##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
  Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    August 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number: 1-12227
  THE SHAW GROUP INC.
 (Exact name of registrant as
    specified in its charter)
  LOUISIANA(State or other jurisdiction
    of
    incorporation or organization)

72-1106167(I.R.S. Employer
    Identification No.)   4171 Essen Lane
 Baton Rouge, Louisiana 70809
 (Address of principal executive
    offices) (Zip Code)
  (225) 932-2500
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock  no par value

New York Stock ExchangePreferred Stock Purchase Rights
    with respect to Common Stock  no par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K (Form 10-K).




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##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


2Item 1A.


Risk Factors


19Item 1B.


Unresolved Staff Comments


35Item 2.


Properties


36Item 3.


Legal Proceedings


37Item 4.


(Removed and Reserved)PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


37Item 6.


Selected Financial Data


39Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


39Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


65Item 8.


Financial Statements and Supplementary Data


67Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


67Item 9A.


Controls and Procedures


67Item 9B.


Other Information


68PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


68Item 11.


Executive Compensation


72Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


72Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


72Item 14.


Principal Accounting Fees and Services


72PART IVItem 15.


Exhibits, Financial Statement Schedules


72EX-10.24EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   1




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K  Form 10-K,
    PART I
  Item 1.
    Business.  General
  TM
    st
  First Quarter

November
    30thSecond Quarter

February
    28thThird Quarter

May 31stFourth Quarter

August
    31st  2




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(225) 932-2500.
  History
          Our
    Business Segments
        
    Power (formerly known as Fossil, Renewables & Nuclear),
    Plant Services (formerly known as Maintenance),
    Environmental & Infrastructure (E&I),
    Energy & Chemicals (E&C),
    Fabrication & Manufacturing (F&M),
    Investment in Westinghouse, and
    Corporate 3




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page F-2.
  Power
    Segment
    Nuclear Power Generation.
  Nuclear Services.
  Gas-Fired Generation.
  Clean Coal-Fired Generation.
 4




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Air Quality Control (AQC).
  2
    Plant
    Services Segment
    Nuclear Plant Maintenance and
    Modifications.
    Fossil Plant Maintenance and Modifications.
  Process and Industrial Maintenance and
    Modifications.
  Capital Construction.
 5




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Environmental &
    Infrastructure (E&I) Segment
    Program Management.
  Design-Build. first-of-its-kind
  Environmental Remediation.
  Emergency Response & Recovery.
  Coastal, Maritime and Natural Resource Engineering and
    Restoration.
 6




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General Infrastructure and Transportation.
  Other Federal Services.
  Energy &
    Chemicals (E&C) Segment
      Consulting.
  Ethylene. and/or
 7




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Petrochemicals. tm
    Oil Refining.
     8




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Upstream.
    Fabrication &
    Manufacturing (F&M) Segment
      Pipe Fabrication.
  and/or
       9




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Manufacturing and Distribution.
    Module Fabrication and Assembly.
  Investment
    in Westinghouse Segment
  page F-2
       10




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and/or
     11




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page F-2.
  Corporate
    Segment
    Clients,
    Marketing and Seasonality
     12




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Competition
        Backlog
    of Unfilled Orders
  and/or
    August 31,


August 31,By Segment

2010


2009Power

$
11,407.9


$
12,795.1Plant Services


1,850.0



1,808.1E&I


4,942.8



5,439.0E&C


671.0



1,298.6F&M


1,246.7



1,374.8Total backlog

$
20,118.4


$
22,715.6   
  Types of
    Contracts
   13




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
  Raw
    Materials and Suppliers
   14




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Environmental
    Health & Safety (EHS)
    Industry
    Certifications
         15




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Patents,
    Tradenames and Licenses and Other Intellectual
    Property
  tm tm
        Environmental
    Matters
  and/or
   16




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and/or
     17




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Employees
      Available
    Information
  http://www.shawgrp.com, Form 10-K, Form 10-Q, Form 8-K Form 10-K (225) 932-2500. http://www.sec.gov. 1-800-SEC-0330.
  Certifications
  Form 10-K.
 18




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Item 1A.
    Risk
    Factors  The risks described below could materially and adversely
    affect our stock price, business, financial condition and
    results of operations and the actual outcome of matters as to
    which forward-looking statements are made in this
    Form 10-K
    The risk factors described below are not the only ones we face.
    Our stock price, business, financial condition and results of
    operations may also be affected by additional factors that are
    not currently known to us or that we currently consider
    immaterial or that are not specific to us, such as general
    economic conditions.
  The categorization of risks set forth below is meant to help
    you better understand the risks facing our business and is not
    intended to limit consideration of the possible effects of these
    risks to the listed categories. Any adverse effects related to
    the risks discussed below may, and likely will, adversely affect
    many aspects of our business.
  You should refer to the explanation of the qualifications and
    limitations on forward-looking statements under Cautionary
    Statement Regarding Forward-Looking Statements on
    page 1 in this
    Form 10-K.
    All forward-looking statements made by us are qualified by the
    risk factors described below.
  Risks
    Related to Our Operations
  Demand
    for our products and services is cyclical and vulnerable to
    sudden economic downturns and reductions in private industry and
    government spending and/or their ability to meet existing
    payment obligations. If general economic conditions continue to
    weaken or the credit markets deteriorate, then we may be unable
    to recover expenditures and our revenues, profits and our
    financial condition may be negatively impacted.
      and/or
  We
    face substantial competition in each of our business
    segments.
   19




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Our
    results of operations depend on new contract awards; however,
    the selection process and timing for performing these contracts
    are not within our control.
    Our
    backlog of unfilled orders is subject to unexpected adjustments
    and cancellations and is, therefore, not a reliable indicator of
    our future revenues or earnings.
    and/or
  out-of-pocket
 20




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The
    nature of our contracts, particularly our reimbursable and
    fixed-price contracts, could adversely affect us.
      
    engineering design changes;
    unanticipated technical problems with the equipment being
    supplied or developed by us, which may require that we spend our
    own money to remedy the problem;
    changes in the cost of equipment, commodities, materials or
    labor;
    difficulties in obtaining required permits or approvals;
    changes in laws and regulations;
    changes in labor conditions, including the availability and
    productivity of labor;
    project modifications creating unanticipated costs;
    delays caused by local weather conditions;
    failure to perform by our project owners, suppliers or
    subcontractors; and
    general economic conditions.  agreed-upon
  agreed-upon
   21




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Our
    failure to meet contractual schedule or performance requirements
    could adversely affect our revenue and
    profitability.
  and/or and/or page F-2.
  If our
    joint venture or consortium partners, subcontractors or
    equipment manufacturers fail to perform their contractual
    obligations on a project, we could be exposed to the risk of
    loss, and in some cases, joint and several liability to our
    clients, loss of reputation and additional financial performance
    obligations that could result in reduced profits or, in some
    cases, significant losses.
  and/or and/or
  If we
    are unable to form teaming arrangements, particularly for some
    of our international opportunities, our ability to compete for
    and win business may be negatively impacted.
   22




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Our
    government contracts may present risks to us.
    year-by-year
    The
    limitation or the 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.
    85-804 85-804) 85-804
  If the
    U.S. were to change its support of nuclear power or revoke or
    limit DOEs Loan Guarantee Program (LGP), it could have a
    material adverse effect on our operations.
   23




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We may
    be exposed to additional risks in our Power segment, as we begin
    to execute our significant nuclear backlog and book 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 revenues and liquidity.
    Additionally, the current economic conditions may impact the
    pace of the development of nuclear projects.
      Environmental
    laws and regulations expose us to certain risks, could increase
    our costs and liabilities and impact demand for our services.
    While all of our operations are impacted by environmental laws
    and regulations, these impacts may be most significant for our
    nuclear and integrated environmental solutions
    businesses.
  General
    
    emissions into the air;
    climate change legislation;
    discharges into waterways;
    generation, storage, handling, treatment, transport and disposal
    of waste materials and hazardous substances; and
    health and safety.   24




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and/or
    Nuclear
    Operations
    Our,
    our clients and our partners ability to receive the
    applicable regulatory and environmental approvals for our
    projects and the timeliness of those approvals could adversely
    affect us.
   25




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Due to
    the international nature of our business we could be adversely
    affected by violations of the U.S. Foreign Corrupt Practices
    Act, similar worldwide anti-bribery laws, and various
    international trade and export laws.
  non-U.S. officials
  Political
    and economic conditions in foreign countries in which we operate
    could adversely affect us.
    
    uncertain economic conditions in the foreign countries in which
    we make capital investments, operate and sell products and
    services;
    the lack of well-developed legal systems and less established or
    traditional business practices in some countries in which we
    operate and sell products and services, which could make it
    difficult for us to enforce our contractual rights;
    security and safety of employees and subcontractors;
    expropriation of property;
    restrictions on the right to convert or repatriate currency;
    changes in labor conditions;
    changing general economic and political conditions in foreign
    markets;
    terrorist attacks;
    commodity prices and availability;
    potential incompatibility with foreign joint venture
    partners; and
    interruptions or delays in international shipping.  Foreign
    exchange risks may affect our ability to realize a profit from
    certain projects or to obtain projects.
   26




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The
    recent adoption of financial reform legislation by the United
    States Congress could have an adverse effect on our ability to
    use derivative instruments to hedge risks associated with our
    business.
  over-the-counter
  Risks
    related to our Investment in Westinghouse could have an adverse
    effect on us.
  time-to-time,
     27




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and/or and/or
      page F-2
  The
    nature of our projects exposes us to potential professional
    liability, product liability, warranty and other claims, which
    may reduce our profits.
   28




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Risks
    Related to Financial Reporting and Corporate
    Governance
  Actual
    results could differ from the estimates and assumptions that we
    use to prepare our financial statements.
    
    contract costs and profits and application of the
    percentage-of-completion
    method of accounting; revenues recognized, and reduction of
    costs recognized, as a result of contract claims and unapproved
    change orders;
    revenues recognized related to project incentives we expect to
    earn;
    recoverability of inventory and application of lower of cost or
    market accounting;
    provisions for uncollectible receivables and client claims and
    recoveries of costs from subcontractors, vendors and others;
    provisions for income taxes and related valuation allowances;
    recoverability of goodwill;
    recoverability of other intangibles and related estimated lives;
    valuation of assets acquired and liabilities assumed in
    connection with business combinations;
    valuation of defined benefit pension plans; and
    accruals for estimated assets and liabilities, including
    litigation and insurance recoveries/reserves.  percentage-of-completion
 29




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If we
    were required to write down all or part of our goodwill and/or
    our intangible assets, our net earnings and net worth could be
    materially adversely affected.
  and/or
  If we
    fail to maintain an effective system of internal controls, we
    may not be able to accurately report our financial results or
    prevent fraud. As a result, investors could lose confidence in
    our financial reporting, which would harm our business and the
    trading price of our stock.
    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.
    We
    have in place a shareholder rights plan, and provisions in our
    articles of incorporation by-laws that may discourage a change
    of control of our company.
   30




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Risks
    Related to Our Liquidity and Capital Resources
  Non-compliance
    with covenants in our Credit Facility, without waiver or
    amendment from the lenders, could require us to post cash
    collateral for outstanding letters of credit and could adversely
    affect our ability to borrow under the Facility.
        Downgrades
    by rating agencies, inability to obtain adequate surety bonding
    or letters of credit could affect our business strategies by
    requiring us to modify existing bonding facilities and/or reduce
    our ability to bid on new work which could have a material
    adverse effect on our future revenues and business
    prospects.
   31




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Restrictive
    covenants in our Facility may restrict our ability to pursue our
    business strategies.
    
    incur indebtedness or contingent obligations;
    issue preferred stock;
    pay dividends or make distributions to our shareholders;
    repurchase or redeem our capital stock or subordinated
    indebtedness;
    make investments;
    create liens;
    enter into sale/leaseback transactions;
    incur restrictions on the ability of our subsidiaries to pay
    dividends or to make other payments to us;
    make capital expenditures;
    enter into transactions with our shareholders and affiliates;
    sell and pledge assets; and
    acquire the assets of, or merge or consolidate with, other
    companies or transfer all or substantially all of our assets.     32




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Because
    of the capital-intensive nature of our business, we are
    vulnerable to significant fluctuations in our liquidity that may
    vary substantially over time.
    Our
    borrowing levels and debt service obligations could adversely
    affect our financial condition and impair our ability to fulfill
    our obligations under our Facility.
    
    requiring us to dedicate a substantial portion of our cash flows
    from operations to the repayment of debt, which reduces the cash
    available for other business purposes;
    limiting our ability to obtain additional financing and creating
    additional liens on our assets;
    limiting our flexibility in planning for, and reacting to,
    changes in our business;
    placing us at a competitive disadvantage if we are more
    leveraged than our competitors;
    making us more vulnerable to adverse economic and industry
    conditions; and
    restricting us from making additional investments or
    acquisitions by limiting our aggregate debt obligations.    Risks
    Related to Labor and Employment
  Our
    failure to attract and retain qualified personnel, including
    engineers, skilled workers and key officers, could have an
    adverse effect on us.
  and/or
    Work
    stoppages, Union negotiations and other labor problems could
    adversely affect us.
   33




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We may
    be required to contribute cash to meet our underfunded pension
    obligations in certain
    multi-employer
    pension plans.
    Our
    employees work on projects that are inherently dangerous and a
    failure to maintain a safe work site could result in significant
    losses.
  and/or
  Other
    Risk Factors
  Lawsuits
    and regulatory proceedings could adversely affect our
    business.
  and/or page F-2.
  page F-2.
  If we
    are unable to enforce our intellectual property rights or if our
    technology becomes obsolete, our competitive position could be
    adversely impacted.
   34




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Item 1B.
    Unresolved
    Staff Comments.   35




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Item 2.
    Properties.    OwnedLocation

Description

Segment Using Property

LeasedBaton Rouge, LA

Corporate Headquarters

Corporate

LeasedAddis, LA

Fabrication Facility

F&M

OwnedAskar, Bahrain

Office Building and Pipe Fabrication Facility

F&M

LeasedBaton Rouge, LA

Office Building

Corporate

LeasedBaton Rouge, LA

Office Building

E&C

LeasedCambridge, MA

Office Building

E&C

LeasedCentennial, CO

Office Building

E&I/Power

LeasedCharlotte, NC

Office Building

Power

LeasedCharlotte, NC

Office Building

Power

LeasedClearfield, UT

Fabrication and Manufacturing

F&M

LeasedConcord, CA

Office Building

E&I

LeasedDecatur, GA

Warehouse

F&M

LeasedDelcambre, LA

Manufacturing Facility

Plant Services

OwnedDerby, United Kingdom

Manufacturing Facility

Power

OwnedEl Dorado, AR

Manufacturing Facility

F&M

OwnedFindlay, OH

Office Building & Storage

E&I

LeasedGreenwood Village, CO

Office Building

E&I

LeasedHouston, TX

Office Building

E&C/E&I

LeasedHouston, TX

Pipe Fittings Distribution Facility

F&M

LeasedKnoxville, TN

Office Building & Laboratory

E&I

LeasedKnoxville, TN

Warehouse

E&I

LeasedLake Charles, LA

Module Assembly Facility

F&M

LeasedLaPorte, TX

Manufacturing Facility

Plant Services

OwnedLaurens, SC

Pipe Fabrication Facility

F&M

OwnedMaracaibo, Venezuela

Pipe Fabrication Facility

F&M

OwnedMatamoros, Mexico

Pipe Fabrication Facility

F&M

OwnedMilton Keynes, United Kingdom

Office Building

E&C

LeasedMississauga, Ontario

Office Building

E&C

LeasedMonroeville, PA

Office Building & Storage

E&I

LeasedMoorestown, NJ

Office Building

Power

LeasedNew Brunswick, NJ

Manufacturing Facility

F&M

LeasedPrairieville, LA

Manufacturing Facility

Plant Services

OwnedSt. Paul, VA

Warehouse

Power

LeasedShreveport, LA

Manufacturing Facility

F&M

OwnedShreveport, LA

Piping Components & Manufacturing Facility

F&M

OwnedStoughton, MA

Office Building

E&C/Power

LeasedTrenton, NJ

Office Building

E&I

LeasedTulsa, OK

Pipe Fabrication & Distribution Facility

F&M

OwnedWalker, LA

Office Building & Warehouse

F&M

OwnedWalker, LA

Pipe Fabrication Facility

F&M

OwnedWest Monroe, LA

Pipe Fabrication Facility

F&M

Owned  36




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Item 3.
    Legal
    Proceedings  page F-2.
  PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowFiscal Year ended August 31, 2010First Quarter


33.63



24.50Second Quarter


35.97



27.85Third Quarter


40.49



30.78Fourth Quarter


38.07



30.52Fiscal Year ended August 31, 2009First Quarter


49.50



11.47Second Quarter


31.18



14.54Third Quarter


34.70



20.14Fourth Quarter


35.14



23.23       Stock
    Performance Graph
  5-year
   37




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COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Shaw Group Inc. (The), the S&P 500 Index
    and the Dow Jones US Heavy Construction Index
  
     ©
 ©
  8/05


8/06


8/07


8/08


8/09


8/10The Shaw Group Inc.



