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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, 2008oro

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

72-1106167(State or other jurisdiction
    of
    incorporation or organization)

(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 Rightswith 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-K Form 10-K Form 10-K. o
    Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

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 ICautionary Statement Regarding Forward-Looking
    Statements


2Item 1.


Business


2Item 1A.


Risk Factors


16Item 1B.


Unresolved Staff Comments


33Item 2.


Properties


34Item 3.


Legal Proceedings


35Item 4.


Submission of Matters to a Vote of Security
    Holders


35PART IIItem 5.


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


35Item 6.


Selected Financial Data


37Item 7.


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


37Item 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


177Item 9A.


Controls and Procedures


177Item 9B.


Other Information


181PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


181Item 11.


Executive Compensation


184Item 12.


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


184Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


184Item 14.


Principal Accounting Fees and Services


184PART IVItem 15.


Exhibits, Financial Statement Schedules


185EX-21.1EX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-32.1EX-32.2    EXPLANATORY
    NOTE
  Form 10-K Form 10-K.
 1




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PART I CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K  Form 10-K,
    Item 1.
    Business.           2




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Reportable
    Segments
    
    Fossil & Nuclear,
    Environmental & Infrastructure (E&I),
    Energy & Chemicals (E&C),
    Maintenance,
    Fabrication & Manufacturing (F&M),
    Investment in Westinghouse, and
    Corporate    Fossil &
    Nuclear Segment
    Nuclear.
 3




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Clean Coal-Fired Generation.
  Air Quality Control (AQC).
  North
    Carolina v. EPA No. 05-1244). cap-and-trade
   4




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Gas-Fired Generation.
  E&I
    Segment
    Federal Markets.
     5




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Commercial, State and Local Markets.
  Coastal and Natural Resource Restoration.
  Transportation and General Infrastructure.
  Ports and Marine Facilities.
 6




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E&C
    Segment
    Chemicals.
  Refining.
    Ethylene. start-ups
  and/or
 7




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Maintenance
    Segment
    Nuclear Plant Maintenance and
    Modifications.
    Fossil Plant Maintenance and Modifications.
  Chemical Plant Maintenance and Capital Construction
    Services.
   8




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F&M
    Segment
    Pipe Fabrication. man-hours
      Structural Steel Fabrication.
  Manufacturing and Distribution.
  Module Fabrication Facility.
  Investment
    in Westinghouse Segment
   9




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Corporate
    Segment
    Comments
    Regarding Future Operations
    Customers,
    Marketing and Seasonality
     10




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Employees
      Raw
    Materials and Suppliers
          Industry
    Certifications
   11




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Patents,
    Tradenames and Licenses and Other Intellectual
    Property
  tm tm
    ®
    Competition
     12




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Financial
    Information about Segments and Geographic Areas
    Backlog
    of Unfilled Orders
  project-by-project and/or
  
  Types of
    Contracts
  mark-up agreed-upon
     13




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
  Environmental
    Matters
  and/or
   14




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Massachusetts, et al. v. EPA
      Available
    Information
  http://www.shawgrp.com, Form 10-K, Form 10-Q, Form 8-K http://www.sec.gov. 1-800-SEC-0330.
  Certifications
  Form 10-K.
 15




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Item 1A.Risk
    Factors  The risks described below could materially and adversely
    affect our 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 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
    imitations on forward-looking statements under Cautionary
    Statement Regarding Forward-Looking Statements. All
    forward-looking statements made by us are qualified by the risk
    factors described below.
  Risks
    Related to Our Operations
  The
    dollar amount of our backlog of unfilled orders, as stated at
    any given time, is subject to unexpected adjustments and
    cancellations and is, therefore, not necessarily indicative of
    our future revenues or earnings.
  and/or
       16




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Demand
    for our products and services is cyclical and vulnerable to
    sudden economic downturns and reductions in private industry and
    government spending. If general economic conditions continue to
    weaken and current constraints on the availability of capital
    continue, then our revenues, profits and our financial condition
    may rapidly deteriorate.
        Our
    results of operations depend on new contract awards, and the
    selection process and timing for performing these contracts are
    not within our control.
    The
    nature of our contracts, particularly our fixed-price contracts,
    could adversely affect us.
   17




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
    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 costs 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
    The
    ability of our customers to receive or be delayed in receiving
    the applicable regulatory and environmental approvals relating
    to projects.
   18




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Our
    projects may encounter difficulties that may result in
    additional costs to us, including but not limited to, reductions
    in revenues, claims, disputes and the payment of
    damages.
  and/or and/or
    Our
    use of the percentage-of-completion accounting method could
    result in a reduction or elimination of previously reported
    profits.
    The
    nature of our projects exposes us to potential professional
    liability, product liability, warranty and other claims, which
    may reduce our profits.
   19




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Our
    failure to meet schedule or performance requirements of our
    contracts could adversely affect our
    profitability.
    Our
    dependence on joint venture or consortium partners,
    subcontractors and equipment manufacturers could expose us to
    the risk of loss.
   20




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If our
    partners fail to perform their contractual obligations on a
    project, we could be exposed to 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
  The
    U.S. government can audit and disallow costs reimbursed under
    our government contracts and can terminate contracts without
    cause.
        Each
    year, some of our government contracts may be dependent on the
    legislative appropriations process. If legislative
    appropriations are not made in subsequent years of a
    multiple-year government contract, we may not realize all of our
    potential revenues and profits from that contract.
  year-by-year
  Actual
    results could differ from the estimates and assumptions that we
    use to prepare our financial statements.
   21




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
    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;
    recoverability of inventory and application of lower of cost or
    market accounting;
    provisions for uncollectible receivables and customer 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 liabilities, including litigation and
    insurance reserves.    Risks
    related to our Investment in Westinghouse could have an adverse
    effect on us.
          Our
    environmental and infrastructure operations may subject us to
    potential contractual and operational costs and
    liabilities.
  and/or
 22




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We are
    exposed to certain risks associated with our integrated
    environmental solutions businesses.
  and/or and/or
   23




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The
    limitation or the modification of the Price-Anderson Acts
    indemnification authority could adversely affect our
    business.
    Environmental
    factors and changes in laws and regulations could increase our
    costs and liabilities and affect the demand for our
    services.
    
    emissions into the air;
    discharges into waterways;
    generation, storage, handling, treatment, transport and disposal
    of waste materials and hazardous substances; and
    health and safety.      Massachusetts, et al. v. EPA Massachusetts Massachusetts
 24




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Our
    dependence on one or a few customers could adversely affect
    us.
      project-by-project
  If we
    experience delays and/or defaults in customer payments, we could
    be unable to recover all expenditures.
    We
    face substantial competition in each of our business
    segments.
   25




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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;
    political risks, including risks of loss due to civil strife,
    acts of war, guerrilla activities and insurrection;
    risk of uncollectible accounts and longer collection cycles;
    currency fluctuations;
    logistical and communications challenges;
    potential adverse changes in laws and regulatory practices,
    including embargoes, export license requirements, trade
    barriers, increased tariffs and taxes;
    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 26




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
    interruptions or delays in international shipping.  We
    could be adversely affected by violations of the U.S. Foreign
    Corrupt Practices Act and similar worldwide anti-bribery
    laws.
  non-U.S. officials
  Work
    stoppages and other labor problems could adversely affect
    us.
    Foreign
    exchange risks may affect our ability to realize a profit from
    certain projects or to obtain projects.
      Our
    earnings could be negatively impacted if we write off a
    significant amount of intangible assets or long-lived
    assets.
   27




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We may
    incur unexpected liabilities associated with our
    acquisitions.
        Difficulties
    integrating acquired businesses and assets could adversely
    affect us.
    
    we may not identify or complete future acquisitions conducive to
    our current business strategy;
    any future acquisition activities may not be completed
    successfully as a result of potential strategy changes,
    competitor activities and other unforeseen elements associated
    with merger and acquisition activities;
    valuation methodologies may not accurately capture the value
    proposition;
    future completed acquisitions may not be integrated within our
    operations with the efficiency and effectiveness initially
    expected, which could detrimentally affect the associated
    product service line financial results and pose additional risks
    to our operations as a whole;
    we may have difficulty managing the growth from our merger and
    acquisition activities;
    key personnel within an acquired organization may resign from
    their related positions, resulting in a significant loss to our
    strategic and operational efficiency associated with the
    acquired company;
    the effectiveness of our daily operations may be reduced by the
    redirection of employees and other resources to acquisition
    activities;
    we may assume liabilities of an acquired business (e.g.,
    litigation, tax liabilities, contingent liabilities,
    environmental issues), including liabilities that were unknown
    at the time of the acquisition, that pose future risks to our
    working capital needs, cash flows and the profitability of
    related operations;
    business acquisitions often may include unforeseen substantial
    transactional costs to complete the acquisition that exceed the
    estimated financial and operational benefits;
    we may experience significant difficulties in integrating our
    current system of internal controls into the acquired
    operations; and
    future acquisitions may require us to obtain additional equity
    or debt financing, which may not be available on attractive
    terms. 28




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Our
    failure to attract and retain qualified personnel, including key
    officers, could have an adverse effect on us.
      Risks
    Related to Our Liquidity and Capital Resources
  We may
    not be able to raise additional capital or obtain additional
    financing if needed.
    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 Credit
    Facility.
     29




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Restrictive
    covenants in our Credit Facility may restrict our ability to
    pursue our business strategies.
    
    incur additional 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.      Our
    ability to obtain adequate bonding and, as a result, to bid on
    new work could have a material adverse effect on our future
    revenues and business prospects.
   30




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Downgrades
    by rating agencies may require us to modify existing bonding
    facilities or obtain new bonding facilities.
    Because
    of the capital-intensive nature of our business, we are
    vulnerable to reductions in our liquidity.
      
    have less operating flexibility due to restrictions that could
    be imposed by our creditors, including restrictions on incurring
    additional debt, creating liens on our properties and paying
    dividends;
    have less success in obtaining new contracts if our sureties or
    our lenders limited our ability to provide new performance bonds
    or letters of credit for our projects;
    be required to dedicate a substantial portion of our cash flows
    from operations to the repayment of debt and the interest
    associated with that debt;
    incur increased lending fees, costs and interest rates; and


    experience difficulty in financing future acquisitions
    and/or
    continuing operations.    Our
    borrowing levels and debt service obligations could adversely
    affect our financial condition and impair our ability to fulfill
    our obligations under our Credit 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; 31




