income (loss) before minority interest and earnings (losses) from unconsolidated entities 1.4 (40.3) 41.7

Minority interest (c) (5.0) 0.0 (5.0)Income from 20% Investment in Westinghouse, net of income taxes 4.8 4.8 0.0Earnings (losses) from unconsolidated entities, net of income taxes 1.0 0.0 1.0Net income (loss) $2.2 ($35.5) $37.7

Net income (loss) per common share: Basic income (loss) per common share 0.03$ (0.44)$ 0.47$ Diluted income (loss) per common share 0.03$ (0.42)$ 0.45$

Weighted average shares outstanding:Basic 80.7 80.7 80.7Diluted: 83.6 83.6 83.6

Effective tax rate [a/(b+c)] -144% 39% 43%

Q1 FY 2008Quarter ended November 30, 2007

02M1

0200

7D

35

Appendix 3: E&C Pass-Through Revenues and Cost Reconciliation

Appendix 3: E&C Pass-Through Revenues and Cost Reconciliation

Note: Reconciliation of revenues and cost of revenues to revenues and costs of revenues excluding pass-through costs

(in millions)Amount % Amount % Amount %

Income: Revenues 321.7$ 100.0% (103.1)$ 100.0% 218.6$ 100.0% Cost of Revenues 269.3 83.7% (103.1) 100.0% 166.2 76.0% Gross Profit 52.4$ 16.3% -$ 0.0% 52.4$ 24.0%


Income: Revenues 296.1$ 100.0% (134.4)$ 100.0% 161.7$ 100.0% Cost of Revenues 279.7 94.5% (134.4) 100.0% 145.3$ 89.9% Gross Profit 16.4$ 5.5% -$ 0.0% 16.4$ 10.1%

Energy and Chemicals Q1 FY 2008

Excluding Pass-Through Costs

Energy and Chemicals Q1 FY 2008 (Restated)


Pass-Through Costs



Pass-Through Costs



02M1

0200

7D

36

Appendix 3: E&I Pass-Through Revenues and Cost Reconciliation

Appendix 3: E&I Pass-Through Revenues and Cost Reconciliation

Note: Reconciliation of revenues and cost of revenues to revenues and costs of revenues excluding pass-through costs


Income: Revenues 389.9$ 100.0% (24.1)$ 100.0% 365.8$ 100.0% Cost of Revenues 364.8 93.6% (24.1) 100.0% 340.7$ 93.1% Gross Profit 25.1$ 6.4% -$ 0.0% 25.1$ 6.9%

Environmental & InfrastructureQ1 FY 2008


Pass-Through Costs



02M1

0200

7D

37

Appendix 4: Total Debt ReconciliationAppendix 4: Total Debt Reconciliation

Note: To show our total debt excluding the Japanese Yen-denominated bonds

Restated Restated Restated Restated Restated(in millions) Q1 FY 2009 Q4 FY 2008 Q3 FY 2008 Q2 FY 2008 Q1 FY 2008 Q4 FY 2007 Q3 FY 2007 Q2 FY 2007 Q1 FY 2007

Financed Insurance Premiums $0.0 $0.0 $2.4 $7.4 $11.1 $0.0 $3.1 $6.6 $10.4Current maturities of long-term debt 4.9 4.5 4.4 2.7 4.6 5.4 8.8 9.1 9.5Short-term revolving line of credit 0.0 0.0 0.0 1.0 2.3 0.2 2.8 2.7 2.5Current portion of obligations under capital leases 0.6 1.5 1.8 1.9 2.2 2.1 2.2 2.2 1.8Short-term debt and current maturities of long-term debt 5.5 6.0 8.6 13.0 20.2 7.7 16.9 20.6 24.2

Revolving line of credit 0.0 0.0 0.0 0.0 0.0 0.0 0.0 39.0 53.0Long-term debt, less current maturities 1.9 3.3 3.5 3.8 6.6 7.5 8.6 23.8 26.7Obligations under capital leases, less current portion 0.2 0.3 0.4 0.8 1.3 1.8 2.2 2.8 3.0Long-term debt, less current maturities 2.1 3.6 3.9 4.6 7.9 9.3 10.8 65.6 82.7

Japanese Yen-denominated long-term bonds secured by Investment in Westinghouse, net 1,325.1 1,162.0 1,197.1 1,187.8 1,145.6 1,087.4 1,033.9 1,048.3 1,080.6

Total Debt $1,332.7 $1,171.6 $1,209.6 $1,205.4 $1,173.7 $1,104.4 $1,061.6 $1,134.5 $1,187.5Less: Westinghouse Debt 1,325.1 1,162.0 1,197.1 1,187.8 1,145.6 1,087.4 1,033.9 1,048.3 1,080.6Total Debt, excluding Westinghouse $7.6 $9.6 $12.6 $17.6 $28.1 $17.0 $27.7 $86.2 $106.9

shaw group 656631fe-d4e6-4f14-a3db-b8c5e6b7bb07_1q2009

Economy & Finance

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