100.00




119.24




237.20




234.79




139.00




153.55S&P 500



100.00




108.88




125.36




111.40




91.06




95.53DJ Heavy Construction



100.00




139.20




232.71




225.37




151.11




133.89   THE
    FOREGOING GRAPH REPRESENTS HISTORICAL STOCK PRICE PERFORMANCE
    AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
    PERFORMANCE.
   38




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Item 6.
    Selected
    Financial Data  page F-2.
  Year Ended August 31,(In millions, except per share amounts)

2010


2009


2008


2007


2006Consolidated Statements of OperationsRevenues

$
7,000.8


$
7,279.7


$
6,998.0


$
5,723.7


$
4,775.6Income (loss) from continuing operations

$
92.7


$
15.0


$
140.7


$
(19.0
)

$
50.2Diluted income (loss) per common share from continuing operations

$
1.08


$
0.18


$
1.67


$
(0.24
)

$
0.63Consolidated Balance SheetsTotal assets

$
5,996.3


$
5,557.2


$
4,587.3


$
3,894.4


$
2,537.1Westinghouse bonds, short-term

$
1,520.7


$
1,388.0


$



$



$
Long-term debt and capital lease obligations, net of current
    maturities

$
1.0


$
7.6


$
1,165.6


$
1,096.8


$
173.5Cash dividends declared per common share

$



$



$



$



$
   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K page F-2.
  Overview
     39




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state-of-the-art
    Consolidated
    Results of Operations
  Consolidated
    Revenues:
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
7,000.8


$
7,279.7


$
6,998.0$ Change from prior period


(278.9
)


281.7% Change from prior period


(3.8
)%


4.0
%    40




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Consolidated
    Gross Profit:
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
586.0


$
607.4


$
586.0$ Change from prior period


(21.4
)


21.4% Change from prior period


(3.5
)%


3.7
%     Consolidated
    Selling, General & Administrative Expenses
    (SG&A):
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
288.0


$
308.7


$
276.3$ Change from prior period


(20.7
)


32.4% Change from prior period


(6.7
)%


11.7
%     Consolidated
    Interest Expense:
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
43.9


$
73.6


$
45.9$ Change from prior period


(29.7
)


27.7% Change from prior period


(40.4
)%


60.3
%     Consolidated
    Provision for Income Taxes:
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
44.0


$
11.9


$
71.4$ Change from prior period


32.1



(59.5
)% Change from prior period


269.7
%


(83.3
)%    41




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Consolidated
    Earnings (Losses) from Unconsolidated Entities:
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
7.1


$
11.0


$
17.7$ Change from prior period


(3.9
)


(6.7
)% Change from prior period


(35.5
)%


(37.9
)%     Consolidated
    Net Income (Loss) Attributable to Shaw:
  For the Year Ended August 31,(Dollars in millions)

2010


2009


2008Amount

$
92.7


$
15.0


$
140.7$ Change from prior period


77.7



(125.7
)% Change from prior period


518.0
%


(89.3
)%    42




---



##### Table of Contents



Segment
    Results of Operations
    Fiscal Year Ended August 31,2010


2009


2008Revenues:Power

$
2,297.9


$
2,581.2


$
2,655.1Plant Services


881.0



864.1



1,018.2E&I


2,215.2



1,835.5



1,462.1E&C


1,114.6



1,371.5



1,283.3F&M


492.0



623.4



576.6Corporate


0.1



4.0



2.7Total revenues

$
7,000.8


$
7,279.7


$
6,998.0Gross profit:Power

$
119.7


$
87.0


$
153.1Plant Services


53.2



17.8



49.4E&I


206.8



161.7



105.9E&C


110.7



198.7



124.3F&M


93.5



138.0



150.0Corporate


2.1



4.2



3.3Total gross profit

$
586.0


$
607.4


$
586.0Gross profit percentage:Power


5.2
%


3.4
%


5.8
%Plant Services


6.0



2.1



4.9E&I


9.3



8.8



7.2E&C


9.9



14.5



9.7F&M


19.0



22.1



26.0Corporate


NM



NM



NMTotal gross profit percentage


8.4
%


8.3
%


8.4
%Income (loss) before income taxes and earnings (losses) from
    unconsolidated entities:Power

$
64.9


$
29.3


$
112.7Plant Services


43.7



6.7



33.8E&I


138.8



91.0



39.3E&C


64.4



153.0



97.4F&M


63.9



106.6



126.8Investment in Westinghouse


(169.8
)


(267.0
)


(107.9
)Corporate


(58.1
)


(87.0
)


(81.6
)Total income (loss) before income taxes and earnings (losses)
    from unconsolidated entities

$
147.8


$
32.6


$
220.5      43




---



##### Table of Contents



Fiscal Year Ended August 31,2010


2009


2008Industry

(In millions)


%


(In millions)


%


(In millions)


%Environmental and Infrastructure

$
2,215.2



32


$
1,835.5



25


$
1,462.1



21Power Generation


2,985.8



43



3,168.5



44



3,258.7



47Chemicals


1,715.0



24



2,120.0



29



2,096.9



29Other


84.8



1



155.7



2



180.3



3Total revenues

$
7,000.8



100
%

$
7,279.7



100
%

$
6,998.0



100
%     Fiscal Year Ended August 31,2010


2009


2008Geographic Region

(In millions)


%


(In millions)


%


(In millions)


%United States

$
5,619.0



80


$
5,669.7



78


$
5,422.2



78Asia/Pacific Rim countries


965.2



14



978.4



13



573.0



8Middle East


263.2



4



386.3



5



719.5



10United Kingdom and other European Countries


67.6



1



127.9



2



193.9



3South America and Mexico


16.0







51.8



1



33.6



1Canada


23.3







37.7



1



25.4



Other


46.5



1



27.9







30.4



Total revenues

$
7,000.8



100
%

$
7,279.7



100
%

$
6,998.0



100
%   Segment
    Analysis  Fiscal Year 2010 Compared to Fiscal Year
    2009
  Power
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
   44




---



##### Table of Contents



Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    Plant
    Services Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    E&I
    Segment
   45




---



##### Table of Contents



Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    E&C
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
   46




---



##### Table of Contents



Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    F&M
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    Investment
    in Westinghouse Segment
       47




---



##### Table of Contents



time-to-time,
  Corporate
    Segment
    Analysis  Fiscal Year 2009 Compared to Fiscal Year
    2008
  Power
    Segment
    Revenues
   48




---



##### Table of Contents



Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    Plant
    Services Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    E&I
    Segment
   49




---



##### Table of Contents



Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    E&C
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
   50




---



##### Table of Contents



F&M
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes and earnings (losses) from
    unconsolidated entities
    Investment
    in Westinghouse Segment
        time-to-time
   51




---



##### Table of Contents



Corporate
  Selling,
    General and Administrative Expenses (SG&A)
    Liquidity
    and Capital Resources
  Overview
    of Fiscal Years 2010, 2009, and 2008
      page F-2
  and/or
 52




---



##### Table of Contents



rule 2a-7 and/or and/or and/or and/or
             53




---



##### Table of Contents



Year Ended August 31,2010

2009

2008Cash flow provided by (used in) operations

$
466,580


$
737,976


$
640,738Cash flow provided by (used in) investing


(558,336
)


(605,027
)


(96,815
)Cash flow provided by (used in) financing


(23,026
)


(30,450
)


43,401Cash (to) from variable interest entities










Effects of foreign exchange rate changes on cash


(1,620
)


(1,117
)


(927
)   Operating
    Cash Flow
      Investing
    Cash Flow
      Financing
    Cash Flow
  and/or
  and/or
   54




---



##### Table of Contents



Credit
    Facility
  and/or
  Commitment Expiration

(In millions)Total Commitments as of August 31, 2010

$
1,095.0Commitments expiring April 25, 2011


(95.0
)Commitments April 25, 2011 through October 25, 2012

$
1,000.0   and/or
    and/or
   55




---



##### Table of Contents



page F-2
  Other
    Revolving Lines of Credit
  page F-2
  Off
    Balance Sheet Arrangements
    page F-2
  Commercial
    Commitments
    Amounts of Commitment Expiration by PeriodLess ThanCommercial Commitments(1)

Total


1 Year


1-3 Years


4-5 Years


After 5 YearsLetters of Credit -Domestic and Foreign

$
641.7


$
540.7


$
101.0


$



$
Surety bonds


609.0



574.2



18.1



2.8



13.9Total Commercial Commitments

$
1,250.7


$
1,114.9


$
119.1


$
2.8


$
13.9     (1)
    
    Commercial Commitments exclude any letters of credit or bonding
    obligations associated with outstanding bids or proposals or
    other work not awarded prior to September 1, 2010.   56




---



##### Table of Contents



percentage-of-completion
    page F-2.
  Aggregate
    Contractual Obligations
    Payments Due by PeriodLess ThanContractual Obligations

Total


1 Year


1-3 Years


4-5 Years


After 5 YearsLong-term debt obligations(a)

$
1,630.7


$
39.5


$
1,591.2


$



$
Capital lease obligations


1.5



0.5



0.8



0.2



Interest rate swap(b)


33.2







33.2







Operating lease obligations


359.4



72.8



113.1



81.7



91.8Purchase obligations(c)


20.4



9.7



9.1



1.6



Pension obligations(d)


72.2



7.4



13.4



14.0



37.4Total contractual cash obligations

$
2,117.4


$
129.9


$
1,760.8


$
97.5


$
129.2     (a)
    
    Amounts for long-term debt obligations represent both principal
    and interest payments. Future interest payments for the
    JPY-denominated Westinghouse bonds are estimated using the JPY
    to dollar exchange rate at August 31, 2010.(b)
    
    On October 16, 2006, we entered into an interest rate swap
    agreement through March 15, 2013, in the aggregate notional
    amount of JPY 78 billion. At August 31, 2010, the fair
    value of the swap totaled approximately $33.2 million and
    is included as a current liability in our consolidated financial
    statements beginning on
    page F-2.(c)
    
    Purchase obligations primarily relate to IT technical support
    and software maintenance contracts. Commitments pursuant to
    subcontracts and other purchase orders related to engineering
    and construction contracts are not included since such amounts
    are expected to be funded under contract billings.(d)
    
    Pension obligations, representing amounts expected to be paid
    out from plans, noted under the heading After
    5 years are presented for the years
    2016-2020.  page F-2.
  Backlog
    of Unfilled Orders
  General.
 57




---



##### Table of Contents



and/or
    out-of-pocket
    Power and E&C Segments.
  Plant Services Segment.
  E&I Segment.
 58




---



##### Table of Contents



F&M Segment.
    August 31,2010


2009Segment

in millions


%


in millions


%Power

$
11,407.9



57


$
12,795.1



56Plant Services


1,850.0



9



1,808.1



8E&I


4,942.8



25



5,439.0



24E&C


671.0



3



1,298.6



6F&M


1,246.7



6



1,374.8



6Total backlog

$
20,118.4



100
%

$
22,715.6



100
%   August 31,2010


2009Industry

in millions


%


in millions


%Environmental and Infrastructure

$
4,942.8



25


$
5,439.0



24Energy


13,938.4



69



15,478.1



68Chemical


1,225.5



6



1,761.1



7Other


11.7







37.4



1Total backlog

$
20,118.4



100
%

$
22,715.6



100
%   August 31,2010


2009Geographic Region

in millions


%


in millions


%Domestic

$
19,126.6



95


$
20,978.2



92International


991.8



5



1,737.4



8Total backlog

$
20,118.4



100
%

$
22,715.6



100
%      59




---



##### Table of Contents



Inflation
    and Changing Prices
    Critical
    Accounting Policies and Estimates
  Form 10-K.
   60




---



##### Table of Contents



Revenue
    and Profit/Loss Recognition on Long-Term Construction Accounting
    Including Claims, Unapproved Change Orders and
    Incentives
  percentage-of-completion 605-35,
  Percentage of Completion. percentage-of-completion percentage-of-completion percentage-of-completion
    Unapproved Change Orders and
    Claims
    Revenue
    Recognition  Contract Segmenting
   61




---



##### Table of Contents



percentage-of-completion
  Other
    Revenue Recognition and Profit and Loss Estimates
    paid-up paid-up percentage-of-completion percentage-of-completion
  paid-up
    Accounting
    for Governmental Contracts
   62




---



##### Table of Contents



Litigation,
    Commitments and Contingencies
      Income
    Taxes
  page F-2).
  Goodwill
    and Intangible Assets Impairment Review
     63




---



##### Table of Contents



and/or
    page F-2
    Pension
    Plans
       64




---



##### Table of Contents



Multiemployer
    Plans
    Recent
    Accounting Guidance
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest
    Rate Risk
    page F-2.
     65




---



##### Table of Contents



Expected Maturity DatesFair2011


2012


2013


2014


2015


Thereafter


Total


ValueLong-term debtFixed rate

$
4.5


$
0.3


$
427.2


$
0.3


$



$



$
432.3


$
607.9Average interest rate


5.9
%


6.1
%


2.2
%


6.1
%






Variable rate










653.1














$
653.1


$
918.3Average interest rate










2.4
%










     Foreign
    Currency Exchange Rate Risk
    and/or
 66




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  page F-2. Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.  Form 10-K.
  Item 9A. 
    Controls
    and Procedures  a)
    Managements
    Quarterly Evaluation of Disclosure Controls and
    Procedures  Rules 13a-15(e) 15d-15(e)
  b)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting  Rules 13a-15(f) 15d-15(f)
    Internal
    Control  Integrated Framework
 67




---



##### Table of Contents



Form 10-K, page F-2 Form 10-K.
  c)
    Changes
    in Internal Control over Financial Reporting    Item 9B.
    Other
    Information.    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
  J. M. Bernhard, Jr.
  James F. Barker
  Thos. E. Capps
  Daniel A. Hoffler
 68




---



##### Table of Contents



David W. Hoyle
  Michael J. Mancuso
  Albert D. McAlister
  Stephen R. Tritch
 69




---



##### Table of Contents



Executive
    Officers
    Name

Age

PositionJ.M. Bernhard, Jr.


56


Chairman of the Board of Directors, President and Chief
    Executive OfficerGeorge P. Bevan


63


President of the Environmental & Infrastructure (E&I)
    GroupDavid L. Chapman, Sr.


65


President of the Fabrication & Manufacturing (F&M)
    GroupJohn Donofrio


48


Executive Vice President, General Counsel and Corporate SecretaryBrian K. Ferraioli


55


Executive Vice President and Chief Financial OfficerGary P. Graphia


48


Executive Vice President and Chief Operating OfficerMichael J. Kershaw


61


Senior Vice President and Chief Accounting OfficerLouis J. Pucher


67


President of the Energy & Chemicals (E&C) GroupClarence Ray


63


Chief Executive Officer of Power Group   J.M. Bernhard, Jr
  George P. Bevan
  David L. Chapman, Sr.
  John Donofrio
  Brian K. Ferraioli
 70




---



##### Table of Contents



Gary P. Graphia
  Michael J. Kershaw
  Louis J. Pucher
  Clarence Ray
  Corporate
    Governance
  Form 10-K,
  Code
    of Corporate Conduct and Ethics
  Form 10-K, www.shawgrp.com
        71




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Form 10-K,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K,
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K,
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K,
  PART IV
  Item 15.
    Exhibits,
    Financial Statement Schedules  Form 10-K.
  Financial Statements.
    Form 10-K Rule 3-09 Regulation S-X:
  Combined Financial Statements of Toshiba Nuclear Energy Holdings
    (US), Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd.Report of Independent Registered Public Accounting
    Firm  Ernst & Young LLPCombined Balance Sheets as of March 31, 2010 and 2009Combined Statements of Operations for the fiscal years ended
    March 31, 2010 and 2009Combined Statements of Stockholders Equity for the fiscal
    years ended March 31, 2010 and 2009Combined Statements of Cash Flows for the fiscal years ended
    March 31, 2010 and 2009Notes to Combined Financial Statements   Financial Statement Schedules.
   72




---



##### Table of Contents



Exhibit Listing.
  Form 10-K. Regulation S-K.
  SEC File or

ExhibitExhibit





Registration

or OtherNumber

Document Description

Report or Registration Statement

Number

Reference2
.1

Investment Agreement, dated as of October 4, 2006, by and among
    Toshiba, Toshiba Nuclear Energy Holdings Corporation (US) Inc.,
    a Delaware corporation (the US Company), The Shaw
    Group Inc. (the Company) and Nuclear Energy
    Holdings, L.L.C. (NEH)

Form 8-K
    filed on October 18, 2006

1-12227

2.012
.2

Investment Agreement, dated as of October 4, 2006, by and among
    Toshiba, Toshiba Nuclear Energy Holdings (UK) Limited, a company
    registered in England with registered number 5929672 (the
    UK Company), the Company and NEH

Form 8-K
    filed on October 18, 2006

1-12227

2.023
.1

Amendment to and Restatement of the Articles of Incorporation of
    the Company dated February 23, 2007

Form 10-K/A
    (Amendment No. 1) for the fiscal year ended
    August 31, 2006

1-12227

3.13
.2

Amended and Restated By-Laws of the Company dated as of January
    30, 2007

Form 10-K/A
    (Amendment No. 1) for the fiscal year ended
    August 31, 2006

1-12227

3.24
.1

Specimen Common Stock Certificate

Form 10-K
    for the fiscal year ended August 31, 2007

1-12227

4.14
.2

Rights Agreement, dated as of July 9, 2001, between the Company
    and First Union National Bank, as Rights Agent, including the
    Form of Articles of Amendment to the Restatement of the Articles
    of Incorporation of the Company as Exhibit A, the form of Rights
    Certificate as Exhibit B and the form of the Summary of Rights
    to Purchase Preferred Shares as Exhibit C (Exhibit A-1 and A-2)

Form 8-A
    filed on July 30, 2001

1-12227

99.14
.3

The Shaw Group Inc. hereby agrees to furnish copies of
    instruments defining the rights of holders of long-term debt of
    The Shaw Group Inc. and its consolidated subsidiaries to the
    Commission upon request.*10
.1

The Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the period February 28, 2009

1-12227

10.8*10
.2

Form of Section 16 Officer Restricted Stock Unit Award Agreement
    under The Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the period November 30, 2009

1-12227

10.66 73




---



##### Table of Contents



SEC File or

ExhibitExhibit





Registration

or OtherNumber

Document Description

Report or Registration Statement

Number

Reference*10
.3

Form of Employee Incentive Stock Option Award under The Shaw
    Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the period November 30, 2009

1-12227

10.67*10
.4

Form of Employee Nonqualified Stock Option Award Agreement under
    The Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the period November 30, 2009

1-12227

10.68*10
.5

Form of Employee Restricted Stock Unit Award Agreement under The
    Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the period November 30, 2009

1-12227

10.69*10
.6

Form of Canadian Employee Incentive Stock Option Agreement under
    The Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the period November 30, 2009

1-12227

10.70*10
.7

The Shaw Group Inc. Stone & Webster Acquisition Stock
    Option Plan

Form S-8
    filed on June 12, 2001

333-62856

4.6*10
.8

The Shaw Group Inc. 1993 Employee Stock Option Plan, amended and
    restated through October 8, 2001

Form 10-K
    for the fiscal year ended August 31, 2001

1-12227

10.1*10
.9

The Shaw Group Inc. 2005 Non-Employee Director Stock Incentive
    Plan, amended and restated through November 2, 2007

Form 10-Q
    for the quarter ended November 30, 2007

1-12227

10.5*10
.10

Written description of the Companys compensation policies
    and programs for non-employee directors

Proxy Statement for the 2009 Annual Meeting of Shareholders
    contained in The Shaw Group Inc.s Schedule 14A filed
    on December 24, 2008

1-12227*10
.11

Flexible Perquisites Program for certain executive officers

Form 8-K
    filed on November 1, 2004

1-12227*10
.12

Written description of the Companys incentive compensation
    policies programs for executive officers, including performance
    targets for fiscal year end 2009

Proxy Statement for the 2009 Annual Meeting of Shareholders
    contained in The Shaw Group Inc.s Schedule 14A filed
    on December 17, 2009

1-12227*10
.13

Amended and Restated Employment Agreement dated as of December
    31, 2008, by and between the Company and J.M. Bernhard, Jr.