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
    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.    Risks
    Related to Our Financial Reporting and Corporate
    Governance
  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
    by-laws that may discourage a change of control of our
    company.
     32




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Other
    Risk Factors
  Lawsuits
    and regulatory proceedings could adversely affect our
    business.
  and/or
    If we
    are unable to enforce our intellectual property rights or if our
    technology becomes obsolete, our competitive position could be
    adversely impacted.
        Item 1B.
    Unresolved
    Staff Comments   33




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Item 2.
    Properties    Owned/Location

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

Fossil & Nuclear/E&I

LeasedCharlotte, NC

Office Building

Fossil & Nuclear

LeasedCharlotte, NC

Office Building

Fossil & Nuclear

LeasedCherry Hill, NJ

Office Building

E&I/Fossil & Nuclear

LeasedClearfield, UT

Pipe Fabrication Facility

F&M

LeasedConcord, CA

Office Building

E&I

LeasedDecatur, GA

Warehouse

F&M

LeasedDelcambre, LA

Manufacturing Facility

Maintenance

OwnedDerby, United Kingdom

Manufacturing Facility

Fossil & Nuclear

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

LeasedHouston, TX

Pipe Fittings Distribution Facility

F&M

LeasedIrvine, CA

Office Building

E&I

LeasedKnoxville, TN

Office Building & Laboratory

E&I

LeasedKnoxville, TN

Warehouse

E&I

LeasedLaPorte, TX

Manufacturing Facility

Maintenance

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

LeasedMonroeville, PA

Office Building & Storage

E&I

LeasedMoorestown, NJ

Office Building

Fossil & Nuclear

LeasedNew Brunswick, NJ

Manufacturing Facility

F&M

LeasedNorwood, OH

Office Building

E&I

OwnedPrairieville, LA

Pipe Fabrication Facility

F&M

OwnedSt. Paul, VA

Warehouse

Fossil & Nuclear

LeasedShreveport, LA

Manufacturing Facility

F&M

OwnedShreveport, LA

Piping Components & Manufacturing Facility

F&M

OwnedStoughton, MA

Office Building

Fossil & Nuclear/E&C

LeasedToronto, Canada

Office Building

E&C

LeasedTrenton, NJ

Office Building

Fossil & Nuclear/E&I

LeasedTulsa, OK

Pipe Fabrication Facility

F&M

OwnedWalker, LA

Office Building and Pipe Fabrication Facility

F&M

OwnedWalker, LA

Pipe Fittings Distribution Facility

F&M

OwnedWest Monroe, LA

Pipe Fabrication Facility

F&M

Owned  34




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  General
    High


LowFiscal Year ended August 31, 2007First Quarter


29.93



22.39Second Quarter


35.73



28.87Third Quarter


41.25



28.60Fourth Quarter


61.56



37.59Fiscal Year ended August 31, 2008First Quarter


77.30



48.33Second Quarter


69.25



45.00Third Quarter


65.33



46.80Fourth Quarter


66.61



47.20       35




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Stock
    Performance Graph
      COMPARISON
    OF FIVE YEAR CUMULATIVE SHAREHOLDER TOTAL RETURN*
 Among The Shaw Group Inc., The S&P Smallcap 600 Index
    And Peer Group
  
  8/03


8/04


8/05


8/06


8/07


8/08The Shaw Group Inc.



100.00




116.14




238.15




283.97




564.90




559.14S&P 600 SmallCap



100.00




114.86




145.29




155.65




177.86




166.83Peer Group



100.00




103.41




161.70




214.60




329.28




374.83   
  ©
  THE
    FOREGOING GRAPH REPRESENTS HISTORICAL STOCK PRICE PERFORMANCE
    AND
 IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
    PERFORMANCE.
   36




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

2008


2007


2006


2005


2004(1)Consolidated Statements of OperationsRevenues

$
6,998.0


$
5,723.7


$
4,775.6


$
3,267.7


$
3,016.3Income (loss) from continuing operations

$
140.7


$
(19.0
)

$
50.2


$
17.1


$
(27.8
)Diluted income (loss) per common share from continuing operations

$
1.67


$
(0.24
)

$
0.63


$
0.25


$
(0.48
)Consolidated Balance SheetsTotal assets

$
4,587.3


$
3,894.4


$
2,537.1


$
2,096.2


$
2,053.4Long-term debt and capital lease obligations, net of current
    maturities

$
1,165.6


$
1,096.8


$
173.5


$
65.4


$
261.2Cash dividends declared per common share

$



$



$



$



$
     (1)
    
    Includes the acquisition of certain assets of Energy Delivery
    Services, Inc., Coastal Engineering and Environmental
    Consultants Inc. and LFG&E International, Inc. in fiscal
    year 2004.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K CAUTIONARY STATEMENT REGARDING
    FORWARD-LOOKING STATEMENTS
  Overview
   37




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##### Table of Contents



this 10-K
              Consolidated
    Results of Operations
  Consolidated
    Revenues:
  For the Year Ended August 31,(Dollars in millions)

2008


2007


2006Amount

$
6,998.0


$
5,723.7


$
4,775.6$ Change from prior period


1,274.3



948.1% Change from prior period


22.3
%


19.9
%    38




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##### Table of Contents



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

2008


2007


2006Amount

$
586.0


$
375.4


$
321.0$ Change from prior period


210.6



54.4% Change from prior period


56.1
%


17.0
%     Consolidated
    General & Administrative Expenses
    (G&A):
  For the Year Ended August 31,(Dollars in millions)

2008


2007


2006Amount

$
276.3


$
274.5


$
225.6$ Change from prior period


1.8



48.9% Change from prior period


0.7
%


21.7
%     Consolidated
    Interest Expense:
  For the Year Ended August 31,(Dollars in millions)

2008


2007


2006Amount

$
45.9


$
43.4


$
19.2$ Change from prior period


2.5



24.2% Change from prior period


5.8
%


126.0
%    39




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##### Table of Contents



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

2008


2007


2006Amount

$
71.4


$
10.7


$
17.6$ Change from prior period


60.7



(6.9
)% Change from prior period


567.3
%


(39.2
)%     Consolidated
    Earnings (Losses) from Unconsolidated Entities:
  For the Year Ended August 31,(Dollars in millions)

2008


2007


2006Amount

$
17.7


$
(23.7
)

$
2.1$ Change from prior period


41.4



(25.8
)% Change from prior period


NM
%


NM
%         Consolidated
    Net Income (Loss):
  For the Year Ended August 31,(Dollars in millions)

2008


2007


2006Amount

$
140.7


$
(19.0
)

$
50.2$ Change from prior period


159.7



(69.2
)% Change from prior period


NM
%


(137.9
)%        40




---



##### Table of Contents



Segment
    Results of Operations
      Fiscal Year Ended August 31,2008


2007


2006Revenues:Fossil & Nuclear

$
2,655.1


$
1,635.6


$
849.0E&I


1,462.1



1,469.3



2,115.3E&C


1,283.3



1,063.9



587.6Maintenance


1,018.2



1,081.5



904.0F&M


576.6



472.8



319.7Corporate


2.7



0.6



Total revenues

$
6,998.0


$
5,723.7


$
4,775.6Gross profit:Fossil & Nuclear

$
153.1


$
75.0


$
4.6E&I


105.9



94.7



197.1E&C


124.2



70.2



22.6Maintenance


49.4



19.9



29.4F&M


150.0



115.0



67.3Corporate


3.4



0.6



Total gross profit

$
586.0


$
375.4


$
321.0Gross profit percentage:Fossil & Nuclear


5.8
%


4.6
%


0.5
%E&I


7.2



6.5



9.3E&C


9.7



6.6



3.8Maintenance


4.9



1.8



3.3F&M


26.0



24.3



21.1Corporate


NM



NM



Total gross profit percentage


8.4
%


6.6
%


6.7
%Income (loss) before income taxes, minority interest,
    earnings (losses) from unconsolidated entities:Fossil & Nuclear

$
112.7


$
42.3


$
(18.1
)E&I


39.3



18.3



124.7E&C


97.4



35.2



7.0Maintenance


33.8



9.3



18.1F&M


126.8



91.2



48.2Investment in Westinghouse


(107.9
)


(66.7
)


Corporate


(81.6
)


(96.4
)


(99.5
)Total Income (loss) before income taxes, minority interest,
    earnings (losses) from unconsolidated entities and income (loss)
    from discontinued operations

$
220.5


$
33.2


$
80.4      41




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##### Table of Contents



Fiscal Year Ended August 31,2008


2007


2006Industry

(In millions)


%


(In millions)


%


(In millions)


%Environmental and Infrastructure

$
1,462.1



21


$
1,469.3



26


$
2,115.3



44Power Generation


3,258.7



47



2,336.2



41



1,424.0



30Chemicals


2,096.9



29



1,758.0



31



1,103.6



23Other


180.3



3



160.2



2



132.7



3Total revenues

$
6,998.0



100
%

$
5,723.7



100
%

$
4,775.6



100
%     Fiscal Year Ended August 31,2008


2007


2006Geographic Region

(In millions)


%


(In millions)


%


(In millions)


%United States

$
5,422.2



78


$
4,525.1



79


$
4,197.8



88Asia/Pacific Rim countries


573.0



8



224.3



4



161.4



3Middle East


719.5



10



789.4



14



293.3



6United Kingdom and other European Countries


193.9



3



133.8



2



73.7



2South America and Mexico


33.6



1



22.4



1



24.9



1Canada


25.4







15.2







17.3



Other


30.4







13.5







7.2



Total revenues

$
6,998.0



100
%

$
5,723.7



100
%

$
4,775.6



100
%   Segment
    Analysis  Fiscal Year 2008 Compared to Fiscal Year
    2007
  Fossil &
    Nuclear Segment
    Revenues
    
    commencing
    and/or
    continuing EPC work on six new coal fired power plants in the
    United States;
    continued progress on emission reduction projects such as Flue
    Gas Desulphurization (FGD) projects at coal fired power plants
    as full work authorizations were received and progress
    accelerated;
    continued activity on other coal-fired power plant and Air
    Quality Control Systems (AQCS); and
    an increase in our nuclear activity due primarily to our
    services contract (with a limited supply of equipment) for four
    AP1000 nuclear reactor units in China and preliminary
    engineering work on domestic AP1000 units that were awarded
    in fiscal year 2008.   42