Form 8-K
    filed on January 7, 2009

1-12227

10.1*10
.14

Amended and Restated Employment Agreement dated as of December
    22, 2008 by and between the Company and Gary P. Graphia

Form 8-K
    filed on December 24, 2008

1-12227

10.1*10
.15

Employee Indemnity Agreement dated as of July 12, 2007 between
    the Company and Brian K. Ferraioli

Form 10-K
    for the fiscal year ended August 31, 2007

1-12227

10.34*10
.16

Amended and Restated Employment Agreement dated as of December
    31, 2008 between the Company and Brian K. Ferraioli

Form 8-K
    filed on January 7, 2009

1-12227

10.2 74




---



##### Table of Contents



SEC File or

ExhibitExhibit





Registration

or OtherNumber

Document Description

Report or Registration Statement

Number

Reference*10
.17

Amended and Restated Employment Agreement dated as of December
    31, 2008 by and between the Company and George P. Bevan

Form 10-Q
    for the quarter ended February 28, 2009

1-12227

10.13*10
.18

Amendment to the Amended and Restated Employment Agreement dated
    December 31, 2008, by and between the Company and
    J.M. Bernhard, Jr

Form 10-Q
    for the quarter ended May 31, 2010

1-12227

10.48*10
.19

Employment Agreement of David L. Chapman, Sr. dated April 6, 2002

Form 8-K
    filed December 24, 2003

1-12227

99.1*10
.20

Amendment to Employment Agreement of David L. Chapman, Sr.,
    dated November 29, 2004 (with an effective date of April 1, 2005)

Form 8-K
    filed on January 12, 2005

1-12227

10.1*10
.21

Letter Agreement between the Company and David L. Chapman, Sr.
    dated as of March 12, 2008

Form 8-K
    filed on March 17, 2008

1-12227

10.1*10
.22

Offer Letter dated as of August 31, 2007, by and between the
    Company and Michael J. Kershaw

Form 8-K
    filed on December 21, 2007

1-12227

10.1*10
.23

Amended and Restated Employment Agreement dated as of December
    31, 2008 by and between the Company and Lou Pucher

Form 10-Q
    for the quarter ended February 28, 2009

1-12227

10.16*10
.24

Second Amended and Restated Employment Agreement dated as of
    July 22, 2010 by and between the Company and John Donofrio*10
.25

The Shaw Group Inc. 401(k) Plan

Form S-8
    filed on May 4, 2004

333-115155

4.6*10
.26

The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees

Form S-8
    filed on May 4, 2004

333-115155

4.6*10
.27

The Shaw Group Deferred Compensation Plan

Form 10-Q
    for the quarter ended February 28, 2009

1-12227

10.10*10
.28

The Shaw Group Deferred Compensation Plan Form of Adoption

Form 10-Q
    for the quarter ended February 28, 2009

1-12227

10.11*10
.29

Trust Agreement, dated as of January 2, 2007 by and between the
    Company and Fidelity Management Trust Company for The Shaw Group
    Deferred Compensation Plan Trust

Form 10-Q
    for the quarter ended February 28, 2007

1-12227

10.610
.30

Asset Purchase Agreement, dated as of July 14, 2000, among Stone
    & Webster, Incorporated, certain subsidiaries of Stone
    & Webster, Incorporated and the Company

Form 8-K
    filed on July 28, 2000

1-12227

2.1 75




---



##### Table of Contents



SEC File or

ExhibitExhibit





Registration

or OtherNumber

Document Description

Report or Registration Statement

Number

Reference10
.31

Composite Asset Purchase Agreement, dated as of January 23,
    2002, by and among the Company, The IT Group, Inc. and certain
    subsidiaries of The IT Group, Inc., including the following
    amendments:(i) Amendment No. 1, dated January 24, 2002, to Asset
    Purchase Agreement, (ii) Amendment No. 2, dated January 29,
    2002, to Asset Purchase Agreement, and (iii) a letter agreement
    amending Section 8.04(a)(ii) of the Asset Purchase Agreement,
    dated as of April 30, 2002, between The IT Group, Inc. and the
    Company

Form 8-K
    filed on May 16, 2002

1-12227

2.110
.32

Amendment No. 3, dated May 2, 2002, to Asset Purchase Agreement
    by and among the Company, The IT Group, Inc. and certain
    subsidiaries of The IT Group, Inc.

Form 8-K
    filed on May 16, 2002

1-12227

2.210
.33

Amendment No. 4, dated May 3, 2002, to Asset Purchase Agreement
    by and among the Company, The IT Group, Inc. and certain
    subsidiaries of the IT Group, Inc.

Form 8-K
    filed on May 16, 2002

1-12227

2.310
.34

Put Option Agreement, dated as of October 13, 2006, between NEH
    and Toshiba related to shares in the US acquisition company

Form 8-K
    filed on October 18, 2006

1-12227

10.210
.35

Put Option Agreement, dated as of October 13, 2006, between NEH
    and Toshiba related to shares in the UK acquisition company

Form 8-K
    filed on October 18, 2006

1-12227

10.310
.36

Shareholders Agreement, dated as of October 4, 2006, by and
    among Toshiba, Toshiba Nuclear Energy Holdings (US) Inc. the US
    Company, NEH, TSB Nuclear Energy Investment US Inc., a Delaware
    corporation and a wholly owned subsidiary of Toshiba and
    Ishikawajima-Harima Heavy Industries Co., Ltd., a corporation
    organized under the laws of Japan (IHI)

Form 8-K
    filed on October 18, 2006

1-12227

10.410
.37

Shareholders Agreement, dated as of October 4, 2006, by and
    among Toshiba, Toshiba Nuclear Energy Holdings (UK) Inc., the UK
    Company, NEH, IHI and TSB Nuclear Energy Investment UK Limited,
    a company registered in England with registered number 5929658

Form 8-K
    filed on October 18, 2006

1-12227

10.5 76




---



##### Table of Contents



SEC File or

ExhibitExhibit





Registration

or OtherNumber

Document Description

Report or Registration Statement

Number

Reference10
.38

Bond Trust Deed, dated October 13, 2006, between NEH and The
    Bank of New York, as trustee

Form 8-K
    filed on October 18, 2006

1-12227

10.610
.39

Parent Pledge Agreement, dated October 13, 2006, between the
    Company and The Bank of New York

Form 8-K
    filed on October 18, 2006

1-12227

10.710
.40

Issuer Pledge Agreement, dated October 13, 2006, between NEH and
    The Bank of New York

Form 8-K
    filed on October 18, 2006

1-12227

10.810
.41

Deed of Charge, dated October 13, 2006, among NEH, The Bank of
    New York, as trustee, and Morgan Stanley Capital Services Inc.,
    as swap counterparty

Form 8-K
    filed on October 18, 2006

1-12227

10.910
.42

Transferable Irrevocable Direct Pay Letter of Credit (Principal
    Letter of Credit) effective October 13, 2006 of Bank of America
    in favor of NEH

Form 8-K
    filed on October 18, 2006

1-12227

10.1010
.43

Transferable Irrevocable Direct Pay Letter of Credit (Interest
    Letter of Credit) effective October 13, 2006 of Bank of America
    in favor of NEH

Form 8-K
    filed on October 18, 2006

1-12227

10.1110
.44

Reimbursement Agreement dated as of October 13, 2006, between
    the Company and Toshiba

Form 8-K
    filed on October 18, 2006

1-12227

10.1210
.45

Amended and Restated Credit Agreement, dated as of September 24,
    2009, among the Company, as borrower; the Companys
    subsidiaries signatories thereto, as guarantors; BNP Paribas, as
    administrative agent; and the other agents lenders signatory
    thereto.

Form 8-K
    filed on September 25, 2009

1-12227

10.1*10
.46

Form of Nonemployee Director Nonqualified Stock Option Award
    Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the quarter ended February 28, 2010

1-12227

10.46*10
.47

Form of Nonemployee Director Restricted Stock Unit Award
    Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

Form 10-Q
    for the quarter ended February 28, 2010

1-12227

10.4714
.1

The Shaw Group Inc. Code of Corporate Conduct dated June 2006

Form 10-K
    for the fiscal year ended August 31, 2007

1-12227

14.114
.2

The Shaw Group Inc. Code of Ethics for Chief Executive Officer
    and Senior Financial Officers (adopted as of December 16, 2003)

Form 10-K
    for the fiscal year ended August 31, 2007

1-12227

14.2 77




---



##### Table of Contents



SEC File or

ExhibitExhibit





Registration

or OtherNumber

Document Description

Report or Registration Statement

Number

Reference14
.3

The Shaw Group Inc. Insider Trading Policy dated June 2006

Form 10-K
    for the fiscal year ended August 31, 2007

1-12227

14.321
.1

Subsidiaries of The Shaw Group Inc.23
.1

Consent of KPMG LLP, independent registered public accounting
    firm of The Shaw Group Inc.23
.1

Consent of Ernst & Young LLP, independent registered public
    accounting firm of Toshiba Nuclear Energy Holdings (US), Inc.
    and Toshiba Nuclear Energy Holdings (UK) Ltd.31
.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200231
.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200232
.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

Certification pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002  78




---



##### Table of Contents



SIGNATURES
      J.
    M. Bernhard, Jr.
         Signature

Title

Date/s/  J.
    M. Bernhard, Jr.J.
    M. Bernhard, Jr.

Chairman of the Board, President and Chief Executive Officer and
    Director (Principal Executive Officer)

October 28, 2010/s/  Brian
    K. FerraioliBrian
    K. Ferraioli

Chief Financial Officer
    (Principal Financial Officer)

October 28, 2010/s/  Michael
    J. KershawMichael
    J. Kershaw

Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

October 28, 2010/s/  Albert
    D. McAlisterAlbert
    D. McAlister

Director

October 28, 2010/s/  David
    W. HoyleDavid
    W. Hoyle

Director

October 28, 2010/s/  James
    F. BarkerJames
    F. Barker

Director

October 28, 2010/s/  Daniel
    A. HofflerDaniel
    A. Hoffler

Director

October 28, 2010/s/  Michael
    J. MancusoMichael
    J. Mancuso

Director

October 28, 2010/s/  Thomas
    E. CappsThomas
    E. Capps

Director

October 28, 2010/s/  Stephen
    R. TritchStephen
    R. Tritch

Director

October 28, 2010  79




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 Reports of Independent Registered Public Accounting Firm: Report on Internal Control over
    Financial Reporting as of August 31, 2010  KPMG
    LLP


F-2 Report on the 2010, 2009 and 2008
    Consolidated Financial Statements  KPMG LLP


F-3Consolidated Statements of Operations for the
    Fiscal Years Ended August 31, 2010, 2009, and 2008


F-4Consolidated Balance Sheets as of August 31,
    2010 and 2009


F-5Consolidated Statements of Shareholders
    Equity for the Fiscal Years Ended August 31, 2010, 2009 and
    2008


F-6Consolidated Statements of Cash Flows for the
    Fiscal Years Ended August 31, 2010, 2009, and 2008


F-7Notes to Consolidated Financial Statements


F-8INDEX TO COMBINED FINANCIAL STATEMENTS OF TOSHIBA NUCLEAR
    ENERGY
    HOLDINGS (US), INC. AND TOSHIBA NUCLEAR ENERGY HOLDINGS (UK)
    LTD.Reports of Independent Registered Public
    Accounting Firm


F-69Combined Financial StatementsCombined Balance Sheets


F-70Combined Statements of Operations and
    Comprehensive (Loss) Income


F-71Combined Statements of Stockholders
    Equity


F-72Combined Statements of Cash Flows


F-73Notes to Combined Financial Statements


F-74   F-1




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Internal Control 
    Integrated Framework Form 10-K.
        Internal Control  Integrated Framework
    KPMG
    LLP
    F-2




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  KPMG
    LLP
    F-3




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONSFor the Years Ended August 31, 2010,
    2009 and 2008
    (In thousands, except per share amounts) 2010


2009


2008Revenues

$
7,000,779


$
7,279,690


$
6,998,011Cost of revenues


6,414,826



6,672,260



6,411,978Gross profit


585,953



607,430



586,033Selling, general, and administrative expenses


288,014



308,683



276,328Operating income


297,939



298,747



309,705Interest expense


(5,754
)


(4,919
)


(8,595
)Interest expense on Japanese Yen-denominated bonds including
    accretion and amortization


(38,121
)


(68,676
)


(37,351
)Interest income


13,717



10,028



20,936Foreign currency translation losses on Japanese Yen-denominated
    bonds, net


(131,584
)


(198,077
)


(69,652
)Other foreign currency transaction gains, net


3,320



1,002



6,627Other income (expense), net


8,313



(5,516
)


(1,180
)Income before income taxes and earnings (losses) from
    unconsolidated entities


147,830



32,589



220,490Provision for income taxes


44,008



11,880



71,384Income before earnings from unconsolidated entities


103,822



20,709



149,106Income from 20% Investment in Westinghouse, net of income taxes


6,986



9,240



15,026Earnings from unconsolidated entities, net of income taxes


91



1,779



2,655Net income


110,899



31,728



166,787Less: Net income attributable to noncontrolling interests


18,185



16,733



26,070Net income attributable to Shaw

$
92,714


$
14,995


$
140,717Net income attributable to Shaw per common share:Basic

$
1.10


$
0.18


$
1.71Diluted

$
1.08


$
0.18


$
1.67Weighted average shares outstanding:Basic


84,041



83,244



82,063Diluted


85,834



84,411



84,152    F-4




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETSAs of August 31, 2010 and 2009
    (In thousands, except share amounts) 2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
912,736


$
1,029,138Restricted and escrowed cash and cash equivalents


33,926



81,925Short-term investments


551,960



342,219Restricted short-term investments


321,056



80,000Accounts receivable, including retainage, net


833,574



815,862Inventories


228,891



262,284Costs and estimated earnings in excess of billings on
    uncompleted contracts, including claims


637,651



599,741Deferred income taxes


319,712



270,851Investment in Westinghouse


967,916



1,008,442Prepaid expenses and other current assets


64,468



62,786Total current assets


4,871,890



4,553,248Investments in and advances to unconsolidated entities, joint
    ventures, and limited partnerships


11,656



21,295Property and equipment, at cost


777,739



636,402Less accumulated depreciation


(293,098
)


(250,796
)Property and equipment, net


484,641



385,606Goodwill


499,495



501,305Intangible assets


18,040



20,957Deferred income taxes


14,925



Other assets


95,622



74,763Total assets

$
5,996,269


$
5,557,174LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
878,984


$
859,753Accrued salaries, wages and benefits


149,010



175,750Other accrued liabilities


194,077



187,020Advanced billings and billings in excess of costs and estimated
    earnings on uncompleted contracts


1,468,432



1,308,325Japanese Yen-denominated bonds secured by Investment in
    Westinghouse


1,520,674



1,387,954Interest rate swap contract on Japanese Yen-denominated bonds


33,242



31,369Short-term debt and current maturities of long-term debt


4,479



15,399Total current liabilities


4,248,898



3,965,570Long-term debt, less current maturities


979



7,627Deferred income taxes


59,282



26,152Other liabilities


99,829



109,835Total liabilities


4,408,988



4,109,184Contingencies and commitments (Note 14)Shaw shareholders equity:Preferred stock, no par value, 20,000,000 shares
    authorized; no shares issued and outstanding






Common stock, no par value, 200,000,000 shares authorized;
    90,669,011 and 89,316,057 shares issued, respectively; and
    84,913,062 and 83,606,808 shares outstanding, respectively


1,283,890



1,237,727Retained earnings


516,365



423,651Accumulated other comprehensive loss


(142,645
)


(121,966
)Treasury stock, 5,755,949 and 5,709,249 shares, respectively


(117,453
)


(116,113
)Total Shaw shareholders equity


1,540,157



1,423,299Noncontrolling interests


47,124



24,691Total equity


1,587,281



1,447,990Total liabilities and equity

$
5,996,269


$
5,557,174    F-5




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY(In thousands, except share
    amounts) AccumulatedCommon








Treasury


OtherStock


Treasury


Common


Stock


Comprehensive


Retained





Noncontrolling


TotalShares


Stock Shares


Stock Amount


Amount


Income (Loss)


Earnings


Total Shaw Equity


Equity


EquityBalance, September 1, 2007


86,711,957



(5,514,484
)

$
1,104,633


$
(105,048
)

$
(17,073
)

$
273,602


$
1,256,114


$
18,825


$
1,274,939Net income






















140,717



140,717



26,070



166,787FIN 48 adjustment






















(4,943
)