---



##### Table of Contents



Gross
    Profit and Gross Profit Percentage
    
    commencing and /or continuing EPC work on six new coal fired
    power plants plus new work and continuing progress on several
    major FGD and AQCS projects at other coal fired power plant
    projects; and
    an increase in our nuclear activity due to continued progress on
    our China nuclear project, other engineering design work and
    additional authorizations on AP1000 units.    
    a $26.0 million net reduction in gross profit for the year
    resulting from an increase in the estimated costs at completion
    on a fixed-price coal fired project due to increases in
    estimated field labor costs, availability of labor and certain
    indirect costs;
    a decrease due to several AQCS projects nearing substantial
    completion;
    increased costs on an international project completed in fiscal
    year 2008 where final settlement is currently in dispute with
    the main contractor; and  
    an increase in facilities costs, proposal and supervisory
    management costs incurred in anticipation of the development of
    the nuclear power market expected in the United States and
    certain international markets.    Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    E&I
    Segment
    Revenues
    
    a decrease in disaster recovery services in the gulf region of
    the U.S.; and
    a decrease commercial construction services. 43




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##### Table of Contents




    activity from two consolidated joint ventures providing services
    to the DOE; and
    an increase in services to our commercial consulting and
    engineering customers.  Gross
    Profit and Gross Profit Percentage
    
    a loss recognized on a fixed price project in the Middle East in
    fiscal year 2007 not incurred in 2008; and
    a favorable variance related labor utilization rates and a
    reduction in overhead labor and fringe costs.    
    a decrease in disaster recovery services in the gulf region of
    the U.S.; and
    a decrease in gross profit percentage from recording no gross
    profit on a consolidated military housing privatization joint
    venture.  Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    E&C
    Segment
    Revenues
    
    higher revenues related to demand for our engineering and
    engineered equipment for the petrochemical and refinery
    businesses;
    an increase in customer furnished materials ($527.6 million
    and $443.0 million for the fiscal years ended
    August 31, 2008 and 2007, respectively) on two major
    international petrochemical projects. No gross profit is
    recognized from customer furnished materials; and
    during fiscal year 2008 we began work on a major petrochemical
    plant in Singapore.    
    a decrease in services revenues from a major international
    petrochemical project that was at peak levels in the comparative
    prior fiscal year period; and
    a decrease in revenues from a gulf coast petrochemical fire
    rebuild project that was at a high services level in the
    comparative prior fiscal year period.   44




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##### Table of Contents



Gross
    Profit and Gross Profit Percentage
    
    increased activity primarily associated with our engineering and
    engineered equipment projects;
    a high level of contract losses recorded in the prior fiscal
    year as compared to the current fiscal year; and
    the release of license performance guarantees related to certain
    joint venture technology projects based on current estimates.    
    lower service activity on two petrochemical projects which were
    at peak levels in the prior fiscal year; and
    higher indirect expenses due to the growth of our business.  Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    Maintenance
    Segment
    Revenues
    
    completion of a major domestic power construction project in
    fiscal year 2007;
    the decision to no longer pursue maintenance work for an
    independent electric power company; and
    the overall decrease in the number of performed outages in the
    power maintenance industry.      Gross
    Profit and Gross Profit Percentage
   45




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##### Table of Contents



Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    F&M
    Segment
    Revenues
      Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
   46




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##### Table of Contents



Investment
    in Westinghouse Segment
    
    legal and professional fees including costs incurred during
    fiscal 2007 to obtain audited financial statements of
    Westinghouse in connection with the acquisition of
    $0.9 million and $2.9 million, respectively;
    interest expense on the Westinghouse Bonds including discount
    accretion, letter of credit fees and deferred financing cost
    amortization of approximately $37.4 million and
    $30.6 million, respectively; and
    foreign currency translation losses on the Westinghouse Bonds
    and the interest payment foreign currency forward contracts,
    net, of approximately $69.7 million and $33.2 million,
    respectively.          Corporate
  General
    and Administrative Expenses
   47




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Segment
    Analysis  Fiscal Year 2007 Compared to Fiscal Year
    2006
  Fossil &
    Nuclear Segment
    Revenues
    
    an increase in activity and commencement of work on our Air
    Quality Control Systems (AQCS) FGD on domestic
    U.S. projects that were awarded during fiscal years 2006
    and 2007;
    an increase in activity on two major clean coal power projects
    as these projects reached peak progress levels in fiscal year
    2007; and
    an increase in revenues from our nuclear division due to our
    China nuclear power plant award, domestic support of advanced
    passive AP1000 site specific design and evaluation as well as
    other engineering design work.    
    substantial completion in fiscal year 2006 of two major fossil
    power projects;
    a reduction in spending by key clients on transmission and
    distribution projects and lower revenues from storm restoration
    projects in fiscal year 2007.  Gross
    Profit and Gross Profit Percentage
    
    an increase in gross profit results on several AQCS FGD projects
    and two major coal power projects; and
    the fiscal year 2006 Wolf Hollow adverse litigation ruling
    resulting in $48.2 million reduction of revenue and gross
    profit in fiscal year 2006.    
    tentative and final settlements reached on claims and disputed
    amounts with the owner and major subcontractors on one
    substantially complete major EPC fossil power project
    contributing to the reduction in gross profit of
    $25.3 million during fiscal year 2007;
    a reduction of gross profit contributed from a major AQCS FGD
    project as it approached completion during fiscal year 2007;
    a decrease in distribution system activity by key clients,
    reduction in storm restoration projects, losses on transmission
    bid projects, and expected losses on certain long-term
    distribution contracts; and
    an increase in facilities costs, proposal costs and supervisory
    management labor due to growth in business activities in the
    Fossil & Nuclear segment.   48




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##### Table of Contents



Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities and income (loss) from discontinued
    operations
    E&I
    Segment
    Revenues
      
    activity from two consolidated joint ventures providing services
    to the DOE;
    services provided to commercial customers in the gulf and
    southeast regions of the U.S.;
    a recently consolidated military housing privatization joint
    venture; and
    domestic environmental services performed for
    U.S. government customers.  Gross
    Profit and Gross Profit Percentage
    
    significantly lower levels of disaster relief, emergency
    response and recovery services in fiscal year 2007 compared to
    the significant amount of work performed in fiscal year 2006;
    the negative impact in fiscal year 2007 of additional estimated
    costs to complete certain fixed unit price projects and reversal
    of previously recognized revenue;
    a loss recognized in fiscal year 2007 of $11.2 million on a
    fixed price project in Asia;
    a decrease in gross profit percentage earned on our consolidated
    joint ventures for the DOE; and
    a decrease in gross profit percentage resulting from recording
    no gross profit on the recently consolidated military housing
    privatization joint venture loss contracts now being recognized
    at break-even.    
    an increase in demand for services to commercial customers in
    the gulf and southeast regions of the U.S. and improved
    gross profit percentage earned on these services;
    an increase in gross profit and related gross profit percentage
    in federal environmental services; and
    the positive impacts from proposed final indirect billing rates
    for fiscal year 2006 and increased estimated billing rates
    resulting from negotiations relating to a prior fiscal year. 49




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##### Table of Contents



Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities and income (loss) from discontinued
    operations
    E&C
    Segment
    Revenues
    
    an increase in number of petrochemical projects in progress in
    fiscal year 2007 as compared to fiscal year 2006;
    an increase in volume of proprietary technology-related
    engineering work; and
    an increase in customer furnished materials ($423 million
    and $67 million for the fiscal years ended August 31,
    2007 and 2006, respectively) on a major international
    petrochemical project that was in the
    start-up
    phase in fiscal year 2006. No gross profit is recognized from
    customer furnished materials.    Gross
    Profit and Gross Profit Percentage
    
    contract activity on a major international petrochemical project
    due to the project working near peak activity level for the
    entire 2007 fiscal year;
    an increase in the number of other petrochemical projects in
    progress;
    an increase in volume of proprietary technology-related
    engineering work; and
    recognition, in fiscal year 2006 (prior comparative period), of
    losses on three refining projects totaling $21.0 million.    
    a charge of $11.3 million in fiscal year 2007 primarily
    related to an adjustment of a previously recorded claim and
    other cost increases on a completed contract; and
    contract losses of approximately $9.6 million recorded in
    fiscal year 2007 on a U.S. Gulf Coast EPC furnace contract.   50




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##### Table of Contents



Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities and income (loss) from discontinued
    operations
    Maintenance
    Segment
    Revenues
    
    increased market demand for capital construction services in the
    petrochemical industry;
    increased market demand in the power generation industry due to
    increased scopes of services for existing customers;
    major capital modifications at existing customer
    facilities; and
    customers schedules of nuclear refueling outages (nuclear
    reactor units generally undergo refueling after 18 to
    24 months; as a result, revenues in certain fiscal years
    are impacted by the timing of these refueling cycles).    Gross
    Profit and Gross Profit Percentage
      Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities and income (loss) from discontinued
    operations
    F&M
    Segment
   51




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##### Table of Contents



Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities and income (loss) from discontinued
    operations
    Investment
    in Westinghouse Segment
    
    legal and professional fees including costs incurred to obtain
    audited financial statements of Westinghouse in connection with
    the acquisition of $2.9 million;
    interest expense on the Westinghouse Bonds including discount
    accretion, letter of credit fees and deferred financing cost
    amortization of approximately $30.6 million; and
    foreign currency translation losses on the Westinghouse Bonds
    and the interest payment foreign currency forward contracts,
    net, of approximately $33.2 million.       52




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##### Table of Contents



Corporate
  General
    and Administrative Expenses
    Liquidity
    and Capital Resources
  Overview
    of Fiscal Years 2008, 2007 and 2006
    and/or
  rule 2a-7 and/or and/or
     53




---



##### Table of Contents



Year Ended August 31,2008


2007


2006Cash flow provided by (used in) operations

$
623,876


$
461,026


$
(94,549
)Cash flow provided by (used in) investing


(96,815
)


(1,142,362
)


67,040Cash flow provided by (used in) financing


60,263



865,725



122,972Cash (to) from variable interest entities






(167
)


2,290Effects of foreign exchange rate changes on cash


(927
)


1,725



2,156   Operating
    Cash Flow
      Investing
    Cash Flow
      Financing
    Cash Flow
       54




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##### Table of Contents



Credit
    Facility
            Long-Term Debt and Revolving
    Lines of Credit included in Part II,
    Item 8  Financial Statements and Supplementary
    Data
  Other
    Revolving Lines of Credit
  Long-Term Debt and Revolving Lines of
    Credit included in Part II, Item 8 
    Financial Statements and Supplementary Data
  Off
    Balance Sheet Arrangements
   55




---



##### Table of Contents



Commercial
    Commitments
    Amounts of Commitment Expiration by PeriodLess ThanCommercial Commitments(1)

Total


1 Year


1-3 Years


3-5 Years


After 5 YearsLetters of Credit -Domestic and Foreign

$
805.1


$
154.7


$
473.9


$
126.8


$
49.7Surety bonds


762.1



536.6



186.3



1.2



38.0Total Commercial Commitments

$
1,567.2


$
691.3


$
660.2


$
128.0


$
87.7     (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, 2008.        Long-Term Debt and Revolving Lines of Credit and
    Note 13  Contingencies and Commitments
 56




---



##### Table of Contents



Aggregate
    Contractual Obligations
    Payments Due by PeriodLess ThanContractual Obligations

Total


1 Year


1-3 Years


4-5 Years


After 5 YearsLong-term debt obligations

$
1,169.8


$
4.5


$
3.3


$
1,162.0


$
Capital lease obligations


1.8



1.5



0.3







Operating lease obligations


373.9



75.7



120.9



71.0



106.3Purchase obligations(a)


17.2



12.9



4.3







Pension obligations(b)


85.7



7.2



15.1



16.4



47.0Total contractual cash obligations

$
1,648.4


$
101.8


$
143.9


$
1,249.4


$
153.3     (a)
    
    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.(b)
    
    Pension obligations, representing amounts expected to be paid
    out from plans, noted under the heading After
    5 years are presented for the years
    2013-2017.    Backlog
    of Unfilled Orders
  General. project-by-project
      Fossil & Nuclear and E&C
    Segments.
  E&I Segment.
 57




---



##### Table of Contents



Maintenance Segment.
  F&M Segment.
    August 31,2008


2007Segment

in millions


%


in millions


%Fossil & Nuclear

$
6,109.7



39


$
6,768.9



47E&I


5,155.4



33



2,589.2



18E&C


2,175.5



14



2,550.8



18Maintenance


1,423.3



9



1,691.6



12F&M


763.1



5



713.8



5Total backlog

$
15,627.0



100
%

$
14,314.3



100
%   58




---



##### Table of Contents



August 31,2008


2007Industry

in millions


%


in millions


%Environmental and Infrastructure

$
5,155.4



33


$
2,589.2



18Energy


7,570.2



48



8,417.5



59Chemical


2,751.9



18



3,253.8



23Other


149.5



1



53.8



Total backlog

$
15,627.0



100
%

$
14,314.3



100
%   August 31,2008


2007Geographic Region

in millions


%


in millions


%Domestic

$
12,867.4



82


$
11,228.1



78International


2,759.6



18



3,086.2



22Total backlog

$
15,627.0



100
%

$
14,314.3



100
%            59




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##### Table of Contents



Inflation
    and Changing Prices
    Critical
    Accounting Policies and Related Estimates That Have a Material
    Effect on Our Consolidated Financial Statements
    Long-Term
    Construction Accounting for Revenue and Profit/Loss Recognition
    Including Claims, Unapproved Change Orders, and
    Incentives
  Nature
    of Estimates Required
  SOP 81-1,
  and/or
  
    Revenues and gross profit from cost-reimbursable contracts can
    be significantly affected by contract incentives/penalties that
    may not be known or finalized until the later stages of the
    contracts. 60




---



##### Table of Contents



Substantially all of our revenues from cost-reimbursable
    contracts are based on costs incurred plus
    mark-up fees
    and/or
    incentives, where applicable. Applying the standards included in
    SOP 81-1,
    we recognize revenue on these types of contracts as work is
    performed and costs are incurred. Incentives
    and/or
    penalties are also recognized based on the percentage of
    completion when it is probable that the incentives will be
    earned
    and/or
    penalties incurred.        catch-up
  
    We have fixed-price contracts or fixed-price components of
    contracts, for which the accuracy of gross profit is largely
    dependent on the accuracy of cost, schedule and performance
    estimates, but other factors may also play a significant role.      
    Revenues and gross profit on contracts can be significantly
    affected by change orders and claims that may not be ultimately
    negotiated until the later stages of a contract or after a
    contract is completed. When estimating the amount of total gross
    profit or loss on a contract, we include claims related to our
    customers as adjustments to revenues and claims related to
    vendors, subcontractors and others as adjustments to cost of
    revenues when the recovery of such amounts is probable and the
    amounts can be reasonably estimated. Recording claims ultimately
    increases the gross profit (or reduces the loss) that 61




---



##### Table of Contents



would otherwise be recorded without consideration of the claims.
    Our claims against others are recorded up to the amount of costs
    incurred and include no gross profit until such time as they are
    finalized and approved. In most cases, the claims included in
    determining contract gross profit are less than the actual claim
    that will be or has been presented.    Assumptions
    and Approach Used
  SOP 81-1,
    Revenue
    Recognition  Contract Segmenting
  SOP 81-1.
  Other
    Revenue Recognition and Profit and Loss Estimates
  Nature
    of Estimates Required
    Assumptions
    and Approach Used
  paid-up paid-up
 62




---



##### Table of Contents



Litigation,
    Commitments and Contingencies
  Nature
    of Estimates Required
    Assumptions
    and Approach Used
    Income
    Taxes
  Nature
    of Estimates Required, Assumptions and Approach
    Used
      Acquisitions 
    Fair Value Accounting and Goodwill Impairment
  Nature
    of Estimates Required
   63




---



##### Table of Contents



Assumptions
    and Approach Used
      Share-Based
    Compensation
  Nature
    of Estimates Required, Assumptions and Approach
    Used
   64




---



##### Table of Contents



Pension
    Plans
  Nature
    of Estimates Required, Assumptions and Approach
    Used
            Other
    Recent Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest
    Rate Risk
     65




---



##### Table of Contents



Expected Maturity Dates


Fair2009


2010


2011


2012


2013


Thereafter


Total


ValueLong-term debtFixed rate

$
6.0


$
2.1


$
1.5


$



$
426.8


$



$
436.4


$
477.7Average interest rate


8.3
%


8.3
%


8.3
%






2.2
%


Variable rate

















$
653.1






$
653.1


$
715.0Average interest rate


















2.398
%


     Foreign
    Currency Exchange Rate Risk
   66




---



##### Table of Contents



and/or
  Item 8.
    Financial
    Statements And Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Reports of Independent Registered Public Accounting Firm: Report on Internal Control over
    Financial Reporting as of August 31, 2008  KPMG
    LLP


68 Report on the 2008 and 2007
    Consolidated Financial Statements  KPMG LLP


69 Report on the 2006 Consolidated
    Financial Statements  Ernst & Young LLP


70Consolidated Balance Sheets as of August 31,
    2008 and 2007


71Consolidated Statements of Operations for the
    Fiscal Years Ended August 31, 2008, 2007 and 2006


72Consolidated Statements of Shareholders
    Equity for the Fiscal Years Ended August 31, 2008, 2007 and
    2006


73Consolidated Statements of Cash Flows for the
    Fiscal Years Ended August 31, 2008, 2007 and 2006


74Notes to Consolidated Financial Statements


75   INDEX TO
    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 LLP


138Combined Balance Sheets as of March 31, 2008
    and 2007


139Combined Statements of Operations for the year
    ended March 31, 2008 and the six month period from
    October 1, 2006 to March 31, 2007


140Combined Statements of Stockholders Equity
    for the year ended March 31, 2008 and the six month period
    from October 1, 2006 to March 31, 2007


141Combined Statements of Cash Flows for the year
    ended March 31, 2008 and the six month period from
    October 1, 2006 to March 31, 2007


142Notes to Combined Financial Statements


143  67




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control 
    Integrated Framework Form 10-K.
        Form 10-K:
  
    Project reporting of estimates of cost at completion on
    engineering, procurement and construction on complex fixed-price
    contracts
    Accounting for income taxes      KPMG
    LLP
    68




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated
    Framework
  Accounting for Uncertainty in Income Taxes
  KPMG
    LLP
    69




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           Share-Based Payment.
  
        70




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 As of August 31, 2008 and 2007
 (Dollars in thousands)
  2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
927,756


$
341,359Restricted and escrowed cash


8,901



19,266Accounts receivable, including retainage, net


665,870



771,806Inventories


241,463



184,371Costs and estimated earnings in excess of billings on
    uncompleted contracts, including claims


488,321



398,131Deferred income taxes


93,823



79,146Prepaid expenses


25,895



23,576Other current assets


37,099



34,435Total current assets


2,489,128



1,852,090Investments in and advances to unconsolidated entities, joint
    ventures and limited partnerships


19,535



41,227Investment in Westinghouse


1,158,660



1,126,657Property and equipment, at cost


519,305



418,514Less accumulated depreciation


(233,755
)


(198,662
)Property and equipment, net


285,550



219,852Goodwill


507,355



513,951Intangible assets


24,065



27,356Deferred income taxes


3,245



9,629Other assets


99,740



103,683$
4,587,278


$
3,894,445LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
731,074


$
553,273Accrued salaries, wages and benefits


120,038



119,219Other accrued liabilities


187,045



200,500Advanced billings and billings in excess of costs and estimated
    earnings on uncompleted contracts


748,395



572,435Short-term debt and current maturities of long-term debt


6,004



7,687Total current liabilities


1,792,556



1,453,114Long-term debt, less current maturities


3,579



9,337Japanese Yen-denominated long-term bonds secured by Investment
    in Westinghouse, net


1,162,007



1,087,428Interest rate swap contract on Japanese Yen-denominated bonds


8,802



6,667Other liabilities


101,522



62,960Minority interest


29,082



18,825Contingencies and commitments (Note 13)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;
    89,195,901 and 86,711,957 shares issued, respectively; and
    83,535,441 and 81,197,473 shares outstanding, respectively


1,204,914



1,104,633Retained earnings


409,376



273,602Accumulated other comprehensive loss


(9,609
)


(17,073
)Treasury stock, 5,660,460 and 5,514,484 shares, respectively


(114,951
)


(105,048
)Total shareholders equity


1,489,730



1,256,114$
4,587,278


$
3,894,445    71




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the Fiscal Years Ended August 31, 2008, 2007 and
    2006
 (In thousands, except per share amounts)
   2008