(4,943
)






(4,943
)Other comprehensive income:Foreign currency translation adjustments


















6,837







6,837







6,837Change in unrealized net gains (losses) on hedging activities,
    net of tax of $775


















(1,360
)






(1,360
)






(1,360
)Equity in Westinghouses pre-tax other comprehensive
    income, net of Shaws tax of $4,206


















6,467







6,467







6,467Pension liability, not yet recognized in net periodic pension
    expense, net of tax benefit of $736


















(4,480
)






(4,480
)






(4,480
)Comprehensive income


























143,238



26,070



169,308Exercise of options


2,492,602







41,816















41,816







41,816Tax benefits from stock based compensation










37,464















37,464







37,464Stock-based compensation


(8,658
)


(145,976
)


21,001



(9,903
)










11,098







11,098Contributions to noncontrolling interests






























1,050



1,050Distributions to noncontrolling interests






























(16,863
)


(16,863
)Balance, August 31, 2008


89,195,901



(5,660,460
)

$
1,204,914


$
(114,951
)

$
(9,609
)

$
409,376


$
1,489,730


$
29,082


$
1,518,812Net income






















14,995



14,995



16,733



31,728Other comprehensive income (loss):Foreign currency translation adjustments


















(10,339
)






(10,339
)






(10,339
)Change in unrealized net gains (losses) on hedging activities,
    net of tax benefit of $8,711


















(13,857
)






(13,857
)






(13,857
)Equity in Westinghouses pre-tax other comprehensive
    income, net of Shaws tax benefit of $50,744


















(80,717
)






(80,717
)






(80,717
)Pension liability, not yet recognized in net periodic pension
    expense, net of tax benefit of $6,422


















(7,444
)






(7,444
)






(7,444
)Comprehensive income (loss)


























(97,362
)


16,733



(80,629
)Adjustment for Westinghouses cumulative effect upon
    initial adoption of SFAS 158 (codified in ASC 715),
    net of tax benefit of $462






















(720
)


(720
)






(720
)Exercise of options


76,828







1,233















1,233







1,233Shares exchanged for taxes on stock based compensation


(13,106
)


(48,789
)


(315
)


(1,162
)










(1,477
)






(1,477
)Tax benefits from stock based compensation










(1,472
)














(1,472
)






(1,472
)Stock-based compensation


56,434







33,367















33,367







33,367Contributions to noncontrolling interests


































Distributions to noncontrolling interests






























(21,124
)


(21,124
)Balance, August 31, 2009


89,316,057



(5,709,249
)

$
1,237,727


$
(116,113
)

$
(121,966
)

$
423,651


$
1,423,299


$
24,691


$
1,447,990Net income






















92,714



92,714



18,185



110,899Other comprehensive income (loss):Foreign currency translation adjustments


















(5,610
)






(5,610
)






(5,610
)Change in unrealized net gains (losses) on hedging activities,
    net of tax of $729


















(1,144
)






(1,144
)






(1,144
)Equity in Westinghouses pre-tax other comprehensive
    income, net of Shaws tax of $7,411


















(11,640
)






(11,640
)






(11,640
)Pension liability, not yet recognized in net periodic pension
    expense, net of tax of $2,258


















(2,831
)






(2,831
)






(2,831
)Unrealized loss on securities, net of tax of $348


















546







546







546Comprehensive income


























72,035



18,185



90,220Exercise of options


784,124







16,226















16,226







16,226Shares exchanged for taxes on stock based compensation


(225,018
)


(46,700
)


(6,576
)


(1,340
)










(7,916
)






(7,916
)Tax benefits from stock based compensation










1,590















1,590







1,590Stock-based compensation


793,848







34,923















34,923







34,923Acquisition of noncontrolling interests






























10,030



10,030Contributions to noncontrolling interests














 --















8,975



8,975Distributions to noncontrolling interests






























(14,757
)


(14,757
)Balance, August 31, 2010


90,669,011



(5,755,949
)

$
1,283,890


$
(117,453
)

$
(142,645
)

$
516,365


$
1,540,157



47,124


$
1,587,281    F-6




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWSFor the Years Ended August 31, 2010,
    2009 and 2008
    (In thousands) 2010


2009


2008Cash flows from operating activities:Net income (loss)

$
110,899


$
31,728


$
166,787Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


62,787



55,534



47,266Provision for (benefit from) deferred income taxes


(14,507
)


(78,906
)


(7,231
)Stock-based compensation expense


34,923



33,367



21,001Earnings from unconsolidated entities, net of taxes


(7,077
)


(11,019
)


(18,276
)Distributions from unconsolidated entities


24,678



29,972



16,927Foreign currency transaction losses, net


128,264



197,075



63,025Impairment of investments in unconsolidated entities










1,686Impairment of fixed assets and goodwill


421



5,806



3,733Amortization of original issue discount and deferred offering
    costs on Westinghouse Bonds






34,991



6,814Other noncash Items


12,976



5,676



(4,239
)Changes in assets and liabilities, net of effects of
    acquisitions and consolidation of variable interest entities:(Increase) decrease in receivables


(30,231
)


(188,648
)


93,740(Increase) decrease in costs and estimated earnings in excess of
    billings on uncompleted contracts, including claims


(31,643
)


(136,090
)


(96,647
)(Increase) in inventories


33,355



(20,996
)


(56,986
)(Increase) decrease in other current assets


(13,885
)


3,113



(4,085
)Increase in accounts payable


22,751



129,446



183,462Increase (decrease) in accrued liabilities


(40,630
)


54,072



8,756Increase in advanced billings and billings in excess of costs
    and estimated earnings on uncompleted contracts


166,104



570,926



182,394Net change in other assets and liabilities


7,395



21,929



32,611Net cash provided by operating activities


466,580



737,976



640,738Cash flows from investing activities:Purchases of property and equipment


(194,382
)


(132,216
)


(129,166
)Proceeds from sale of businesses and assets, net of cash
    surrendered


24,297



25,816



24,022Sales of restricted short-term investments


90,609







Purchases of variable interest entity debt


(19,915
)






Investment in, advances to, and return of capital from
    unconsolidated entities and joint ventures


15,197



(3,670
)


(2,927
)Cash withdrawn from restricted and escrowed cash


156,409



247,556



180,874Cash deposited into restricted and escrowed cash


(105,350
)


(320,294
)


(169,618
)Purchases of short-term investments


(1,117,553
)


(342,219
)


Proceeds from sale and redemption of short-term investments


899,835







Purchases of restricted short-term investments


(307,483
)


(80,000
)


Net cash used in investing activities


(558,336
)


(605,027
)


(96,815
)Cash flows from financing activities:Purchase of treasury stock


(1,340
)


(1,162
)


(9,903
)Repayment of debt and capital leases


(24,343
)


(10,856
)


(7,527
)Repayment of deferred financing costs


(9,721
)






(1,815
)Issuance of common stock


16,226



1,233



41,816Excess tax benefits from exercise of stock options and vesting
    of restricted stock


1,934



1,459



36,879Contributions received from noncontrolling interest


8,975







1,050Distributions paid to noncontrolling interest


(14,757
)


(21,124
)


(16,863
)Proceeds from revolving credit agreements










16,596Repayments of revolving credit agreements










(16,832
)Net cash provided by (used in) financing activities


(23,026
)


(30,450
)


43,401Effects of foreign exchange rate changes on cash


(1,620
)


(1,117
)


(927
)Net change in cash and cash equivalents


(116,402
)


101,382



586,397Cash and cash equivalents  beginning of year


1,029,138



927,756



341,359Cash and cash equivalents  end of year

$
912,736


$
1,029,138


$
927,756    F-7




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    Description
    of Business and Summary of Significant Accounting
    Policies    Form 10-K.
  Basis
    of Presentation and Preparation
      
    contract revenues, costs and profits, and the application of
    percentage-of-completion
    method of accounting;
    provisions for uncollectible receivables and client claims and
    recoveries of costs from subcontractors, vendors, and others;
    recoverability of inventories and application of lower of cost
    or market accounting;
    provisions for income taxes and related valuation allowances and
    tax uncertainties;
    recoverability of goodwill;
    recoverability of other intangibles and long-lived assets and
    related estimated lives;
    recoverability of equity method investments;
    valuation of defined benefit pension plans;
    accruals for estimated liabilities, including litigation and
    insurance accruals;
    consolidation of variable interest entities; and
    valuation of stock-based compensation.     F-8




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nature
    of Operations and Types of Contracts
  mark-up mark-up agreed-upon
    
    Cost-plus contract A contract under which we
    are reimbursed for allowable or otherwise defined costs incurred
    plus a fee or
    mark-up. The
    contracts may also include incentives for various performance
    criteria, including quality, timeliness, ingenuity, safety, and
    cost-effectiveness. In addition, our costs are generally subject
    to review by our clients and regulatory audit agencies, and such
    reviews could result in costs being disputed as non-reimbursable
    under the terms of the contract.
    Target-price contract A contract under which
    we are reimbursed for costs plus a fee consisting of two parts:
    (1) a fixed amount, which does not vary with performance,
    but may be at risk when a target price is exceeded; and
    (2) an award amount based on the performance and
    cost-effectiveness of the project. As a result, we are generally
    able to recover cost overruns on these contracts from actual
    damages for late delivery or the failure to meet certain
    performance criteria. Target-price contracts also generally
    provide for sharing of costs in excess of or savings for costs
    less than the target. In some contracts, we may agree to share
    cost overruns in excess of our fee, which could result in a loss
    on the project.    
    Firm fixed-price contract May include
    contracts in which the price is not subject to any cost or
    performance adjustments and contracts where certain risks are
    shared with clients such as labor costs or commodity pricing
    changes. As a result, we may benefit or be penalized for cost
    variations from our original estimates. However, these contract
    prices may be adjusted for changes in scope of work, new or
    changing laws and regulations, and other events negotiated.
    Maximum price contract A contract that
    provides at the outset for an initial target cost, an initial
    target profit, and a price ceiling. The price is subject to cost
    adjustments incurred, but the adjustment would generally not
    exceed the price ceiling established in the contract. In
    addition, these contracts usually include provisions whereby we
    share cost savings with our clients.
    Unit-price contract A contract under which we
    are paid a specified amount for every unit of work performed. A
    unit-price contract is essentially a firm fixed-price contract
    with the only variable being the number of units of work
    performed. Variations in unit-price contracts include the same
    type of F-9




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investment
    in Westinghouse
    Cash
    and Cash Equivalents
    Marketable
    Securities
  available-for-sale.
    Available-for-sale available-for-sale other-than-temporary, other-than-temporary other-than-temporary
  Accounts
    Receivable
     F-10




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Costs
    and Estimated Earnings in Excess of Billings on Uncompleted
    Contracts, Including Claims, and Advanced Billings and Billings
    in Excess of Costs and Estimated Earnings on Uncompleted
    Contracts
  percentage-of-completion percentage-of-completion
  Inventories
  first-in,
  Property
    and Equipment
      Transportation equipment


3-15 YearsFurniture, fixtures and software


2-5 YearsMachinery and equipment


4-18 YearsBuildings and improvements


2-40 Years   Investments
  other-than-temporary
 F-11




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    other-than-temporary
  Long-Lived
    Assets
    Goodwill
       F-12




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets
    Assets
    of Deferred Compensation Plans
    Revenue
    and Profit/Loss Recognition on Long-Term Construction Accounting
    Including Claims, Unapproved Change Orders and
    Incentives
  percentage-of-completion ASC 605-35,
  Percentage of Completion percentage-of-completion percentage-of-completion percentage-of-completion
    Unapproved Change Orders and
    Claims
 F-13




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Revenue
    Recognition  Contract Segmenting
  percentage-of-completion
  Other
    Revenue Recognition and Profit and Loss Estimates
  percentage-of-completion
  paid-up paid-up percentage-of-completion percentage-of-completion
 F-14




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    paid-up
    Accounting
    for Governmental Contracts
      Cost
    Estimates
   F-15




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selling,
    General, and Administrative Expenses
    Derivative
    Instruments and Hedging Activities
    and/or
  Other
    Comprehensive Income
    Foreign
    Currency Translation
      Insurance
    Programs
   F-16




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Financing Costs
    Share-Based
    Compensation
      Income
    Taxes
   F-17




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Contingencies
    and Commitments
  and/or
  LandBank
    Assets
    Fair
    Value of Financial Instruments
    Recently
    Adopted Accounting Guidance
  tm
     F-18




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009-05, 2009-05, 2009-05
        Form 10-K.
    2010-02, 2010-02, 810-10 2010-02 2010-02 810-10) 2010-02
 F-19




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-01, 2010-01, 2010-01 2010-01
  2010-06, 2010-06, Form 10-K.
  Recent
    Accounting Guidance Not Yet Adopted
  2009-13, ASU 2009-13 2009-13, 2009-13
  2009-17. 2009-17 2009-17 2009-17 2009-17
  Reclassifications
    Note 2 
    Cash,
    Cash Equivalents and Short-term Investments         F-20




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance Sheet ClassificationCost


Unrealized


Unrealized


Recorded


Cash and


Short-termBasis


Gain


(Loss)


Basis


Cash Equivalents


InvestmentsCash

$
401,277


$



$



$
401,277


$
401,277


$
Money market mutual funds


509,781











509,781



509,781



Certificates of deposit


325,668











325,668



1,678



323,990Available-for-sale
    debt securities:Bond mutual funds


75,236



738







75,974







75,974Foreign government and foreign government guaranteed securities


42,570



217







42,787







42,787Corporate notes and bonds


109,270



320



(381
)


109,209







109,209Total

$
1,463,802


$
1,275


$
(381
)

$
1,464,696


$
912,736


$
551,960     Balance Sheet ClassificationCost


Unrealized


Unrealized


Recorded


Cash and Cash


Short-termBasis


Gain


(Loss)


Basis


Equivalents


InvestmentsCash and cash equivalents

$
1,029,138


$



$



$
1,029,138


$
1,029,138


$
Time deposits


342,219











342,219







342,219Total

$
1,371,357


$



$



$
1,371,357


$
1,029,138


$
342,219   available-for-sale
  Proceeds

$
447,707Realized gains

$
2,372Realized losses

$
(362
)  F-21




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    other-than-temporary, other-than-temporary, other-than-temporary
    Less than 12 MonthsFair


UnrealizedValue


LossAvailable-for-sale:Foreign government guaranteed securities

$



$
Corporate notes and bonds


12,186



(307
)$
12,186


$
(307
)   available-for-sale
  Cost


EstimatedBasis


Fair ValueDue in one year or less

$
53,729


$
53,852Due in one to two years


98,110



98,144$
151,839


$
151,996     Note 3 
    Restricted
    and Escrowed Cash and Equivalents and Restricted Short-term
    Investments    Balance Sheet ClassificationHolding


Restricted and


RestrictedRecorded


Period


Escrowed Cash and


Short-termBasis


(Loss)


Cash Equivalents


InvestmentsCash

$
7,769


$



$
7,769


$
Money market mutual funds


26,157







26,157



Certificates of deposit


296,874











296,874Trading securities:Stock and bond mutual funds


6,156



101







6,156U.S. government and agency securities


4,350



(127
)






4,350Corporate notes and bonds


13,676



(304
)






13,676Total

$
354,982


$
(330
)

$
33,926


$
321,056  F-22




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance Sheet ClassificationHolding


Restricted and


RestrictedRecorded


Period


Escrowed Cash and


Short-termBasis


(Loss)


Cash Equivalents


InvestmentsCash

$
81,925


$



$
81,925


$
Certificates of deposit


80,000











80,000Total

$
161,925


$



$
81,925


$
80,000     August 31, 2010


August 31, 2009Contractually required by projects

$
6,232


$
23,111Voluntarily used to secure letters of credit


296,873



138,085Secure contingent obligations in lieu of letters of credit


23,353



Assets held in trust and other


28,524



729$
354,982


$
161,925     Note 4 
    Fair
    Value Measurements      Level 1:
  Level 2:
  Level 3:
 F-23




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assets
    and Liabilities Measured at Fair Value on a Recurring
    Basis
    Fair


Fair Value Measurements UsingValue


(Level 1)


(Level 2)


(Level 3)Assets:Short-term and Restricted Short-term InvestmentsCertificates of deposit

$
620,864


$



$
620,864


$
Stock and bond mutual funds


82,130



82,130







U.S. government and agency securities


4,350







4,350



Foreign government and foreign government guaranteed securities


42,787







42,787



Corporate notes and bonds


122,885







122,885



Total

$
873,016


$
82,130


$
790,886


$
Liabilities:Interest rate swap contract

$
33,242


$



$
33,242


$
Derivatives Not Designated as Hedging Instruments:Other Current AssetsForeign currency forward assets

$
2,669


$



$
2,669


$
Other Accrued LiabilitiesForeign currency forward liabilities

$
174


$



$
174


$
     
    Corporate bonds and U.S. government bonds: Valued at quoted
    prices in markets that are not active, broker dealer quotations,
    or other methods by which all significant inputs are observable,
    either directly or indirectly.
    Foreign government and foreign government guaranteed securities:
    Valued at quoted prices in markets that are not active, broker
    dealer quotations, or other methods by which all significant
    inputs are observable, either directly or indirectly.
    Stock and bond mutual funds: Valued at the net asset value of
    shares held at year end as quoted in the active market.     F-24




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Assets
    and Liabilities Measured at Fair Value on a Nonrecurring
    Basis
    Effects
    of Derivative Instruments on Income and Other Comprehensive
    Income
    Location of Gain (Loss) Recognized

August 31,in Income on Derivatives

2010


2009Derivatives Designated as Hedging Instruments:Interest rate swap contract

Other Comprehensive Income (Loss)

$
(1.1
)

$
(13.9
)Derivatives Not Designated as Hedging Instruments:Foreign currency forward contracts

Other foreign currency transactions gains (losses), net

$
2.8


$
(2.7
)   Note 5 
    Accounts Receivable, Concentrations of Credit Risk, and
    Inventories
  Accounts
    Receivable
    August 31,2010