2007


2006Revenues

$
6,998,011


$
5,723,712


$
4,775,649Cost of revenues


6,411,978



5,348,295



4,454,629Gross profit


586,033



375,417



321,020General and administrative expenses


276,328



274,490



225,575Operating income


309,705



100,927



95,445Interest expense


(8,595
)


(12,811
)


(19,177
)Interest expense on Japanese Yen-denominated bonds including
    accretion and amortization


(37,351
)


(30,577
)


Interest income


20,936



13,785



5,939Foreign currency translation losses on Japanese Yen-denominated
    bonds, net


(69,652
)


(33,204
)


Other foreign currency transaction gains (losses), net


6,627



(5,275
)


(865
)Other income (expense), net


(1,180
)


321



(933
)Income before income taxes, minority interest, earnings (losses)
    from unconsolidated entities


220,490



33,166



80,409Provision for income taxes


71,384



10,747



17,600Income before minority interest, earnings (losses) from
    unconsolidated entities


149,106



22,419



62,809Minority interest


(26,070
)


(17,699
)


(14,725
)Income from 20% Investment in Westinghouse, net of income taxes


15,026



2,176



Earnings (losses) from unconsolidated entities, net of income
    taxes


2,655



(25,896
)


2,142Net income (loss)

$
140,717


$
(19,000
)

$
50,226Net income (loss) per common share:Basic:

$
1.71


$
(0.24
)

$
0.64Diluted:

$
1.67


$
(0.24
)

$
0.63Weighted average shares outstanding:Basic


82,063



79,857



78,791Diluted


84,152



79,857



80,289    72




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##### Table of Contents



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








Treasury


Unearned


Other





TotalStock


Treasury


Common


Stock


Stock-Based


Comprehensive


Retained


ShareholdersShares


Stock Shares


Stock Amount


Amount


Compensation


Income (Loss)


Earnings


EquityBalance, August 31, 2005


84,289,004



(5,331,655
)

$
1,044,506


$
(99,913
)

$
(11,197
)

$
(31,752
)

$
242,376


$
1,144,020Net income (loss)


























50,226



50,226Other comprehensive income (loss):






























Foreign currency translation adjustments






















(495
)






(495
)Change in unrealized net gains (losses) on hedging activities,
    net of tax of $5






















(7
)






(7
)Decrease in pension liability, not yet recognized in net
    periodic pension expense, net of tax benefit of $ 






















6,891







6,891Comprehensive income (loss)






























56,615Exercise of options


1,168,023







18,675



















18,675Tax benefits from stock based compensation










3,586



















3,586Stock-based compensation


409,700



(59,144
)


24,340



(1,585
)


(7,321
)










15,434Reclassification of unearned compensation due to the adoption of
    SFAS 123R










(18,518
)






18,518











Balance, August 31, 2006


85,866,727



(5,390,799
)

$
1,072,589


$
(101,498
)

$



$
(25,363
)

$
292,602


$
1,238,330Net income (loss)


























(19,000
)


(19,000
)Other comprehensive income:Foreign currency translation adjustments






















1,404







1,404Change in unrealized net gains (losses) on hedging activities,
    net of tax of $2,667






















(4,000
)






(4,000
)Decrease in pension liability, not yet recognized in net
    periodic pension expense, net of tax expense of $2,003






















2,939







2,939Comprehensive income (loss)






























(18,657
)Adjustment upon initial adoption of SFAS 158, net of tax
    benefit of $7,945






















(11,646
)






(11,646
)Exercise of options


569,152







8,815



















8,815Tax benefits from stock based compensation










3,850



















3,850Stock-based compensation


276,078



(123,685
)


19,379



(3,550
)














15,829Balance, August 31, 2007, as previously reported


86,711,957



(5,514,484
)

$
1,104,633


$
(105,048
)

$



$
(36,666
)

$
273,602


$
1,236,521Correct for recognition of 20% of Westinghouse OCI, net of
    Shaws tax of $12,526






















19,593







19,593Balance, August 31, 2007,


86,711,957



(5,514,484
)


1,104,633


$
(105,048
)

$



$
(17,073
)

$
273,602


$
1,256,114Net income


























140,717



140,717FIN 48 Adjustment


























(4,943
)


(4,943
)Other comprehensive income (loss):


























Foreign currency translation adjustments






















6,837







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






















(1,360
)






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






















6,467







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






















(4,480
)






(4,480
)Comprehensive income (loss)






























143,238Exercise of options


2,492,602







41,816



















41,816Tax benefits from stock based compensation










37,464



















37,464Stock-based compensation


(8,658
)


(145,976
)


21,001



(9,903
)














11,098Balance, August 31, 2008


89,195,901



(5,660,460
)

$
1,204,914


$
(114,951
)

$



$
(9,609
)

$
409,376


$
1,489,730    73




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the Fiscal Years Ended August 31, 2008, 2007,
    and 2006
 (Dollars in thousands)
  2008


2007


2006Cash flows from operating activities:Net income (loss)

$
140,717


$
(19,000
)

$
50,226Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


47,266



41,303



35,272Provision for (benefit from) deferred income taxes


(7,231
)


(31,030
)


3,351Stock-based compensation expense


21,001



19,379



18,018(Earnings) from unconsolidated entities, net of taxes


(18,276
)


(4,609
)


(2,142
)Impairment of assets


3,733



8,041



5,130Distributions from unconsolidated entities


16,927



3,485



1,956Foreign currency transaction losses, net


63,025



38,479



865Write-off of claims receivable










48,155Minority interest


26,070



17,699



14,724Impairment of investments in unconsolidated entities


1,686



47,215



Other noncash items


(3,981
)


(26,073
)


(31,511
)Changes in assets and liabilities, net of effects of
    acquisitions and consolidation of variable interest entities:(Increase) decrease in receivables


93,740



(46,393
)


(296,235
)(Increase) decrease in costs and estimated earnings in excess of
    billings on uncompleted contracts, including claims


(96,647
)


75,802



(103,999
)(Increase) in inventories


(56,986
)


(66,895
)


(17,135
)(Increase) decrease in other current assets


(4,085
)


55,505



(33,497
)Increase in accounts payable


183,462



43,475



127,205Increase in accrued liabilities


8,756



89,803



53,864Increase in advanced billings and billings in excess of costs
    and estimated earnings on uncompleted contracts


182,394



240,775



39,924Net change in other assets and liabilities


22,305



(25,935
)


(8,720
)Net cash provided by (used in) operating activities


623,876



461,026



(94,549
)Cash flows from investing activities:Proceeds from sale of businesses and assets, net of cash
    surrendered


24,022



4,314



6,033Purchases of businesses and acquisition costs, net of cash
    received






(14,114
)


(2,908
)Purchases of property and equipment


(129,166
)


(65,184
)


(49,118
)Investment in, advances to, and return of capital from
    unconsolidated entities and joint ventures


(2,927
)


(1,091,483
)


(15,459
)Change in restricted and escrowed cash, net


11,256



24,105



128,492Net cash provided by (used in) investing activities


(96,815
)


(1,142,362
)


67,040Cash flows from financing activities:Proceeds from issuance of Japanese Yen-denominated bonds and
    other debt






1,053,538



5,305Purchase of treasury stock


(9,903
)


(3,550
)


(1,584
)Repayment of debt, capital leases, and deferred financing costs


(8,293
)


(46,141
)


(6,950
)Issuance of common stock


41,816



8,815



18,675Excess tax benefits from exercise of stock options and vesting
    of restricted stock


36,879



3,850



3,586Proceeds from revolving credit agreements


16,596



783,865



1,361,055Repayments of revolving credit agreements


(16,832
)


(934,652
)


(1,257,115
)Net cash provided by financing activities


60,263



865,725



122,972Cash (to) from variable interest entities






(167
)


2,290Effects of foreign exchange rate changes on cash


(927
)


1,725



2,156Net change in cash and cash equivalents


586,397



185,947



99,909Cash and cash equivalents  beginning of year


341,359



155,412



55,503Cash and cash equivalents  end of year

$
927,756


$
341,359


$
155,412    74




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##### 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  Restatement
    of Prior Quarterly Financial Statements
  Form 10-Q. Form 10-Q
  Correction
    of August 31, 2007 Balance Sheet
    Restatement
    of our 2006 Financial Statements
  Form 10-K
  Description
    of Business
      Fiscal
    Year-End
    Nature
    of Operations and Types of Contracts
   75




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 areas as quality, timeliness, ingenuity,
    safety and cost-effectiveness. In addition, our costs are
    generally subject to review by our customers 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 and 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 variations as firm fixed-price contracts. We are
    normally awarded these contracts on the basis of a total price
    that is the sum of the product of the specified units and the
    unit prices.  Operating
    Cycle
   76




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
    
    contract revenues, costs and profits and the application of
    percentage-of-completion method of accounting;  
    provisions for uncollectible receivables and customer 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 assets acquired and liabilities assumed in
    connection with business combinations;
    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.  Principles
    of Consolidation
    Acquisitions
   77




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Accounts
    Receivable
        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
    Inventories
  first-in,
  Property
    and Equipment
   78




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##### Table of Contents



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


3-15 YearsFurniture, fixtures and software


2-5 YearsMachinery and equipment


4-18 YearsBuildings and improvements


2-40 Years   Investments
      Long-Lived
    Assets
    Goodwill
   79




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible
    Assets
    Assets
    of Deferred Compensation Plans
  No. 97-14,
  Long-Term
    Construction Accounting for Revenue and Profit/Loss Recognition
    Including Claims, Unapproved Change Orders, and
    Incentives
  81-1, (SOP 81-1)
   80




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Revenue
    Recognition  Contract Segmenting
  SOP 81-1.
  Other
    Revenue Recognition and Profit and Loss Estimates
   81




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    paid-up paid-up
  paid-up
    Cost
    Estimates
   82




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  General
    and Administrative Expenses
    Derivative
    Instruments and Hedging Activities
    and/or
  Other
    Comprehensive Income
      Recently
    Adopted Accounting Standard
  plan-by-plan
 83




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Insurance
    Programs
    Deferred
    Financing Costs
    Deferred
    Acquisition Costs
    Share-Based
    Compensation
   84




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income
    Taxes
  Accounting
    for Uncertainty in Income Taxes
  Contingencies
    and Commitments
  and/or
  LandBank
    Assets and Liabilities
    Fair
    Value of Financial Instruments
   85