2009Trade accounts receivable, net

$
654,725


$
671,324Unbilled accounts receivable


16,184



11,382Retainage


162,665



133,156Total accounts receivable, net

$
833,574


$
815,862  F-25




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Beginning balance, September 1

$
28,269


$
27,391Provision


15,668



25,355Write offs


(21,061
)


(22,128
)Other


(1,102
)


(2,349
)Ending balance, August 31

$
21,774


$
28,269       Concentrations
    of Credit
      Inventories
    August 31,2010


2009Weighted








WeightedAverage


FIFO


Total


Average


FIFO


TotalRaw materials

$
15,497


$
92,329


$
107,826


$
13,940


$
110,469


$
124,409Work in process


2,030



28,472



30,502



2,778



40,923



43,701Finished goods


90,563







90,563



94,174







94,174$
108,090


$
120,801


$
228,891


$
110,892


$
151,392


$
262,284  F-26




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Property
    and Equipment:    August 31,2010


2009Transportation equipment

$
10,899


$
20,977Furniture, fixtures, and software


162,446



146,905Machinery and equipment


263,759



219,753Buildings and improvements


233,353



151,708Assets acquired under capital leases


3,612



5,651Land


14,269



12,404Construction in progress


89,401



79,004777,739



636,402Less: accumulated depreciation


(293,098
)


(250,796
)Property and equipment, net

$
484,641


$
385,606         Note 7 
    Equity
    Method Investments       F-27




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        pre-determined
   F-28




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      JPY-denominated
       F-29




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance Sheets

June 30, 2010

June 30, 2009Current assets

$
2,588,236


$
2,318,455Noncurrent assets


6,150,264



6,059,812Current liabilities


2,460,723



2,072,395Noncurrent liabilities


1,146,392



1,148,347Noncontrolling interest


133,187



85,324   July 1, 2009

July 1, 2008

July 1, 2007Statements of Operations

to June 30, 2010

to June 30, 2009

to June 30, 2008Revenues

$
4,202,881


$
3,525,889


$
2,911,399Gross profit


894,677



743,996



712,426Income from continuing operations before income taxes


145,070



108,930



153,098Net income attributable to shareholders


78,257



57,441



123,351     At August 31,Balance Sheets

2010

2009Current assets

$
31,818


$
35,603Noncurrent assets


10,849



42,255Current liabilities


15,715



38,659Noncurrent liabilities


8,132



6,528   For the Year ended August 31,Statements of Operations

2010

2009

2008Revenues

$
62,939


$
116,868


$
260,022Gross profit


6,078



21,600



39,301Income (loss) from continuing operations before income taxes


(20
)


(696
)


(711
)Net income (loss)


(11
)


(1,147
)


(825
)  F-30




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Ownership


At August 31,Percentage


2010


2009Investment in Westinghouse


20%


$
967,916


$
1,008,442Other


23% - 50%



11,656



21,295Total investments in and advances to unconsolidated entities,
    joint ventures, and limited partnerships





$
979,572


$
1,029,737     For the Year Ended August 31,2010


2009


2008Investment in Westinghouse, net of income taxes of $8,666,
    $2,249, and $9,644, respectively

$
6,986


$
9,240


$
15,026Other unconsolidated entities, net of income taxes of $406,
    $1,118, and $1,707, respectively


91



1,779



2,655Total earnings (losses) from unconsolidated entities, net income
    of taxes

$
7,077


$
11,019


$
17,681     Variable
    Interest Entities
        Consolidated
    VIEs
  
    In November 1993, Shaw-Nass Middle East, W.L.L. (Shaw-Nass) was
    created to support the fabrication and distribution of pipe in
    the Middle East and is located in Bahrain. We acquired a 49%
    equity interest in the joint venture, and have made advances to
    the entity and have issued interest bearing loans to fund
    working capital and to finance certain equipment purchases. This
    entity which is included in our Fabrication &
    Manufacturing (F&M) segment had total assets of
    approximately $32.0 million and total liabilities of
    $3.9 million at August 31, 2010. The creditors of
    Shaw-Nass, which are currently limited to vendors and suppliers,
    do not have recourse to our general credit. Our maximum exposure
    to loss is limited to our equity interest of $13.9 million
    at August 31, 2010. F-31




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    In April 2003, our subsidiary, Badger Technologies Holdings
    L.L.C. (Badger) contributed the right to license certain
    technology to acquire a 50% equity interest in a joint venture,
    Badger Licensing. Creditors of Badger Licensing, which are
    currently limited to vendors and suppliers, do not have recourse
    to our general credit. Our maximum exposure to loss is limited
    to our equity interest and outstanding advances and loans to
    LLC. This entity had total assets and liabilities of
    $15.3 million and $5.6 million at August 31,
    2010, respectively and is included in our E&C segment. The
    creditors of the entity, which are currently limited to vendors
    and suppliers, do not have recourse to our general credit. Our
    exposure to losses is limited to our equity interest of
    $4.8 million at August 31, 2010 and certain costs
    incurred on behalf of the joint ventures operations we
    have agreed to absorb. Until April 1, 2010, we have agreed
    to absorb approximately $3.6 million annual of the joint
    ventures costs. After April 1, 2010, these costs will
    begin to be absorbed by both members and will be shared equally
    as of January 1, 2011. We also have a funding commitment of
    up to $10.0 million for any third-party claim that Badger
    does not have the surplus cash to cover.
    In October 2006, NEH was created to issue the Westinghouse bonds
    and hold our 20% equity interest in Westinghouse.  Related
    Party Transactions
    PrivatizationEntities


Other(1)Revenue from unconsolidated entities for years ended2010

$



$
7,6512009


782



3,7462008


38,893



10,738Accounts and other receivables from unconsolidated entities at
    August 31,2010

$



$
4,2652009






3,534Advances to unconsolidated entities at August 31,2010

$



$
92009






     (1)
    
    includes activity with Westinghouse   F-32




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8 
    Goodwill
    and Other Intangibles  Goodwill
    Power


Plant Services


E&I


E&C


F&M


TotalBalance at September 1, 2008

$
139,177


$
42,027


$
194,174


$
114,015


$
17,962


$
507,355Remeasurement of acquired tax contingency










(4,366
)










(4,366
)Currency translation adjustment














(1,440
)


(244
)


(1,684
)Balance at August 31, 2009

$
139,177


$
42,027


$
189,808


$
112,575


$
17,718


$
501,305Currency translation adjustment














(566
)


(1,244
)


(1,810
)Balance at August 31, 2010

$
139,177


$
42,027


$
189,808


$
112,009


$
16,474


$
499,495     Goodwill
    Impairment Review
         F-33




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible
    Assets
        Proprietary Technologies,Patents, and Tradenames


Client RelationshipsGross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAugust 31, 2008 balance

$
44,526


$
(21,200
)

$
2,016


$
(1,277
)Adjustments


(572
)


541







Amortization






(2,875
)






(202
)August 31, 2009 balance

$
43,954


$
(23,534
)

$
2,016


$
(1,479
)Adjustments






59







Amortization






(2,775
)






(201
)August 31, 2010 balance

$
43,954


$
(26,250
)

$
2,016


$
(1,680
)     Proprietary Technologies,


ClientPatents, and Tradenames


Relationships2011

$
2,772


$
2022012


2,770



1342013


2,766



2014


2,766



2015


2,766



Thereafter


3,864



Total

$
17,704


$
336  F-34




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9 
    Debt and
    Revolving Lines of Credit    August 31, 2010


August 31, 2009Short-term


Long-term


Short-term


Long-termNotes payable on purchases of equipment; 0% to 1.3% interest;
    payments discounted at imputed rate of 5.9% interest; due
    September 2010 through April 2011

$
4,079


$



$
10,610


$
2,146Notes payable on purchases of equipment; 5.2% to 6.0% interest;
    due June 2011 through July 2012, and paid in full October 2009










1,188



1,824Other notes payable










2,805



2,277Capital lease obligations


400



979



796



1,380Subtotal


4,479



979



15,399



7,627Westinghouse Bonds (see description below)


1,520,674







1,387,954



Total

$
1,525,153


$
979


$
1,403,353


$
7,627       CapitalLease Obligations


Debt2011

$
475


$
4,0792012


399



2013


399



1,520,6742014


266



2015






Thereafter






Subtotal


1,539



1,524,753Less: amount representing interest


(160
)


Total

$
1,379


$
1,524,753   Westinghouse
    Bonds
     F-35




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    JPY-denominated
     F-36




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        August 31,


August 31,2010


2009Westinghouse Bonds, face value 50.98 billion JPY due
    March 15, 2013; interest only payments; coupon rate of
    2.20%;

$
426,875


$
426,875Westinghouse Bonds, face value 78 billion JPY due
    March 15, 2013; interest only payments; coupon rate of
    0.70% above the six-month JPY LIBOR rate (0.44% at
    August 31, 2010)


653,125



653,125Increase in debt due to foreign currency translation adjustments
    since date of issuance


440,674



307,954Total Westinghouse debt

$
1,520,674


$
1,387,954     Credit
    Facility
   F-37




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  and/or
    
    a maximum leverage ratio of 2.5x our earnings before interest,
    income taxes, depreciation and amortization (EBITDA) as defined
    in the Restated Agreement and adjusted for certain non-cash
    items and for the pro forma impact of acquisitions and
    dispositions of operations and assets; (Amendment IV to the
    Facility had increased the maximum leverage ratio to 2.75x our
    EBITDA for quarters ending prior to August 31, 2007 and
    2.5x on or thereafter);
    a minimum debt service charge coverage ratio of 3.0x EBITDA. The
    previous Credit Agreement contained a minimum fixed charge
    coverage ratio of 2.5x EBITDA (Amendment IV to the Facility
    had decreased the minimum fixed charge coverage ratio to 2.25x
    our EBITDA for quarters ending on or prior to February 29,
    2008, and 2.5x thereafter); and
    a minimum consolidated net worth as defined by the Restated
    Credit Agreement.     F-38




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
          and/or
    Total Facility

$
1,095.0Less: outstanding performance letters of credit


(197.2
)Less: outstanding financial letters of credit


(106.7
)Less: outstanding revolving credit loans


Remaining availability under the Facility

$
791.1  F-39




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Revolving Lines of Credit
        Note 10 
    Income
    Taxes  Intraperiod
    Allocation of Income Taxes:
  For the Fiscal Year Ended August 31,(In thousands)

2010


2009


2008Provision for income taxes

$
44,008


$
11,880


$
71,384Income from 20% investment in Westinghouse


8,666



2,247



9,645Earnings (losses) from unconsolidated entities


406



1,119



1,707Total income tax from continuing operations


53,080



15,246



82,736Shareholders equity:Compensation expense for tax purposes less than (in excess of)
    amounts recognized for financial reporting


(1,014
)


1,389



(37,464
)Pension liability


(2,258
)


(6,422
)


(736
)Other comprehensive income of investment in Westinghouse


(7,411
)


(50,744
)


4,206Adoption of FIN 48










4,943Marketable securities


348







Derivative instrument


(729
)


(8,711
)


(775
)Total income taxes

$
42,016


$
(49,242
)

$
52,910  F-40




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income tax attributable to income before income taxes,
    minority interest, and earnings (losses) from unconsolidated
    entities:
  For the Fiscal Year Ended August 31,(In thousands)

2010


2009


2008Current:U.S. federal

$
51,597


$
69,779


$
56,871State and local


322



18,027



12,133Foreign


6,596



6,009



11,587Total current tax provision


58,515



93,815



80,591Deferred:U.S. federal


(17,269
)


(66,592
)


3,480State and local


(6,428
)


(17,834
)


(2,038
)Foreign


9,190



2,491



(10,649
)Total deferred tax provision


(14,507
)


(81,935
)


(9,207
)Total provision for income taxes

$
44,008


$
11,880


$
71,384     Income before income taxes, minority interest, and
    earnings (losses) from unconsolidated entities (pre-tax
    income):
  For the Fiscal Year Ended August 31,(In thousands)

2010


2009


2008Domestic

$
78,157


$
(5,454
)

$
196,606Foreign


69,673



38,043



23,884Income before income taxes, minority interest, and earnings
    (losses) from unconsolidated entities

$
147,830


$
32,589


$
220,490  F-41




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  A reconciliation of the significant differences between
    the effective income tax rate and the federal statutory rate on
    pretax income is as follows:
  For the Fiscal Year Ended August 31,2010

2009

2008U.S. Federal statutory tax rate


35
%


35
%


35
%State taxes, net of federal income tax benefit










4
%Foreign tax differential


(2
)%


(6
)%


2
%Work Opportunity Tax Credit






(4
)%


Foreign tax credits


(1
)%


(9
)%


(5
)%Section 199  Domestic Manufacturer Deduction


(1
)%


(9
)%


(2
)%Valuation allowance


2
%


(2
)%


(5
)%Noncontrolling interests


(4
)%


(18
)%


(4
)%Research and experimentation credit claims


(6
)%Compensation and stock options


2
%


13
%


2
%Uncertain tax positions


5
%


25
%


Nondeductible meals and entertainment


4
%


14
%


3
%Rate changes


(1
)%






Other, net


(3
)%


(2
)%


2
%30
%


37
%


32
%    F-42




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Deferred
    Taxes
    (In thousands)

2010


2009Deferred tax assets:Receivables

$
8,303


$
9,264Net operating loss and tax credit carryforwards


53,028



54,535Other expenses not currently deductible


35,547



51,343Investments in affiliates






Foreign currency


168,097



115,527Derivative instrument


12,931



12,108Deferred financing costs


7,545



10,583Equity in other comprehensive income of Westinghouse


41,903



34,227Compensation related expenses


55,305



66,030Total gross deferred tax assets


382,659



353,617Less valuation allowance


(27,398
)


(22,025
)Net deferred tax assets


355,261



331,592Deferred tax liabilities:Goodwill and other intangibles


(52,281
)


(45,735
)Property, plant and equipment


(26,551
)


(26,976
)Equity in other comprehensive income of Westinghouse






Investments in affiliates


(1,565
)


(11,148
)Employee benefits and other expenses


(1,538
)


(3,034
)Total gross deferred tax liabilities


(81,935
)


(86,893
)Net deferred tax assets

$
273,326


$
244,699   Unremitted
    Earnings
    Losses
    and Valuation Allowances
   F-43




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Uncertain
    Tax Positions
    UnrecognizedTaxBenefits(In thousands)Balance at September 1, 2007

$
28,179Increase in Tax Positions


1,728Settlements


(121
)Increase, Interest  Net


239Increase, Penalties  Net


19Currency Translation Adjustment  Net


82Balance at August 31, 2008


30,126Increase in Tax Positions  prior years


25,406Increase in Tax Positions  current year


732Settlements


(9,902
)Increase, Interest  Net


3,910Increase, Penalties  Net


1,915Currency Translation Adjustment  Net


(47
) F-44




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UnrecognizedTaxBenefits(In thousands)Balance at August 31, 2009


52,140Increase (decrease) in Tax Positions  prior years


(3,976
)Increase in Tax Positions  current year


443Settlements


(1,924
)Increase, Interest  Net


508Increase, Penalties  Net


5Currency Translation Adjustment  Net


79Balance at August 31, 2010

$
47,275     non-U.S. jurisdictions. non-U.S. income
      Note 11 
    Capital
    Stock    Preferred Stock
 F-45




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Common Stock
  Treasury Stock
  Shareholder Rights Plan
            Note 12 
    Share-Based
    Compensation  Stock
    Compensation Plans
   F-46




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AuthorizedPlan

Shares


Types of Equity Instrument Authorized1993 Employee Stock Option Plan (1993 Plan)


3,844,000


Qualified and non-qualified stock options and restricted stock
    awards1996 Non-Employee Director Stock Option Plan (1996 Plan)


300,000


Non-qualified stock optionsStone & Webster Acquisition Stock Option Plan
    (Stone & Webster Plan)


1,070,000


Non-qualified stock options2001 Employee Incentive Compensation Plan (2001 Plan)


9,500,000


Qualified and non-qualified stock options, stock appreciation
    rights, performance shares, and restricted stock awards2005 Non-Employee Director Stock Incentive Plan (Directors
    Plan)


300,000


Non-qualified stock options and phantom stock awards2008 Omnibus Incentive Plan


4,500,000


Non-qualified stock options, incentive stock options, stock
    appreciation rights, restricted stock, restricted stock units,
    performance shares, and other stock-based awards       Stock
    Options
    For the Year Ended August 31,2010


2009


2008Expected volatility


57.5
%


64.0
%


52.0
%Risk-free interest rate


2.6
%


3.0
%


3.6
%Expected term of options (in years)


4.9



4.9



5.4Grant-date fair value

$
13.75


$
9.96


$
32.79    F-47




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted


Weighted-AverageAverage


RemainingShares


Exercise Price


Contract TermOutstanding at September 1, 2008


3,103,079



26.27



6.0Granted


1,218,011



18.38Exercised


(76,828
)


16.64Forfeited


(93,131
)


37.28Outstanding at August 31, 2009


4,151,131



23.89



6.3Granted


820,173



27.94Exercised


(784,124
)


20.69Forfeited


(182,433
)


29.12Outstanding at August 31, 2010


4,004,747



25.10



6.5Exercisable at August 31, 2010


2,169,124


$
23.59



4.8     For the Year Ended August 31,2010

2009

2008Stock Option Compensation Expense

$
10.8


$
9.7


$
9.3         Restricted
    Stock
   F-48




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended August 31,2010

2009

2008Restricted Stock Compensation Expense

$
24.1


$
23.6


$
11.7     Grant-DateShares


Fair ValueUnvested restricted stock at August 31, 2008


739,717


$
39.01Granted:Liability-classified restricted stock units granted 10/31/08


1,288,761



17.95Equity-classified restricted stock units regranted 1/28/09


1,281,512



29.39Restricted stock granted


1,111,247



18.20Total granted


3,681,520Vested


(332,855
)