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reclassifications
    Note 2 
    Acquisition
    of Investment in Westinghouse and Related Agreements  Summary
    of Acquisition and Results of Operations
      Investment
    in Westinghouse
    Put
    Option Agreement
   86




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Commercial
    Relationship Agreement
    Shareholder
    Agreement and Dividend Policy
   87




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Westinghouse
    Bonds
  JPY-denominated
      Note 3 
    Restricted
    and Escrowed Cash   88




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4 
    Inventories,
    Accounts Receivable and Concentrations of Credit Risk    August 31,2008


2007Weighted








WeightedAverage


FIFO


Total


Average


FIFO


TotalRaw materials

$
11,778


$
129,716


$
141,494


$
8,541


$
93,101


$
101,642Work in process


3,831



20,242



24,073



8,076



12,687



20,763Finished goods


75,896







75,896



61,966







61,966$
91,505


$
149,958


$
241,463


$
78,583


$
105,788


$
184,371     August 31,2008


2007Trade accounts receivable, net

$
556,711


$
683,125Unbilled accounts receivable


11,770



4,244Retainage


97,389



84,437Total accounts receivable, including retainage, net

$
665,870


$
771,806     2008


2007Beginning balance, September 1

$
26,634


$
20,586Provision


12,445



17,134Write offs


(8,352
)


(7,916
)Other


(3,336
)


(3,170
)Ending balance, August 31

$
27,391


$
26,634     Concentrations
    of Credit
     89




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Property
    and Equipment:    August 31,2008


2007Transportation equipment

$
31,252


$
16,373Furniture, fixtures and software


142,311



116,546Machinery and equipment


184,619



156,807Buildings and improvements


130,018



86,406Assets acquired under capital leases


9,102



9,148Land


13,026



7,966Construction in progress


8,977



25,268519,305



418,514Less: accumulated depreciation


(233,755
)


(198,662
)Property and equipment, net

$
285,550


$
219,852     Note 6 
    Equity
    Method Investments and Variable Interest Entities    Equity
    Method Investments
    Balance Sheet

June 30, 2008


June 30, 2007Current assets

$
2,031,501


$
1,405,687Noncurrent assets


6,359,794



6,144,378Current liabilities


1,660,093



1,065,482Noncurrent liabilities


979,562



901,598Minority interest


4,632



4,521   90




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  July 1, 2007


October 1, 2006Statement of Operations

to June 30, 2008


to June 30, 2007Revenues

$
2,911,399


$
1,712,165Gross profit


712,426



433,608Income from continuing operations before income taxes


153,098



31,151Net income


123,351



17,868     At August 31,Balance Sheets

2008


2007Current assets

$
79,755


$
234,358Noncurrent assets


371,150



979,881Current liabilities


86,699



192,467Noncurrent liabilities


273,263



783,526   For the Year Ended August 31,Statement of Operations

2008


2007


2006Revenues

$
260,022


$
429,451


$
580,837Gross profit


39,301



49,991



62,813Income from continuing operations before income taxes


(711
)


44,648



38,236Net income


(825
)


44,648



38,236     Ownership


At August 31,Percentage


2008


2007Investment in Westinghouse


20%


$
1,158,660


$
1,126,657Privatization entities


10% - 90%







10,057Other


23% - 50%



19,535



28,089Total investments






1,178,195



1,164,803Long-term advances to and receivables from unconsolidated
    entities:Shaw YPC Piping (Nanjing) Co. LTD.


50%







3,081Total investments in and advances to unconsolidated entities,
    joint ventures and limited partnerships





$
1,178,195


$
1,167,884   EITF 96-16,
 91




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended August 31,2008


2007


2006Investment in Westinghouse

$
15,026


$
2,176


$
Privatization entities


2,905



(24,838
)


2,774Other


(250
)


(1,058
)


(632
)Total earnings (losses) from unconsolidated entities, net income
    of taxes

$
17,681


$
(23,720
)

$
2,142   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 $37.2 million and total liabilities of
    $10.9 million as of August 31, 2008. 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 and outstanding
    advances and loans to Shaw-Nass, which totaled $2.3 million
    as of August 31, 2008.
    In April 2003, our subsidiary, Badger Technologies Holdings LLC
    contributed the right to license certain technology to acquire a
    50% equity interest in a joint venture, Badger Licensing LLC.
    This entity had total assets and liabilities of
    $31.2 million and $11.4 million as of August 31,
    2008, 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
    $9.9 million as of August 31, 2008 and certain costs
    incurred on behalf of the joint ventures operations we
    have agreed to absorb, estimated to be approximately
    $3.6 million annually.
    In June 2003, we contributed $3.2 million of cash to PFH
    Management, LLC for a 30% equity interest. This entity was
    established to undertake the privatization of military family
    housing for Air Force personnel and their families under a
    design, build, and rental housing contract at Patrick Air Force
    Base, Florida. PFH Management, LLC has an 80% equity interest in
    Patrick Family Housing, LLC and is the general managing member
    for Patrick Family Housing, LLC. Patrick Family Housing, LLC,
    obtained financing through a private placement bond offering
    from third-party lenders without recourse 92




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  to the general credit of the equity partners. During 2007, we
    made additional advances to PFH Management, LLC, which resulted
    in us becoming the primary beneficiary. As of August 31,
    2008, this entity had total assets and liabilities of
    approximately $3.0 million and approximately
    $3.0 million, respectively. Our exposure to losses is
    limited to our equity interest, which was reduced to zero
    through an impairment loss during 2007 (see below), and an
    indemnity agreement (see below).  
    In January 2005, American Eagle Design-Build Studio was formed
    to provide general contractor services to the renovation efforts
    on several of the Privatization entities. We hold a 50% equity
    interest in the joint venture. During 2007, we made additional
    advances to the entity, which resulted in us becoming the
    primary beneficiary. As of August 31, 2008, this entity had
    total assets and liabilities of approximately $1.9 million
    and approximately $1.9 million, respectively. We also
    recognized additional revenues of $38.8 million in our
    consolidated statement of operations for the fiscal year ended
    August 31, 2008. Our exposure to losses is limited to our
    equity interest, which was reduced to zero through an impairment
    loss during 2007 (see below) and an indemnity agreement (see
    below).
    In August 2004, Liquid Solutions LLC was formed to provide
    solutions for the management and treatment of wastewater. This
    entity is held by our E&I segment. We have a 50% equity
    interest in this entity. This entity had total assets and
    liabilities of $6.9 million and $30.5 million,
    respectively, as of August 31, 2008. Our exposure to losses
    consists primarily of the book value of our wastewater treatment
    units totaling $6.3 million.
    In October 2006, NEH was created to issue the Westinghouse Bonds
    and hold our 20% equity interest in Westinghouse (see
    Note 2  Acquisition of Investment in
    Westinghouse and Related Agreements).  Unconsolidated
    VIEs  Equity Method
  
    In August 2004, we contributed cash of $3.8 million to
    Little Rock Family Housing, LLC for a 50% equity interest. This
    entity was established to undertake the privatization of
    military family housing for Air Force personnel and their
    families under a design, build and rental housing contract in
    Little Rock, Arkansas. Under the arrangement, Little Rock Family
    Housing, L.L.C. is obligated to absorb the majority of the
    expected losses from the project; however, we are not the
    primary beneficiary. Little Rock Family Housing, L.L.C. obtained
    financing through a private placement bond offering without
    recourse to the general credit of the partners. As of
    August 31, 2008, this entity had total assets and
    liabilities of approximately $27.4 million and
    $11.2 million, respectively. Our exposure to losses is
    limited to our equity interest, which was reduced to zero
    through an impairment loss during fiscal year 2007 (see below)
    and the exposure related to an indemnity agreement (see below).
    In October 2004, we contributed cash of $5.0 million to
    Hanscom Family Housing, LLC for a 50% equity interest. This
    entity was established to undertake the privatization of
    military family housing for Air Force personnel and their
    families under a design, build and rental housing contract
    twenty miles northwest of Boston, Massachusetts. Under the
    arrangement, Hanscom Family Housing, LLC is obligated to absorb
    the majority of the expected losses from the project; however,
    we are not the primary beneficiary. Hanscom Family Housing, LLC
    obtained financing through a private placement bond offering
    without recourse to the general credit of the partners. As of
    August 31, 2008, this entity had total assets and
    liabilities of $206.6 million and $182.1 million,
    respectively. Our exposure to losses is limited to our equity
    interest, which was reduced to zero through an impairment loss
    during fiscal year 2007 (see below) and an indemnity agreement
    (see below).
    In February 2005, we contributed cash of $2.8 million to
    American Eagle Northwest, LLC for a 50% equity interest. This
    entity was established to undertake the privatization of
    military family housing for U.S. Navy personnel and their
    families under a design, build and rental housing contract in
    the State of Washington. American Eagle Northwest, LLC had a
    minority interest in Pacific Northwest 93




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Communities, LLC (PNC) of which the United States Navy held a
    majority interest. Under the arrangement, American Eagle
    Northwest, LLC was obligated to absorb the majority of the
    expected losses from PNCs contract with the United States
    Navy; however, we were not the primary beneficiary of American
    Eagle Northwest, LLC. We also, along with our American Eagle
    Northwest, LLC equity partner, had guaranteed certain items of
    the performance of the entity under the contract with the United
    States Navy. Also in February 2005, American Eagle Northwest,
    LLC successfully obtained financing of approximately
    $226.0 million through a private placement bond offering
    from third-party lenders. The bonds were secured by first liens
    on the rental properties without recourse to the general credit
    of the equity partners. On November 20, 2007, American
    Eagle Northwest, LLC sold its interest in Pacific Northwest
    Communities, LLC for net proceeds of approximately
    $12.8 million. As a condition of sale, we were released
    from all further obligations under the guarantee but remained
    liable for certain potential claims or lawsuits up to a maximum
    of $7.1 million. As of August 31, 2008, no amounts have
    been paid or are pending to be paid under the guarantee.  
    During December 2005, the KB Home/Shaw Louisiana, LLC joint
    venture was formed and is owned 50% by us and 50% by KB Home to
    acquire, develop and sell residential real estate. Our exposure
    to loss at August 31, 2008 is $1.4 million consisting
    of our equity investment and receivables due from the joint
    venture. As of August 31, 2008, this entity had total
    assets and liabilities of approximately $12.4 million and
    $9.5 million, respectively.  Guarantees
    Related to Military Housing Privatization Construction
    Entities
       94