32.27Forfeited:Liability-classified restricted stock units granted 10/31/08 and
    cancelled 1/28/09


(1,281,512
)


29.39Restricted stock forfeited


(77,808
)


25.31Total forfeited


(1,359,320
)Unvested restricted stock at August 31, 2009


2,729,062



27.29Granted


561,693



27.95Vested


(964,830
)


28.19Forfeited


(202,036
)


25.89Unvested restricted stock at August 31, 2010


2,123,889


$
27.24       Note 13 
    Operating
    Leases   F-49




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the year ending August 31 (in thousands):2011

$
72,8052012


61,6772013


51,3812014


45,7912015


35,883Thereafter


91,845Total future minimum lease payments

$
359,382     10-year
      Note 14 
    Contingencies
    and Commitments  Tax
    Matters
     F-50




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Guarantees
      Legal
    Proceedings
   F-51




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
       F-52




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
    Environmental
    Liabilities
    Employment
    Contracts
    Note 15 
    Business
    Segments       F-53




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Investmentin

CorporatePower

Plant Services

E&I

E&C

F&M

Westinghouse

and Other

TotalFiscal Year 2010Revenues from external clients

$
2,297.9


$
881.0


$
2,215.2


$
1,114.6


$
492.0


$



$
0.1


$
7,000.8Intersegment revenues


4.6



49.7



16.8



0.8















71.9Interest income


0.4







1.4



0.4



0.4







11.1



13.7Interest expense


1.2



0.1



0.2



(0.2
)


0.1



38.1



4.4



43.9Depreciation and amortization


23.6



1.8



12.2



9.7



13.6







1.9



62.8Income (loss) before income taxes


64.9



43.7



138.8



64.4



63.9



(169.8
)


(58.1
)


147.8Earnings (losses) from unconsolidated entities










0.7



(0.2
)






7.0



(0.4
)


7.1Goodwill


139.2



42.0



189.8



112.0



16.5











499.5Total assets


2,041.2



206.4



1,185.4



717.7



664.8



1,197.8



965.6



6,978.9Investment in and advances to equity method investees










6.8



4.9















11.7Purchases of property and equipment


110.7



0.4



14.2



6.5



38.6







15.4



185.8Increases (decreases) in other assets, long-term, net


(7.7
)


(1.5
)


33.1



(2.2
)










(3.8
)


17.9   F-54




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investmentin

CorporatePower

Plant Services

E&I

E&C

F&M

Westinghouse

and Other

TotalFiscal Year 2009Revenues from external clients

$
2,581.2


$
864.1


$
1,835.5


$
1,371.5


$
623.4


$



$
4.0


$
7,279.7Intersegment revenues


5.3



27.2



25.9



1.4















59.8Interest income


1.1



1.1



0.5



1.5



0.4







5.4



10.0Interest expense


1.0







0.6











68.7



3.3



73.6Depreciation and amortization


13.8



2.9



9.9



7.7



10.6







2.9



47.8Income (loss) before income taxes


29.3



6.7



91.0



153.0



106.6



(267.0
)


(87.0
)


32.6Earnings (losses) from unconsolidated entities










0.8



2.9







9.3



(2.0
)


11.0Goodwill


139.2



42.0



189.8



112.6



17.7











501.3Total assets


1,629.9



180.7



1,002.8



853.4



698.0



1,171.2



846.9



6,382.9Investment in and advances to equity method investees










12.6



7.5











1.2



21.3Purchases of property and equipment


67.0



2.3



10.1



3.6



77.8







9.0



169.8Increases (decreases) in other assets, long-term, net


(6.4
)


1.4



(14.3
)


(2.3
)


(0.2
)


(7.8
)


1.5



(28.1
)   Investmentin

CorporatePower

Plant Services

E&I

E&C

F&M

Westinghouse

and other

TotalFiscal Year 2008Revenues from external clients

$
2,655.1


$
1,018.2


$
1,462.1


$
1,283.3


$
576.6


$



$
2.7


$
6,998.0Intersegment revenues


5.9



7.7



4.1



9.3















27.0Interest income


3.8



0.3



1.5



7.8



1.7







5.8



20.9Interest expense


1.3







0.8



1.7



(0.6
)


37.3



5.4



45.9Depreciation and amortization


11.0



3.1



15.5



7.2



7.9







2.5



47.2Income (loss) before income taxes


112.7



33.8



39.3



97.4



126.8



(107.9
)


(81.6
)


220.5Earnings (losses) from unconsolidated entities














1.5



0.3



15.0



0.9



17.7Goodwill


139.2



42.0



194.2



114.0



18.0











507.4Total assets


1,019.9



175.2



784.7



714.0



533.6



1,167.9



966.9



5,362.2Investment in and advances to equity method investees










11.3



6.1







1,158.7



2.1



1,178.2Purchases of property and equipment


22.9



4.5



17.3



13.0



45.7







25.7



129.1Increases (decreases) in other assets, long-term, net


(3.8
)






(0.7
)


3.0



1.5



(1.7
)


(5.5
)


(7.2
)  F-55




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At August 31,2010


2009


2008Total segment assets

$
6,978.9


$
6,382.9


$
5,362.2Elimination of intercompany receivables


(570.5
)


(414.0
)


(299.1
)Elimination of investments in subsidiaries


(412.1
)


(412.1
)


(412.1
)Income tax entries not allocated to segments






0.4



(63.7
)Total consolidated assets

$
5,996.3


$
5,557.2


$
4,587.3     For the Year Ended August 31,2010


2009


2008Revenues:United States

$
5,619.0


$
5,669.7


$
5,422.2Asia/Pacific Rim countries


965.2



978.4



573.0Middle East


263.2



386.3



719.5United Kingdom and other European countries


67.6



127.9



193.9South America and Mexico


16.0



51.8



33.6Canada


23.3



37.7



25.4Other


46.5



27.9



30.4$
7,000.8


$
7,279.7


$
6,998.0   At August 31,2010


2009


2008Long-Lived Assets:United States

$
538.5


$
450.6


$
1,245.6United Kingdom


4.3



5.9



309.3Other foreign countries


67.1



46.1



32.7$
609.9


$
502.6


$
1,587.6     Major
    Customers
   F-56




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Percentage ofNumber of



SegmentSegment

Clients

Revenues

RevenuesPower


2


$
907.2



40
%Plant Services


2



354.6



40
%E&I


1



1,703.8



77
%E&C


2



712.3



64
%F&M


1



53.1



11
%     Export
    Revenues
    Note 16 
    Supplemental
    Disclosure to Earnings (Loss) Per Common Share  For the Year Ended August 31,2010


2009


2008Weighted average shares outstanding (in thousands):Basic


84,041



83,244



82,063Diluted:Stock options


1,022



669



1,766Restricted stock


771



498



32385,834



84,411



84,152     For the Year Ended August 31,2010

2009

2008Weighted-average shares:Stock options


1,222



1,578



301Restricted stock


103



283



45   Note 17 
    Employee
    Benefit Plans    Defined
    Contribution Plans
   F-57




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Defined
    Benefit Plans
     F-58




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Defined
    Benefit Pension Obligation and Funded Status
    For the Year Ended August 31,2010


2009Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
151,159


$
154,822Service cost


135



1,108Interest cost


7,989



8,255Participants contributions






522Actuarial loss (gain)


12,357



12,536Benefits paid


(7,334
)


(6,925
)Curtailment (gain)






(3,179
)Other






(956
)Foreign currency exchange


(5,606
)


(15,024
)Projected benefit obligation at end of year

$
158,700


$
151,159Change in fair value of plan assets:Fair value of plan assets at beginning of year

$
122,267


$
119,939Actual return on plan assets


10,415



1,508Company contributions


12,185



18,587Participants contributions






522Benefits paid


(7,334
)


(6,925
)Foreign currency exchange


(4,404
)


(11,364
)Fair value of the plan assets at end of year


133,129



122,267Funded status at end of year

$
(25,571
)

$
(28,892
)    F-59




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Components
    of Net Periodic Benefit Cost and Changes Recognized in Other
    Comprehensive Income (Loss)
  For the Year Ended August 31,2010


2009


2008(In thousands)Net periodic benefit cost:Service cost

$
135


$
1,063


$
2,049Interest cost


8,034



7,904



8,740Expected return on plan assets


(7,197
)


(6,420
)


(8,859
)Amortization of net loss


3,284



2,472



2,170Curtailment gain






(2,725
)


Other


40



36



Total net periodic benefit cost

$
4,296


$
2,330


$
4,100Changes recognized in other comprehensive income:Net loss

$
9,099


$
17,741


$
6,749Amortization of net actuarial loss


(3,263
)


(2,574
)


(543
)Other amortization


(40
)


(38
)


(39
)Total changes recognized in other comprehensive income

$
5,796


$
15,129


$
6,167     Assumptions
  For the Year Ended August 31,2010

2009

2008Weighted-average assumptions used to determine benefit
    obligations at August 31:Discount rate


4.75-4.90
%


5.60-5.75
%


6.00-6.20
%Rate of compensation increase


4.00
%


4.00
%


4.00-4.70
%Weighted-average assumptions used to determine net periodic
    benefit cost for years ended August 31:Discount rate


5.60-5.75
%


6.00-6.20
%


5.50-5.75
%Expected long-term rate of return on assets


5.99-7.00
%


6.40-7.00
%


7.00-7.25
%Rate of compensation increase at end of the year


4.00
%


4.00-4.70
%


3.25-4.50
%    F-60




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-term
    Rate of Return Assumptions
    Accumulated
    Benefit Obligation
    Plan Assets, Investment Policies and Strategies and Expected
    Long-Term Rate of Return on Plan Assets
    At August 31,Asset Category

2010


2009Equity securities


54.5
%


52.7
%Debt securities


41.7



42.7Other


3.8



4.6Total


100.0
%


100.0
%         Fair Value Measurements as of August 31, 2010Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable InputsTotal


(Level 1)


(Level 2)


(Level 3)Cash and cash equivalents

$
1,925


$
1,925


$



$
Equity securities(a)


72,503



72,503







Fixed Income securities(b)


55,770



26,778



28,682



310Real estate funds


2,931







2,931



Total

$
133,129


$
101,206


$
31,613


$
310   F-61




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value Measurements as of August 31, 2009Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable InputsTotal


(Level 1)


(Level 2)


(Level 3)Cash and cash equivalents





$
1,112


$
1,112


$



$
Equity securities(a)






61,139



52,843



8,296



Fixed Income securities(b)






51,368



25,535



25,506



327Real estate Funds






8,648







8,648



Total





$
122,267


$
79,490


$
42,450


$
327     (a)
    
    Equity securities include both U.K., Canadian, and U.S. equity
    securities.(b)
    
    Fixed income securities include both government and corporate
    bonds.    
    Corporate bonds: Valued at the closing price reported on the
    active market on which the individual securities are traded.
    Corporate bonds and government bonds: Valued at quoted prices in
    markets that are not active, broker dealer quotations, or other
    methods by which all significant inputs are observable, either
    directly or indirectly.
    Equity securities: Valued at the net asset value of shares held
    at year end as quoted in the active market.
    Real Estate: Valued at net asset value per unit held at year end.  Contributions
    and Benefit Payments
    Fiscal Year

Pension Benefits2011

$
7,4452012


6,5972013


6,7562014


6,9112015


7,0522016  2020


37,390    F-62




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Multiemployer
    Plans
        Supplemental
    Deferred Compensation Plans
          Note 18 
    Related
    Party Transactions   F-63




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 19 
    Accumulated
    Other Comprehensive Loss    Equity in





PensionWestinghouses


Change in


Liability,





TotalPre-tax other


Unrealized


Not Yet





AccumulatedForeign


Comprehensive


Net Loss


Recognized in





OtherCurrency


Income (loss),


on


Net Periodic


Unrealized


ComprehensiveTranslation


Net of


Hedging


Pension


Gain (Loss)


IncomeAdjustments


Shaws tax


Activities


Expense


On Securities


(Loss)Balance at September 1, 2007

$
(6,420
)

$
19,593


$
(4,000
)

$
(26,246
)

$



$
(17,073
)Current Period Change


6,837



6,467



(1,360
)


(4,480
)






7,464Balance at August 31, 2008


417



26,060



(5,360
)


(30,726
)






(9,609
)Current Period Change


(10,339
)


(80,717
)


(13,857
)


(7,444
)






(112,357
)Balance at August 31, 2009


(9,922
)


(54,657
)


(19,217
)


(38,170
)






(121,966
)Current Period Change


(5,610
)


(11,640
)


(1,144
)


(2,831
)


546



(20,679
)Balance at August 31, 2010

$
(15,532
)

$
(66,297
)

$
(20,361
)

$
(41,001
)

$
546


$
(142,645
)     Note 20 
    Accounting
    for Claims, Unapproved Change Orders and Incentives on Long-Term
    Construction Contracts      Unapproved
    Change Orders and Claims
    F-64




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year


Fiscal Year2010


2009Amounts included in project
    estimates-at-completion
    at September 1

$
222.9


$
63.6Changes in
    estimates-at-completion


65.2



197.2Approved by client


(176.5
)


(37.9
)Amounts included in project
    estimates-at-completion
    August 31


111.6



222.9Amounts accrued in revenues (or reductions to contract costs) at
    August 31

$
92.6


$
86.9   estimates-at-completion
    percentage-of-completion
         F-65




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Project
    Incentives
    percentage-of-completion percentage-of-completion
  Contract
    Losses
    Note 21 
    Supplemental
    Cash Flow Information    For Year Ended August 31,2010


2009


2008Cash payments for:Interest (net of capitalized interest)

$
32,906


$
31,134


$
32,628Income taxes

$
66,909


$
82,079


$
14,498Non-cash investing and financing activities:Financed insurance premiums

$



$



$
12,782Additions to property, plant, and equipment

$
6,909


$
37,627


$
Release of purchase accounting tax contingency

$



$



$
9,400Interest rate swap contract on JYP-denominated bonds, net of
    deferred tax of $729, $8,711, and $775, respectively

$
1,144


$
13,857


$
(1,360
)Equity in Westinghouse accumulated other comprehensive income,
    net of tax deferred tax of $(7,411), $(50,744), and $4,206,
    respectively

$
(11,640
)

$
(80,717
)

$
6,467  F-66




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 22 
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterYear ended August 31, 2010Revenues

$
1,858,515


$
1,624,259


$
1,789,254


$
1,728,751Gross profit

$
154,736


$
145,140


$
151,685


$
134,392Operating income

$
78,959


$
72,821


$
76,959


$
69,200Interest expense, net

$
(8,379
)

$
(7,641
)

$
(5,693
)

$
(8,445
)Foreign currency translation/transaction gains (losses)

$
(102,756
)

$
41,948


$
35,549


$
(103,005
)Income before income taxes and earnings (losses) from
    unconsolidated entities

$
(27,130
)

$
104,834


$
109,324


$
(39,198
)Net income (loss) attributable to Shaw

$
(20,485
)

$
63,726


$
68,363


$
(18,890
)Net income (loss) attributable to Shaw per common share:Basic

$
(0.25
)

$
0.76


$
0.81


$
(0.22
)Diluted

$
(0.25
)

$
0.74


$
0.79


$
(0.22
)Year ended August 31, 2009Revenues

$
1,900,433


$
1,667,517


$
1,848,442


$
1,863,298Gross profit

$
188,093


$
102,358


$
162,985


$
153,994Operating income

$
114,987


$
31,953


$
84,351


$
67,456Interest expense, net

$
(7,684
)

$
(9,642
)

$
(38,501
)

$
(7,740
)Foreign currency translation/transaction gains (losses)

$
(163,601
)

$
33,993


$
(31,924
)

$
(35,543
)Income (loss) before income taxes and earnings (losses) from
    unconsolidated entities

$
(58,159
)

$
55,419


$
14,273


$
21,056Net income (loss) attributable to Shaw

$
(39,917
)

$
36,335


$
7,898


$
10,679Net income (loss) attributable to Shaw per common share:Basic

$
(0.48
)

$
0.44


$
0.09


$
0.13Diluted

$
(0.48
)

$
0.43


$
0.09


$
0.13  F-67




---



##### 



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    COMBINED FINANCIAL STATEMENTS
    Fiscal Years Ended March 31, 2010, 2009 and 2008
  CONTENTS
  
  Report of Independent Registered Public
    Accounting Firm


F-69Combined Financial StatementsCombined Balance Sheets


F-70Combined Statements of Operations and
    Comprehensive Income (Loss)


F-71Combined Statements of Stockholders
    Equity


F-72Combined Statements of Cash Flows


F-73Notes to Combined Financial Statements


F-74   F-68




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          Noncontrolling Interests in Consolidated Financial Statements Consolidation Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans Compensation  Retirement Benefits
  
    F-69




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED BALANCE SHEETS
    (In thousands)
  March 312010


2009ASSETSCURRENT ASSETS:Cash and cash equivalents

$
198,433


$
192,267Receivables, net of allowance for doubtful accounts of $459 and
    $368


457,568



361,034Related-party receivables


615,119



213,824Inventories, net


591,542



514,879Costs and estimated earnings in excess of billings on
    uncompleted contracts


300,654



587,480Amounts earned in excess of billings


95,826



57,783Deferred income tax assets


76,298



67,857Other current assets


152,044



133,391Total current assets


2,487,484



2,128,515NONCURRENT ASSETS:Property, plant and equipment, net


870,440



568,076Goodwill


2,816,522



2,775,369Other intangible assets, net


1,851,882



1,805,850Uranium assets


486,806



460,919Other noncurrent assets


119,924



93,265Total noncurrent assets


6,145,574



5,703,479TOTAL ASSETS

$
8,633,058


$
7,831,994LIABILITIES AND EQUITYCURRENT LIABILITIES:Accounts payable

$
369,701


$
413,339Related-party payables


40,447



51,788Billings in excess of costs and estimated earnings on
    uncompleted contracts


1,165,831



949,115Amounts billed in excess of revenue


244,049



165,882Secured borrowings






Other current liabilities


462,318



479,883Total current liabilities


2,282,346



2,060,007NONCURRENT LIABILITIES:Reserves for decommissioning matters


227,072



223,596Benefit obligations


301,113



337,912Deferred income tax liabilities


392,454



324,330Note due to related party


104,954



Other noncurrent liabilities


222,771



97,498Total noncurrent liabilities


1,248,364



983,336EQUITY:TNEH-US & TNEH-UK stockholders equity


4,978,604



4,783,960Noncontrolling interests


123,744



4,691Total Equity


5,102,348



4,788,651TOTAL LIABILITIES AND EQUITY

$
8,633,058


$
7,831,994    F-70




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED STATEMENTS OF OPERATIONS
    AND COMPREHENSIVE INCOME (LOSS) 
    (In thousands)
  Year Ended March 312010


2009


2008NET REVENUES

$
4,159,969


$
3,395,298


$
2,710,455COST OF GOODS SOLD


3,271,791



2,662,412



2,043,109GROSS PROFIT


888,178



732,886



667,346MARKETING, ADMINISTRATIVE AND GENERAL EXPENSES


623,668



526,487



484,860AMORTIZATION OF INTANGIBLES


82,915



77,523



78,508INCOME FROM OPERATIONS


181,595



128,876



103,978INTEREST AND OTHER (EXPENSE) INCOME:Interest income


2,697



16,775



23,961Interest expense


(16,027
)


(6,470
)


(12,915
)(Loss) gain on foreign currency transactions, net


(5,674
)


(23,267
)


17,381Other income (expense), net


77



(422
)


2,090Total interest and other (expense) income


(18,927
)


(13,384
)


30,517INCOME BEFORE INCOME TAXES


162,668



115,492



134,495INCOME TAX PROVISION


70,021



47,648



24,176COMBINED NET INCOME


92,647



67,844



110,319LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


6,324



264



779NET INCOME ATTRIBUTABLE TO TNEH-US & TNEH-UK

$
86,323


$
67,580


$
109,540COMBINED NET INCOME

$
92,647


$
67,844


$
110,319OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Unrealized gain (loss) on derivatives


27,398



(15,550
)


(6,890
)Change in unrecognized gains (losses) and prior service cost
    related to pension and other postretirement benefit plans


26,582



(96,823
)


23,161Unrealized foreign currency gain (loss) on translation adjustment


115,461



(844,470
)


104,797OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX


169,441



(956,843
)


121,068COMPREHENSIVE INCOME (LOSS)


262,088



(888,999
)


231,387LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING
    INTERESTS


7,801



282



578COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO
    TNEH-US &
    TNEH-UK

$
254,287


$
(889,281
)

$
230,809    F-71




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED STATEMENTS OF
    STOCKHOLDERS EQUITY
    (In thousands)
  Accumulated


TNEH-US &Other


TNEH-UKCapital


Retained


Comprehensive


Stockholders


Noncontrolling


TotalStock


Earnings


(Loss) Income


Equity


Interests


EquityBALANCE AT MARCH 31, 2007

$
5,400,000


$
12,569


$
115,147


$
5,527,716


$
4,440


$
5,532,156Comprehensive income (loss):Net income attributable to controlling and noncontrolling
    interests






109,540







109,540



779



110,319Unrealized loss on derivatives, net of tax effect of $1,271










(6,890
)


(6,890
)






(6,890
)Change in unrecognized gains (losses) and prior service cost
    related to pension and other postretirement benefit plans, net
    of tax effect of $15,755










23,161



23,161







23,161Unrealized foreign currency gain on translation adjustment










104,998



104,998



(201
)


104,797Total comprehensive income (loss)






109,540



121,269



230,809



578



231,387Dividends






(8,170
)






(8,170
)


(290
)


(8,460
)BALANCE AT MARCH 31, 2008

$
5,400,000


$
113,939


$
236,416


$
5,750,355


$
4,728


$
5,755,083Cumulative effect of accounting for changing the measurement
    date of pension plans, net of tax effect of $3,687






(5,913
)






(5,913
)






(5,913
)Comprehensive (loss) income:Net income attributable to controlling and noncontrolling
    interests






67,580







67,580



264



67,844Unrealized loss on derivatives, net of tax effect of $2,902










(15,550
)


(15,550
)






(15,550
)Change in unrecognized gains (losses) and prior service cost
    related to pension and other postretirement benefit plans, net
    of tax effect of $(59,572)










(96,823
)


(96,823
)






(96,823
)Unrealized foreign currency gain on translation adjustment










(844,488
)


(844,488
)


18



(844,470
)Total comprehensive (loss) income






67,580



(956,861
)


(889,281
)


282



(888,999
)Dividends






(71,201
)






(71,201
)


(319
)


(71,520
)BALANCE AT MARCH 31, 2009

$
5,400,000


$
104,405


$
(720,445
)

$
4,783,960


$
4,691


$
4,788,651Comprehensive income:Net income attributable to controlling and noncontrolling
    interests






86,323







86,323



6,324



92,647Unrealized gain on derivatives, net of tax effect of $(8,651)










27,398



27,398







27,398Change in unrecognized gains (losses) and prior service cost
    related to pension and other postretirement benefit plans, net
    of tax effect of $(16,751)










26,582



26,582







26,582Unrealized foreign currency gain on translation adjustment










113,984



113,984



1,477



115,461Total comprehensive income






86,323



167,964



254,287



7,801



262,088Noncontrolling interest related to acquisitions and cash
    contributions


















112,728



112,728Dividends






(59,643
)






(59,643
)


(1,476
)


(61,119
)BALANCE AT MARCH 31, 2010

$
5,400,000


$
131,085


$
(552,481
)

$
4,978,604


$
123,744


$
5,102,348    F-72




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED STATEMENTS OF CASH
    FLOWS
    (In thousands)
  Year Ended March 312010


2009


2008OPERATING ACTIVITIESCombined net income

$
92,647


$
67,844


$
110,319Adjustments to reconcile combined net income to net cash
    provided by operating activities:Depreciation and amortization


172,997



148,597



139,808Deferred income taxes


12,086



(1,109
)


(29,402
)Loss on sale of property, plant and equipment


3,734



2,185



318Loss (gain) on foreign currency transactions, net


5,674



23,267



(17,381
)Changes in:Receivables


(41,467
)


(21,553
)


(105,628
)Notes repaid by related parties


2,041,911



927,630



542,967Notes issued to related parties


(2,443,769
)


(884,872
)


(444,448
)Inventories, net


94,463



(82,574
)


73,245Costs and estimated earnings in excess of billings on
    uncompleted contracts


288,108



(323,942
)


(150,427
)Other current assets


(10,071
)


30,072



(99,057
)Other noncurrent assets


(12,360
)


47,864



(36,976
)Accounts payable and other current liabilities


(89,468
)


85,388



187,150Billings in excess of costs and estimated earnings on
    uncompleted contracts


224,269



303,716



130,500Amounts billed in excess of revenue


(73,639
)


(1,375
)


53,833Amounts earned in excess of billings


9,122



(6,269
)


(7,088
)Other noncurrent liabilities


4,015



(52,653
)


14,680Net cash provided by operating activities


278,252



262,216



362,413INVESTING ACTIVITIESCash paid for acquisition of Westinghouse, net of cash acquired










(47,972
)Acquisitions of businesses and intangible assets, net of cash
    acquired


(52,518
)


(2,000
)


(65,289
)Proceeds from sale of property, plant and equipment


250



17



49Purchases of property, plant and equipment


(268,783
)


(168,503
)


(86,830
)Net cash used in investing activities


(321,051
)


(170,486
)


(200,042
)FINANCING ACTIVITIESCapital contributions from noncontrolling interests


8,083







Payment of secured debt






(50,000
)


Proceeds from related-party notes


100,508







Dividends paid to TNEH-US & TNEH-UK stockholders


(59,643
)


(71,201
)


(8,170
)Dividends paid to noncontrolling interests


(1,476
)


(319
)


(290
)Net cash provided by (used in) financing activities


47,472



(121,520
)


(8,460
)EFFECT OF FOREIGN CURRENCY TRANSLATION


1,493



(65,374
)


20,809NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


6,166



(95,164
)


174,720CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR


192,267



287,431



112,711CASH AND CASH EQUIVALENTS, END OF YEAR

$
198,433


$
192,267


$
287,431SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest

$
8,131


$
2,145


$
5,504Cash paid for income taxes

$
45,088


$
46,173


$
63,078Noncash financing of business acquisition

$



$



$
8,000    F-73




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.NOTES TO COMBINED FINANCIAL STATEMENTS
 Fiscal Years Ended March 31, 2010, 2009 and 2008
  1.
    DESCRIPTION
    OF BUSINESS, BASIS OF FINANCIAL STATEMENT PRESENTATION AND
    SIGNIFICANT ACCOUNTING POLICIES  DESCRIPTION
    OF BUSINESS
        BASIS
    OF FINANCIAL STATEMENT PRESENTATION AND
    PREPARATION
  less-than-wholly-owned
  SIGNIFICANT
    ACCOUNTING POLICIES
  Use of estimates
 F-74




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Revenue recognition
  percentage-of-completion
        percentage-of-completion percentage-of-completion
    Goodwill and other intangible assets
 F-75




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      Impairment of long-lived asset and definite-lived
    intangible assets
  Income taxes U.S.-based
  Translation of foreign currencies
  Cash and cash equivalents
  Receivables
 F-76




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Inventories first-in,
  Uranium assets
  Property, plant and equipment
    Buildings and improvements

13 to 60 yearsMachinery and equipment

3 to 20 yearsComputer hardware and software

3 to 5 years         and/or
   F-77




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Environmental costs
  Research and development expenditures
    Pre-contract costs
  Shipping and handling costs
  Fair value accounting 
    Level 1
 F-78




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Level 2
      
    observable inputs other than quoted prices that are used in the
    valuation of the asset or liabilities (e.g., interest rate and
    yield curve quotes at commonly quoted intervals)
    inputs that are derived principally from or corroborated by
    observable market data by correlation or other means  Level 3
    Pensions and postretirement benefits
    Derivative instruments
 F-79




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Operating leases
  Subsequent events
  Recently adopted accounting pronouncements
  
         
   F-80




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    
  The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB Statement
    No. 162
  Recently issued accounting pronouncements
    
 F-81




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  2.
    ACQUISITIONS      May 7, 2009Current assets:Cash and cash equivalents

$
80,604Receivables


24,333Inventories


140,705Prepaid advances


47,525Other current assets


4,456Total current assets


297,623Noncurrent assets:Property, plant and equipment


142,159Other intangible assets


83,696Other noncurrent assets


14,299Goodwill (not deductible for tax purposes)


1,147Total noncurrent assets


241,301Total assets

$
538,924Current liabilities:Accounts payable

$
5,824Advances received


141,721Deferred tax liabilities


6,408Other current liabilities


39,675Total current liabilities


193,628Noncurrent liabilities:Environmental liabilities


41,820Noncurrent lease obligation


39,819Deferred tax liabilities


14,575Benefit obligations


1,898Other noncurrent liabilities


22,767Total noncurrent liabilities


120,879Total liabilities

$
314,507Noncontrolling interest related to acquisition of NFI

$
104,645    F-82




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
        Net revenues

$
215,210Cost of goods sold


162,179Gross profit


53,031Marketing, administrative and general expenses


30,999Amortization of intangibles


1,842Income from operations


20,190Interest and other (expense) income:Interest expense


(1,159
)Other income, net


789Total interest and other (expense) income


(370
)Income before income taxes


19,820Income tax provision


7,624Net income


12,196Less net income attributable to noncontrolling interest


5,824Net income attributable to TNEH-US & TNEH-UK

$
6,372     3.
    BUSINESS
    SEGMENTS   F-83




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Nuclear Fuel
  Nuclear Services
  Nuclear Power Plants
  Eliminations/Corporate Center
    2010


2009


2008Net revenue:Nuclear Fuel

$
1,396,909


$
962,432


$
1,152,042Nuclear Services


1,815,661



1,674,957



1,316,420Nuclear Power Plants


959,993



769,679



254,173Eliminations


(12,594
)


(11,770
)


(12,180
)Total

$
4,159,969


$
3,395,298


$
2,710,455Income (loss) from operations:Nuclear Fuel

$
65,347


$
37,527


$
94,634Nuclear Services


136,721



124,636



81,451Nuclear Power Plants


2,184



(8,494
)


(54,755
)Corporate Center


(22,657
)


(24,793
)


(17,352
)Total

$
181,595


$
128,876


$
103,978Depreciation expense:Nuclear Fuel

$
37,790


$
23,802


$
23,564Nuclear Services


25,407



21,435



19,445Nuclear Power Plants


1,997



1,682



1,669Corporate Center


24,888



24,155



16,622Total

$
90,082


$
71,074


$
61,300 F-84




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  2010


2009


2008Amortization expense of definite-lived intangible assets:Nuclear Fuel

$
23,899


$
20,379


$
20,669Nuclear Services


27,198



25,719



26,051Nuclear Power Plants


31,818



31,425



31,788Total

$
82,915


$
77,523


$
78,508Total assets:Nuclear Fuel

$
2,797,074


$
1,917,540Nuclear Services


2,581,460



2,467,248Nuclear Power Plants


2,581,797



2,479,721Corporate Center


672,727



967,485Total

$
8,633,058


$
7,831,994Goodwill:Nuclear Fuel

$
47,422


$
45,565Nuclear Services


1,130,245



1,114,204Nuclear Power Plants


1,638,855



1,615,600Total

$
2,816,522


$
2,775,369     2010


2009


2008Americas

$
2,077,285


$
1,867,868


$
1,354,172Europe


1,047,709



955,708



906,777China


459,451



283,360



190,186Japan


317,893



36,218



29,200Other Asia


216,443



215,173



199,187Other


41,188



36,971



30,933Total

$
4,159,969


$
3,395,298


$
2,710,455     2010


2009United States

$
5,204,565


$
5,295,219UK


2,092,884



1,886,241Other European countries


678,540



609,190Japan


596,194



7,728South Africa


34,966



27,266Other Asia


25,909



6,350Total

$
8,633,058


$
7,831,994    F-85




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  4.
    DERIVATIVE
    INSTRUMENTS, HEDGING ACTIVITIES AND CREDIT RISK  DERIVATIVE
    INSTRUMENTS AND HEDGING ACTIVITIES
    mark-to-market
  and/or
    Asset DerivativesBalance Sheet

March 31, 2010


March 31, 2009Location

Fair Value


Fair ValueDerivatives designated as hedging instrumentsForeign exchange contracts

Other current assets

$
15,252


$
11,320Derivatives not designated as hedging instrumentsForeign exchange contracts

Other current assets


4,640



2,830Total asset derivatives



$
19,892


$
14,150   F-86




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Liabilities DerivativesBalance Sheet


March 31, 2010


March 31, 2009Location


Fair Value


Fair ValueDerivatives designated as hedging instrumentsForeign exchange contracts


Other current liabilities


$
(19,640
)

$
(56,310
)Derivatives not designated as hedging instrumentsForeign exchange contracts


Other current liabilities



(5,194
)


(29,312
)Total asset derivatives





$
(24,834
)

$
(85,622
)Net asset (liability) position





$
(4,942
)

$
(71,472
)     The Effect of Derivative Instruments on the Statement of
    FinancialPerformance for the Fiscal Years Ended March 31, 2010,
    2009, and 2008Amount of Gain or (Loss)Derivatives in Cash Flow

Recognized in OCI on Derivative (Effective Portion)Hedging Relationships

2010


2009


2008Foreign exchange contracts

$
42,601


$
(14,717
)

$
(8,198
)   Location of Gain or (Loss)

Amount of Gain or (Loss) Reclassified fromReclassified from

Accumulated OCIDerivatives in Cash Flow

Accumulated OCI into

into Income (Effective Portion)Hedging Relationships

Income (Effective Portion)

2010


2009


2008Foreign exchange contracts

Other income/(expense)

$
4,502


$
(16,952
)

$
394   Location of Gain or (Loss)


Amount of Gain or (Loss)Derivatives Not Designated

Recognized in Income on


Recognized in Income on Derivativeas Hedging Instruments

Derivative


2010


2009


2008Foreign exchange contracts


Other income/(expense
)

$
25,928


$
(42,296
)

$
18,606     CREDIT
    RISK
   F-87




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      5.
    ASSET
    RETIREMENT OBLIGATIONS (ARO)            2010


2009Balance, beginning of year

$
252,786


$
277,561Liabilities settled


(15,181
)


(14,479
)Foreign currency translation effect


3,252



(7,422
)Liabilities incurred (reduced)


11,461



(14,821
)Accretion expense


11,959



11,947Balance, end of year

$
264,277


$
252,786  F-88




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    6.
    GOODWILL
    AND INTANGIBLE ASSETS    2010


2009Balance, beginning of year

$
2,775,369


$
3,072,358Business acquisitions


1,147



Purchase price allocation adjustments






(4,406
)Foreign currency translation adjustment


40,006



(292,583
)Balance, end of year

$
2,816,522


$
2,775,369       Life


2010


2009Contracted customer relationships


5-24


$
108,156


$
32,185Noncontracted customer relationships


25



198,980



196,607Developed technology


20-25



1,405,152



1,358,705Brand name


Indefinite



402,810



398,794Brand name


3



140



Patent


20



7,500



7,500Total






2,122,738



1,993,791Accumulated amortization






(270,856
)


(187,941
)Intangible assets, net





$
1,851,882


$
1,805,850    F-89




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    For the fiscal year ending March 31:2011

$
88,7912012


87,6202013


87,1462014


79,6182015


79,034Thereafter


1,026,863Total

$
1,449,072   7.
    PENSION
    AND OTHER POSTRETIREMENT BENEFIT PLANS  PENSION
    PLANS
  (Non-U.S. Plans).
    2010


2009


2008U.S.


Non-U.S.


Total


U.S.