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impairment
    Recognized in Fiscal Year 2007
  and/or
     95




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Related
    Party Transactions
    Shaw YPCDuke


PipingPrivatization


Cogema


(Nanjing)Entities


S&W


Co. LTD


Other(1)Revenue from unconsolidated entities for years ended2008

$
38,893


$



$



$
10,7382007


28,674











5,6512006


482



18,760







5,461Accounts receivable from unconsolidated entities as of
    August 31,2008

$
3,503


$



$



$
5,8572007


24,780







58



4,2022006


773







594



1,864Advances to unconsolidated entities as of August 31,2008

$



$



$



$
2007










3,081



2006










3,081



     (1)
    
    includes activity with Westinghouse  Note 7 
    Goodwill, Other Intangibles and Contract Adjustments and Accrued
    Contract Losses
  Goodwill
    Fossil andE&I


E&C


Nuclear


Maintenance


F&M


TotalBalance at September 1, 2006

$
186,878


$
111,515


$
150,715


$
42,027


$
15,457


$
506,592Currency translation adjustment






347











531



878Purchase of GBB


7,296



















7,296Purchase of EzeFlow


















1,323



1,323Impairment of Energy Delivery Services, Inc. (EDS)










(2,138
)










(2,138
)Balance at August 31, 2007

$
194,174


$
111,862


$
148,577


$
42,027


$
17,311


$
513,951Resolution of acquired tax contingency (see Note 13)










(9,400
)










(9,400
)Currency translation adjustment






2,153











651



2,804Balance at August 31, 2008

$
194,174


$
114,015


$
139,177


$
42,027


$
17,962


$
507,355    96




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##### Table of Contents



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


Customer RelationshipsGross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAugust 31, 2006 balance

$
44,710


$
(15,200
)

$
2,752


$
(1,154
)Adjustments


(49
)






(736
)


306Amortization






(3,046
)






(227
)August 31, 2007 balance

$
44,661


$
(18,246
)

$
2,016


$
(1,075
)Adjustments


(135
)


Amortization






(2,954
)






(202
)August 31, 2008 balance

$
44,526


$
(21,200
)

$
2,016


$
(1,277
)  97




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##### Table of Contents



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


CustomerPatents and Tradenames


Relationships2009

$
2,947


$
2022010


2,788



2022011


2,772



2022012


2,770



1332013


2,766



Thereafter


9,283



Total

$
23,326


$
739   Contract
    Adjustments and Accrued Contract Losses
    Note 8 
    Long-Term
    Debt and Revolving Lines of Credit    August 31, 2008


August 31, 2007Short-term


Long-term


Short-term


Long-termNotes payable on purchase of Gottlieb, Barnett &
    Bridges (GBB); 0% interest; due on January 10, 2009; net of
    discount of $0.1 million

$
2,716






$
2,500


$
2,449Notes payable of Liquid Solutions LLC, a VIE; interest payable
    monthly at an average interest rate of 8.2% and 8.3% and monthly
    payments of $0.02 million and $0.08 million, through
    May and June 2011, respectively


946



2,466



871



3,412Other notes payable


833



833



783



Financed insurance premiums










1,434



1,667Capital lease obligations


1,509



280



2,099



1,809Subtotal


6,004



3,579



7,687



9,337Westinghouse Bonds (see description below)






1,162,007







1,087,428Total

$
6,004


$
1,165,586


$
7,687


$
1,096,765  98




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##### Table of Contents



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


Long-termLease Obligations


Debt2009

$
1,564


$
4,4952010


219



1,8602011


80



1,4392012






2013






1,162,007Thereafter






Subtotal


1,863



1,169,801Less: amount representing interest


(74
)


Total

$
1,789


$
1,169,801   Westinghouse
    Bonds
    August 31,


August 31,2008


2007Westinghouse 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 (0.96% as of
    August 31, 2008)


653,125



653,125Original Discount on Westinghouse Bonds


(30,535
)


(30,535
)Accumulated Discount Accretion


9,323



4,169Increase in net long-term debt due to foreign currency
    translation


103,219



33,794Total long-term portion of debt

$
1,162,007


$
1,087,428     Credit
    Facility
   99




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              and/or
 100




---



##### Table of Contents



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

$
1,050.0Less: outstanding performance letters of credit


531.8Less: outstanding financial letters of credit


194.3Less: outstanding revolving credit loans


Remaining availability under the Credit Facility

$
323.9       
    a maximum leverage ratio of 2.5x our earnings before interest,
    income taxes, depreciation and amortization (EBITDA) as defined
    in the Credit Facility 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
    Credit Facility 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 fixed charge coverage ratio of 2.5x EBITDA; and
    (Amendment IV to the Credit Facility 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 net worth as defined by the Credit Facility agreement.         101




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other
    Revolving Lines of Credit
        Note 9 
    Income
    Taxes    For the Fiscal Year Ended August 31,2008


2007


2006Income from continuing operations before income taxes, minority
    interest, earnings (losses) from unconsolidated entities

$
71,384


$
10,747


$
17,600Income from 20% investment in Westinghouse


9,645



1,397



Earnings (losses) from unconsolidated entities


1,707



(18,221
)


1,851Total income tax from continuing operations


82,736



(6,077
)


19,451Shareholders equity:Compensation expense for tax purposes in excess of amounts
    recognized for financial reporting


(37,464
)


(3,850
)


(3,586
)Pension liability


(736
)


(5,942
)


Other comprehensive income of investment in Westinghouse


4,206



12,526



Adoption of FIN 48


4,943







Derivative instrument


(775
)


(2,667
)


Total income taxes

$
52,910


$
(6,010
)

$
15,865  102




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Fiscal Year Ended August 31,2008


2007


2006Domestic

$
196,606


$
(8,176
)

$
44,559Foreign


23,884



41,342



35,850Total

$
220,490


$
33,166


$
80,409     For the Fiscal Year Ended August 31,Current


Deferred


TotalYear ended August 31, 2008:U.S. federal

$
56,871


$
3,480


$
60,351State and local


12,133



(2,038
)


10,095Foreign


11,587



(10,649
)


938$
80,591


$
(9,207
)

$
71,384Year ended August 31, 2007 
    U.S. federal

$



$
(3,695
)

$
(3,695
)State and local


3,482



(1,002
)


2,480Foreign


12,862



(900
)


11,962$
16,344


$
(5,597
)

$
10,747Year ended August 31, 2006:U.S. federal

$



$
8,110


$
8,110State and local


6,249



1,020



7,269Foreign


2,221







2,221$
8,470


$
9,130


$
17,600      103




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    20062008


2007


(Restated)U.S. Federal income tax rate


35
%


35
%


35
%State taxes, net of federal income tax benefit


4



5



6Foreign tax differential


2



(13
)


2Work Opportunity Tax Credit






(22
)


(6
)Foreign tax credits


(5
)


(6
)


Section 199  Domestic Manufacturer Deduction


(2
)






Valuation allowance


(5
)






(15
)Minority interest


(4
)


(19
)


(6
)Compensation and stock options


2



11



5Tax matters under appeal






30



Nondeductible meals and entertainment


3



8



1Other, net


2



3



32
%


32
%


22
%       At August 31,2008


2007Deferred tax assets:Receivables

$
5,756


$
5,442Net operating loss and tax credit carryforwards


70,174



99,286Other expenses not currently deductible


26,065



26,510Investments in affiliates, primarily due to impairment


16,569



18,582Foreign currency on Japanese Yen-denominated bonds


39,629



12,597Compensation related expenses


41,599



51,783Total gross deferred tax assets


199,792



214,200Less valuation allowance


(12,923
)


(24,065
)Net deferred tax assets


186,869



190,135Deferred tax liabilities:Goodwill and other intangibles


(44,773
)


(38,926
)Property, plant and equipment


(25,172
)


(23,662
)Equity in other comprehensive income of Westinghouse


(16,732
)


(12,526
)Employee benefits and other expenses


(3,124
)


(26,246
)Total gross deferred tax liabilities


(89,801
)


(101,360
)Net deferred tax assets

$
97,068


$
88,775  104




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            non-U.S. jurisdictions
 105




---



##### Table of Contents



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

Tax YearsU.S. Federal


2002-2008Louisiana


2002-2008Texas


2002-2008North Carolina


2002-2008Pennsylvania


2002-2008Canada


2000-2008United Kingdom


2006-2008The Netherlands


2002-2008         Unrecognized Tax Benefit, Interest and Penalties,
    September 1, 2007

$
28,179Increase in Tax Positions


1,728Settlements


(121
)Increase, Interest  Net


239Increase, Penalties  Net


19Currency Translation Adjustment  Net


82Unrecognized Tax Benefit, Interest and Penalties,
    August 31, 2008

$
30,126    106




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 10 
    Common
    Stock                 107




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 11 
    Share-Based
    Compensation  Stock
    Compensation Plans
    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 awards       Stock
    Options
    For the Year Ended August 31,2008


2007


2006Expected volatility


52
%


42
%


47
%Risk-free interest rate


3.6
%


4.7
%


4.5
%Expected term of options (in years)


5.4



6.2



6.6Grant-date fair value

$
32.79


$
13.33


$
14.48    108




---



##### Table of Contents



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


Weighted-AverageAverage


RemainingShares


Exercise Price


Contract TermOutstanding at August 31, 2006,


5,251,371


$
16.92



6.2Granted


983,806



27.73Exercised


(569,152
)


15.49Forfeited


(374,216
)


20.19Outstanding at August 31, 2007,


5,291,809



18.86



5.8Granted


406,072



65.86Exercised


(2,492,602
)


16.78Forfeited


(102,200
)


30.18Outstanding at August 31, 2008


3,103,079



26.27



6.0Exercisable at August 31, 2008


1,744,903


$
19.15



4.4     For the Year Ended August 31,2008

2007

2006Stock Option Compensation Expense

$
9.3


$
8.5


$
9.5         Grant-DateShares


Fair ValueUnvested stock options at September 1, 2006


2,153,777


$
10.13Granted


983,806



13.33Vested


(1,024,447
)


9.31Forfeited


(333,113
)


11.08Unvested stock options at August 31, 2007


1,780,023


$
12.14Granted


406,072



32.79Vested


(730,663
)


11.27Forfeited


(97,256
)


15.33Unvested stock options at August 31, 2008


1,358,176


$
18.47  109




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock
      For the Year Ended August 31,2008