Non-U.S.


Total


U.S.


Non-U.S.


TotalService cost

$
43,261


$
4,757


$
48,018


$
40,013


$
2,008


$
42,021


$
37,331


$
2,909


$
40,240Interest cost


28,453



8,875



37,328



23,344



7,690



31,034



19,752



6,700



26,452Expected return on plan assets


(31,684
)


(3,227
)


(34,911
)


(26,113
)


(3,155
)


(29,268
)


(21,445
)


(2,015
)


(23,460
)Amortization of prior service cost


443







443



234







234



169







169Amortization of unrecognizedNet (gain) loss


363



182



545



(46
)


(22
)


(68
)










Ongoing periodic pension cost


40,836



10,587



51,423



37,432



6,521



43,953



35,807



7,594



43,401Settlement charges






468



468







1,420



1,420











Net periodic benefit cost

$
40,836


$
11,055


$
51,891


$
37,432


$
7,941


$
45,373


$
35,807


$
7,594


$
43,401    F-90




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    U.S.

Non-U.S. RangesDiscount rate for obligations


5.65
%


2.25
% - 5.60%Discount rate for expense


6.25
%


2.00
% - 6.70%Compensation increase rate for obligations


4.00
%


3.00
% - 4.60%Compensation increase rate for expense


4.00
%


2.50
% - 5.40%Long-term rate of return on plan assets


8.00
%


1.00
% - 6.00%   expected-to-be-available
    2010


2009U.S.


Non-U.S.


Total


U.S.


Non-U.S.


TotalAccumulated benefit obligation

$
506,206


$
195,135


$
701,341


$
417,633


$
143,184


$
560,817Change in benefit obligationBenefit obligation, beginning of year

$
463,831


$
148,123


$
611,954


$
382,670


$
197,143


$
579,813Service cost


43,261



4,757



48,018



40,013



2,008



42,021Interest cost


28,453



8,875



37,328



23,344



7,690



31,034Employee contributions


8,901



365



9,266



8,893



366



9,259Plan amendments


1,333







1,333



1,821







1,821Actuarial (gain) loss


44,330



10,894



55,224



(1,191
)


(6,032
)


(7,223
)Business combinations






39,228



39,228











Adjustment for change in measurement date














15,839







15,839Foreign currency exchange rate changes






10,369



10,369







(42,478
)


(42,478
)Benefits paid


(7,403
)


(8,242
)


(15,645
)


(7,558
)


(10,574
)


(18,132
)Benefit obligation, end of year

$
582,706


$
214,369


$
797,075


$
463,831


$
148,123


$
611,954Change in plan assetsPlan assets at fair value, beginning of year

$
272,650


$
46,271


$
318,921


$
334,795


$
69,474


$
404,269Actual return on plan assets


119,439



13,279



132,718



(114,983
)


(8,819
)


(123,802
)Employee contributions


8,901



365



9,266



8,893



366



9,259Employer contributions


46,258



12,228



58,486



51,503



11,089



62,592Business combinations






38,124



38,124











Benefits paid from plan assets


(7,403
)


(8,242
)


(15,645
)


(7,558
)


(10,574
)


(18,132
)Foreign currency exchange rate changes






3,190



3,190







(15,265
)


(15,265
)Plan assets at fair value, end of year

$
439,845


$
105,215


$
545,060


$
272,650


$
46,271


$
318,921 F-91




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  2010


2009U.S.


Non-U.S.


Total


U.S.


Non-U.S.


TotalAccrued cost as included in the combined balance sheetsNoncurrent assets

$



$
7,468


$
7,468


$



$
1,648


$
1,648Other current liabilities


(965
)


(5,496
)


(6,461
)


(681
)


(4,791
)


(5,472
)Noncurrent benefit obligation


(141,895
)


(111,127
)


(253,022
)


(190,500
)


(98,709
)


(289,209
)Net benefit obligation

$
(142,860
)

$
(109,155
)

$
(252,015
)

$
(191,181
)

$
(101,852
)

$
(293,033
)Amounts recognized in accumulated other comprehensive (loss)
    income consist ofNet actuarial (loss) gain

$
(80,848
)

$
(6,203
)

$
(87,051
)

$
(124,637
)

$
(6,516
)

$
(131,153
)Prior service cost


(4,297
)






(4,297
)


(3,407
)






(3,407
)Net amount recognized, before tax effect

$
(85,145
)

$
(6,203
)

$
(91,348
)

$
(128,044
)

$
(6,516
)

$
(134,560
)     Assets at Fair Valueas of March 31, 2010Level 1


Level 2


Level 3


TotalEquities

$
68,006


$



$



$
68,006Corporate and municipal obligations


26,389











26,389Pooled funds and mutual funds






9,767







9,767Common collective trusts






333,251







333,251Money market funds


10,043











10,043Investment contracts issued by insurance companies






34,673







34,673Fixed income






62,931







62,931Total assets at fair value

$
104,438


$
440,622


$



$
545,060   Assets at Fair Valueas of March 31, 2009Level 1


Level 2


Level 3


TotalEquities

$
42,251


$



$



$
42,251Corporate and municipal obligations


17,868











17,868Pooled funds and mutual funds






37,540







37,540Common collective trusts






173,144







173,144Money market funds


11,901











11,901Investments in real estate equities


693











693Fixed income






35,524







35,524Total assets at fair value

$
72,713


$
246,208


$



$
318,921  F-92




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  THE
    U.S. PLANS
        Policy Index Weight

Asset Category

Market Benchmark Index50%

U.S. Equity

Wilshire 500020%

International Equity

MSCI ACWI ex-U.S.30%

Fixed Income

Lehman Aggregate Bond Index

Cash Equivalents

U.S. Treasury Bills     THE
    NON-U.S.
    PLANS
  Non-U.S. Plans
    Non-U.S. Plans
  Average PolicyIndex Weight

Asset Category

Market Benchmark Index25%

EMU

MSCI EMU net dividends reinvestment25%

Global ex EMU

MSCI World ex-EMU net dividends reinvestment32%

Bonds EMU

JPM EMU10%

Bonds EMU Corporate

iBoxx Euro Corporate Bonds8%

Real Estate EMU

EPRA Eurozone  F-93




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Asset Category

Target


ActualU.S. Plans:U.S. equity securities


50
%


53
%Non-U.S.
    equity securities


20



20Debt securities


30



27Total


100
%


100
%Non-U.S.
    Plans:Equities


34
%


32
%Corporate and municipal obligations


32



25Investments contracts issued by insurance companies


34



35Money market funds






8Total


100
%


100
%   Non-U.S. plan
    U.S.

Non-U.S.

TotalFiscal years ending March 31:2011

$
9,954


$
8,835


$
18,7892012


12,681



7,896



20,5772013


15,869



9,935



25,8042014


19,815



8,325



28,1402015


23,927



10,264



34,1912016-2019


200,314



64,087



264,401     U.S.

Non-U.S.

TotalExpected contributions

$
965


$
11,509


$
12,474   OTHER
    POSTRETIREMENT BENEFIT PLANS
       F-94




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      2010


2009


2008Service cost

$
1,637


$
1,837


$
2,577Interest cost


2,478



2,826



3,799Expected return on plan assets


(2,000
)


(2,150
)


(2,157
)Amortization of prior service cost


(233
)






Net (gain) loss


(1,584
)


(1,546
)


Net periodic postretirement benefit costs

$
298


$
967


$
4,219       Discount rate for obligations


5.10
%Discount rate for expense


6.00
%Healthcare cost trend rates:Pre-age 65


5.50
%Post-age 65


3.50
%Compensation increase rate for obligations


4.00
%Compensation increase rate for expense


4.00
%Long-term rate of return on plan assets


7.25
%     1% Increase

1% DecreaseEffect on total service and interest costs

$
26


$
(23
)Effect on postretirement benefit obligation

$
220


$
(195
)  F-95




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Change in benefit obligationBenefit obligation, beginning of year

$
48,703


$
47,329Service cost


1,637



1,838Interest cost


2,478



2,826Plan amendments






(2,216
)Employee contributions


1,699



Adjustment for change in measurement date






1,166Actuarial (gain) loss


(1,938
)


3,084Benefits paid


(4,324
)


(5,324
)Benefit obligation, end of year

$
48,255


$
48,703Net actuarial gain recognized in accumulated other comprehensive
    income, before tax effect

$
22,918


$
22,797     2011

$
2,7322012


3,2202013


3,4242014


3,7432015


3,9982016-2019


22,155   SAVINGS
    PLANS
      8.
    INCOME
    TAXES   F-96




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      2010


2009


2008Current income taxes:U.S. Federal

$
4,730


$
6,444


$
(2,752
)State


1,515







(752
)Foreign


51,690



42,313



57,082Total current income taxes


57,935



48,757



53,578Deferred income taxes:U.S. Federal


37,324



11,288



(9,936
)State


4,417



3,177



(729
)Foreign


(29,655
)


(15,574
)


(18,737
)Total deferred income taxes


12,086



(1,109
)


(29,402
)Total income tax provision presented in combined statements of
    operations and comprehensive income

$
70,021


$
47,648


$
24,176     2010


2009


2008U.S. income

$
115,067


$
26,939


$
(34,032
)Foreign income


47,601



88,553



168,527Income before income taxes and noncontrolling interest

$
162,668


$
115,492


$
134,495  F-97




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Income tax expense, computed at the statutory rate of 35%

$
56,934


$
40,422


$
47,073State income taxes, net of U.S. Federal income tax effect


3,969



916



(963
)Tax effect of foreign earnings


2,821



(1,983
)


(3,763
)Changes to valuation allowances


1,691



2,262



1,808Non-U.S.
    statutory rate reduction






(1,073
)


(18,320
)Other permanent differences


(780
)


1,492



(1,659
)Reserve for uncertain tax positions


4,264



3,311



Provision-to-return
    adjustments


1,122



2,301



Total income tax expense

$
70,021


$
47,648


$
24,176Effective tax rate


43.0
%


41.3
%


18.0
%     2010


2009Current deferred income tax assets and liabilities:Compensation and benefits

$
24,214


$
17,406Inventory


16,809



8,633Deferred revenue and contract reserves


16,798



23,482Decommissioning


9,330



3,095Product warranty


5,630



4,816General liability


4,048



4,102Other


(531
)


7,022Subtotal


76,298



68,556Valuation allowance






(699
)Net current deferred tax asset

$
76,298


$
67,857  F-98




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Long-term deferred income tax assets and liabilities:Net operating loss carryforwards

$
267,532


$
328,268Decommissioning


73,538



73,468Compensation and benefits


63,484



85,596Fixed assets


(74,027
)


(59,799
)Inventory


(82,572
)


(76,865
)Goodwill and intangible assets


(737,274
)


(711,625
)Other


129,487



53,958Subtotal


(359,832
)


(306,999
)Valuation allowance


(32,622
)


(17,331
)Net long-term deferred tax liabilities

$
(392,454
)

$
(324,330
)Total net deferred income tax liabilities

$
(316,156
)

$
(256,473
)   non-U.S. net
    non-U.S. net
     F-99




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Unrecognized tax benefit, beginning of year

$
8,643


$
9,129Increases in tax positions in current year


6,775



1,614Decrease in tax positions from prior year


(1,342
)


(2,100
)Lapse of statute of limitations or closed audits






Unrecognized tax benefits, end of year

$
14,076


$
8,643             9.
    INVENTORIES    2010


2009Raw materials and consumables

$
137,896


$
88,193Work in process


143,311



108,196Finished goods


214,495



122,405Engineering inventory


6,618



6,236Uranium inventory


105,621



206,952Gross inventories


607,941



531,982Inventory reserve


(16,399
)


(17,103
)Inventories

$
591,542


$
514,879    F-100




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  10.
    PROPERTY,
    PLANT AND EQUIPMENT    2010


2009Land

$
48,308


$
20,940Buildings and improvements


290,777



142,839Machinery and equipment


600,606



384,460Construction in progress


188,110



166,494Total


1,127,801



714,733Less accumulated depreciation


257,361



146,657Property, plant and equipment, net

$
870,440


$
568,076     2010


2009


2008Cost of goods sold

$
77,062


$
53,042


$
48,073Marketing, administrative and general expenses


13,020



18,032



13,227Total

$
90,082


$
71,074


$
61,300   11.
    OTHER
    CURRENT AND NONCURRENT ASSETS    2010


2009Other current assets:Prepaid insurance, taxes and other services

$
97,524


$
83,438Derivative instruments, at fair value


19,892



14,150Indemnity for Hematite decommissioning


15,717



13,613Other


18,911



22,190Other current assets

$
152,044


$
133,391Other noncurrent assets:Indemnity for Hematite decommissioning

$
54,702


$
51,462Contractual asset for postretirement benefit costs


29,505



28,693Pension asset


7,468



1,648Restricted cash


751



751Other


27,498



10,711Other noncurrent assets

$
119,924


$
93,265    F-101




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  12.
    URANIUM
    ASSETS      2010


2009Inventory held for sale under contract

$
40,355


$
76,189Surplus available for sale


65,266



130,763Gross uranium inventory


105,621



206,952Reserve to reduce cost to market


(827
)


(2,951
)Net uranium inventory


104,794



204,001Uranium working stock


483,569



460,919Uranium leased to external party


3,237



Net uranium assets

$
591,600


$
664,920   13.
    DEBT AND
    CREDIT FACILITIES  Revolving credit facilities
   F-102




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  14.
    OTHER
    CURRENT AND NONCURRENT LIABILITIES    2010


2009Other current liabilities:Vacation liability

$
77,446


$
65,758Accrued payroll and other employee compensation


65,723



71,702Accrued income and other taxes


40,863



29,777Reserve for decommissioning matters


37,205



29,190Contract and other reserves


33,163



54,319Accrued royalties and commissions


28,421



41,472Derivative instruments, at fair value


24,834



85,622Accrued product warranty


14,155



18,534Settlement obligations to provide future discounts


11,382



15,806Contractually obligated liabilities


10,500



10,500Pension liability


6,461



5,472Environmental liabilities


3,106



7,227Obligations under capital leases


1,735



163Other


107,324



44,341Other current liabilities

$
462,318


$
479,883   2010


2009Other noncurrent liabilities:Environmental liabilities

$
68,884


$
24,391Obligations under capital leases


48,902



2,573Accrued royalties and commissions


31,004



6,896Accrued product warranty


22,419



19,117Unfavorable lease reserve


2,147



4,723Reserve for contract losses


754



894Other


48,661



38,904Other noncurrent liabilities

$
222,771


$
97,498   15.
    STOCKHOLDERS
    EQUITY     F-103




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
        16.
    ACCUMULATED
    OTHER COMPREHENSIVE LOSS    2010


2009Net unrealized gain (loss) on derivatives

$
4,102


$
(23,296
)Unrealized (loss) on foreign currency translation


(512,933
)


(626,917
)Pension and other postretirement benefits adjustment


(43,650
)


(70,232
)Accumulated other comprehensive loss

$
(552,481
)

$
(720,445
)   17.
    COMMITMENTS
    AND CONTINGENCIES  Prior acquisition
  Product warranty
 F-104




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Balance, beginning of year

$
37,651


$
42,385Liabilities settled


(12,099
)


(16,160
)Additional liabilities accrued


11,978



14,142Foreign currency translation effect


(956
)


(2,716
)Balance, end of year

$
36,574


$
37,651Recorded in balance sheet as:Other current liabilities

$
14,155


$
18,534Other noncurrent liabilities


22,419



19,117Balance, end of year

$
36,574


$
37,651   General
  Environmental matters
     F-105




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Unconditional purchase obligations 
  For the fiscal year ending March 31:2011

$
36,4772012


59,5332013


114,9722014


114,8522015


27,623Thereafter


19,267Unconditional purchase obligations

$
372,724     Commitments
  Other
  18.
    SALES OF
    AP1000 NUCLEAR PLANTS    AP1000
    DESIGN FINALIZATION STATUS
    CHINA
   F-106




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    percentage-of-completion
    U.S.
    percentage-of-completion
    PROGRESS
    ENERGY FLORIDA (PEF)
   F-107




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  19.
    LEASES      For the fiscal year ending March 31:2011

$
51,5372012


35,8142013


33,3292014


28,2152015


25,323Thereafter


236,077Minimum lease payments

$
410,295           For the fiscal year ending March 31:2011

$
3,5442012


3,2232013


3,2212014


3,1992015


3,146Thereafter


60,189Total future minimum lease payments


76,522Less amounts representing interest


25,885Present value of minimum lease payments

$
50,637  F-108




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  20.
    RELATED-PARTY
    TRANSACTIONS    2010


2009Related-party receivables

$
615,119


$
213,824Related-party payables

$
40,447


$
51,788Note due to related party

$
104,954


$
     March 31, 2010Lender

Borrower

Receivable


Accrued Interest


Interest RateWestinghouse

Toshiba International Finance (UK) plc.

$
382,041


$
20



*0.52
%Westinghouse

Toshiba America Capital Corp.

$
211,000


$
2



0.18
%TNEH-UK

Toshiba International Finance (UK) plc.

$
5,995


$
1



0.60
%TNEH-US

Toshiba America Capital Corp.

$
4,000


$




0.19
%$
603,036   March 31, 2009Lender

Borrower

Receivable


Accrued Interest


Interest RateWestinghouse

Toshiba International Finance (UK) plc.

$
77,381


$
7



**0.84
%Westinghouse

Toshiba America Capital Corp.

$
100,000


$
3



5.29
%TNEH-UK

Toshiba International Finance (UK) plc.

$
18,903


$
2



5.82
%TNEH-US

Toshiba America Capital Corp.

$
11,400


$




0.44
%$
207,684     *
    
    Weighted average interest rate for seven separate loans.**
    
    Weighted average interest rate for three separate loans.     F-109




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Revenue

$
67,021


$
49,891


$
18,897Cost of goods sold

$
263,978


$
46,434


$
3,711Marketing, administrative and general expenses

$
1,858


$
299


$
124  F-110