2007

2006Restricted Stock Compensation Expense

$
11.7


$
10.9


$
7.8     August 31,2008


2007Restricted stock awards and units:Granted, during and as of the period ended


252,620



458,331Outstanding, as of


739,717



995,260     Note 12 
    Operating
    Leases     110




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the year ending August 31 (in thousands):2009

$
75,6822010


66,0452011


54,7982012


40,5212013


30,504Thereafter


106,311Total future minimum lease payments

$
373,861     10-year
      Note 13 
    Contingencies
    and Commitments  Tax
    Matters
   111




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Military
    Housing Privatization Entities
    Liabilities
    Related to Contracts
    
    warranty, requiring achievement of acceptance and performance
    testing levels;
    liquidated damages, if the project does not meet predetermined
    completion dates; and
    penalties or liquidated damages for failure to meet other cost
    or project performance measures.  and/or
  Other
    Guarantees
     112




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Securities
    Litigation
  Thompson v. The Shaw Group
    Inc , et al. No. 04-1685. Thompson Thompson
  Nelson v.
    Bernhard, Jr., et al Reusche v.
    Barfield, Jr., et al. Thompson
  Other
    Litigation
    Stone & Webster, Inc.
    (S&W) v. Mitsubishi Heavy Industries, Ltd. and
    Mitsubishi Power Systems, Inc. (collectively, Mitsubishi).
   113




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Environmental
    Liabilities
    Employment
    Contracts
    Note 14 
    Business
    Segments   114




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               115




---



##### Table of Contents



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














inNuclear


E&I


E&C


Maintenance


F&M


Westinghouse


Corporate


TotalFiscal Year 2008Revenues from external customers

$
2,655.1


$
1,462.1


$
1,283.3


$
1,018.2


$
576.6


$



$
2.7


$
6,998.0Intersegment revenues


5.9



4.1



9.3



7.7















27.0Interest income


3.8



1.5



7.8



0.3



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



15.5



7.2



3.1



7.9







2.5



47.2Income (loss) before income taxes


112.7



39.3



97.4



33.8



126.8



(107.9
)


(81.6
)


220.5Earnings (losses) from unconsolidated entities










1.5







0.3



15.0



.9



17.7Goodwill


139.2



194.2



114.0



42.0



18.0











507.4Total assets


1,019.9



784.7



714.0



175.2



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



17.3



13.0



4.5



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
)   InvestmentFossil &














inNuclear


E&I


E&C


Maintenance


F&M


Westinghouse


Corporate


TotalFiscal Year 2007Revenues from external customers

$
1,635.6


$
1,469.3


$
1,063.9


$
1,081.5


$
472.8


$



$
0.6


$
5,723.7Intersegment revenues


0.1



4.2



0.4



4.1















8.8Interest income


3.0



1.2



4.5



1.9



0.9







2.3



13.8Interest expense


1.5



0.9



0.5







0.3



30.6



9.6



43.4Depreciation and amortization


3.6



11.6



5.7



3.5



5.9







11.0



41.3Income (loss) before income taxes


42.3



18.3



35.2



9.3



91.2



(66.7
)


(96.4
)


33.2Earnings (losses) from unconsolidated entities






(27.4
)


1.4











2.2



0.1



(23.7
)Goodwill


148.6



194.2



111.9



42.0



17.3











514.0Total assets


700.2



803.1



422.1



123.9



492.8



1,136.1



972.7



4,650.9Investment in and advances to equity method investees






32.7



4.7



0.5



3.1



1,126.7



0.3



1,168.0Purchases of property and equipment


6.9



23.2



2.4



2.8



21.5







8.4



65.2Increases (decreases) in other assets, long-term, net


(0.3
)


(5.3
)


(6.0
)


(0.1
)


(0.1
)


9.5



13.9



11.6   116




---



##### Table of Contents



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














inNuclear


E&I


E&C


Maintenance


F&M


Westinghouse


Corporate


TotalFiscal Year 2006Revenues from external customers

$
849.0


$
2,115.3


$
587.6


$
904.0


$
319.7


$



$



$
4,775.6Intersegment revenues


0.4



2.5



0.5



4.2



0.1











7.7Interest income


2.1



1.1



2.5







0.1







0.1



5.9Interest expense


0.8



0.2



0.3







0.8







17.1



19.2Depreciation and amortization


3.2



9.6



3.8



3.0



5.1







10.6



35.3Income (loss) before income taxes


(18.1
)


124.7



7.0



18.1



48.2







(99.5
)


80.4Earnings (losses) from unconsolidated entities






2.7



1.1







(1.7
)










2.1Goodwill


150.7



186.9



111.5



42.0



15.5











506.6Total assets


430.6



892.1



285.9



111.1



365.1







1,090.9



3,175.7Investment in and advances to equity method investees






44.7



3.4



2.0



3.1











53.2Purchases of property and equipment


16.2



15.6



2.0



2.8



6.2







6.3



49.1Increases (decreases) in other assets, long-term, net


7.4



0.1



(8.3
)


0.2



0.1







2.9



2.4       At August 31,2008


2007


2006Total segment assets

$
5,362.2


$
4,650.9


$
3,175.7Elimination of intercompany receivables


(299.1
)


(305.7
)


(285.5
)Elimination of investments in subsidiaries


(412.1
)


(397.1
)


(320.5
)Income tax entries not allocated to segments


(63.7
)


(53.6
)


(32.3
)Total consolidated assets

$
4,587.3


$
3,894.5


$
2,537.4  117




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended August 31,2008


2007


2006Revenues:United States

$
5,422.2


$
4,525.1


$
4,197.8Asia/Pacific Rim countries


573.0



224.3



161.4Middle East


719.5



789.4



293.3United Kingdom and other European countries


193.9



133.8



73.7South America and Mexico


33.6



22.4



24.9Canada


25.4



15.2



17.3Other


30.4



13.5



7.2$
6,998.0


$
5,723.7


$
4,775.6   At August 31,2008


2007


2006Long-Lived Assets:United States

$
1,245.6


$
1,173.8


$
295.2United Kingdom


309.3



301.2



9.9Other foreign countries


32.7



43.8



45.8$
1,587.6


$
1,518.8


$
350.9     Major
    Customers
      Percentage ofNumber of





SegmentSegment

Customers


Revenues


RevenuesFossil & Nuclear


3


$
1,101,199



41
%E&I


1



1,001,121



68E&C


2



748,274



58Maintenance


4



500,944



49F&M


5



193,671



34
%    118




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Export
    Revenues
    Note 15 
    Supplemental
    Disclosure to Earnings (Loss) Per Common Share  For the Year Ended August 31,2008


2007


2006Weighted average shares outstanding (in thousands):Basic


82,063



79,857



78,791Diluted:Stock options


1,766







1,168LYONs Convertible Debt










10Restricted stock


323







32084,152



79,857



80,289     For the Year Ended August 31,2008


2007


2006Weighted-average incremental shares:Stock options


301



5,451



407Restricted stock


45



1,101



   Note 16 
    Employee
    Benefit Plans    Defined
    Contribution Plans
    Defined
    Benefit Plans
   119




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    plan-by-plan
  Funded
    Status
    For the Year Ended August 31,2008


2007Change in Projected Benefit Obligation:Projected benefit obligation at the start of the year

$
170,500


$
157,213Service cost


2,049



2,686Interest cost


8,740



6,358Prior service cost






Participants contributions


902



943Actuarial loss (gain)


(5,657
)


1,754Benefits paid


(7,202
)


(7,499
)Foreign currency exchange


(14,510
)


9,045Projected benefit obligation at the end of the year

$
154,822


$
170,500Change in Fair Value of Plan Assets:Fair value of the plan assets at the start of the year

$
133,131


$
116,311Actual return on plan assets


(2,909
)


6,981Company contributions


7,058



9,740Participants contributions


902



943Benefits paid


(7,202
)


(7,499
)Foreign currency exchange


(11,041
)


6,655Fair value of the plan assets at the end of the year


119,939



133,131Funded Status at end of the year

$
(34,883
)

$
(37,369
)  120




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended August 31,2008


2007


2006Net Periodic Benefit Cost:Service cost

$
2,049


$
2,976


$
2,884Interest cost


8,740



8,231



7,011Expected return on plan assets


(8,859
)


(8,497
)


(6,863
)Amortization of net loss


2,170



2,632



2,403Other










872Total net periodic benefit cost

$
4,100


$
5,342


$
6,307     Assumptions
  For the Year Ended August 31,2008


2007


2006Weighted  Average Assumptions Used to Determine
    Benefit Obligations at August 31:Discount rate


6.00-6.20
%


5.50-5.75
%


5.00-5.25
%Rate of compensation increase


4.00-4.70
%


4.00-4.50
%


4.00-4.75
%Weighted  Average Assumptions Used to Determine
    Net Periodic Benefit Cost for Years Ended August 31:Discount rate at end of the year


5.50-5.75
%


5.00-5.25
%


4.75-5.10
%Expected return on plan assets for the year


7.00-7.25
%


6.40-7.25
%


6.30-8.00
%Rate of compensation increase at end of the year


3.25-4.50
%


4.00-4.75
%


4.00-4.70
%        121




---



##### Table of Contents



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

2008


2007Equity securities


48.6
%


61.6
%Debt securities


45.6



35.4Other


5.8



3.0Total


100.0
%


100.0
%       Contributions
    and Benefit Payments
    Fiscal Year

Pension Benefits2009

$
7,2122010


7,3132011


7,8192012


7,8252013


8,6072014  2018


46,955     Supplemental
    Deferred Compensation Plans
   122




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 17 
    Related
    Party Transactions  20-year 20-year
     123




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 18 
    Foreign
    Currency Translation and Transactions    Note 19 
    Long-Term
    Construction Accounting for Revenue and Profit/Loss Recognition
    Including Claims, Unapproved Change Orders and
    Incentives      Unapproved
    Change Orders and Claims
   124




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amounts included in project
    estimates-at-completion
    as of September 1, 2007


15.1Changes in
    estimates-at-completion


80.9Approved by customer


(32.4
)Amounts included in project
    estimates-at-completion
    at August 31, 2008


63.6Amounts accrued in revenues (or reductions to contract costs) at
    August 31, 2008

$
44.1   estimates-at-completion
      Project
    Incentives
  SOP 81-1
  estimates-at-completion
 125




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Contract
    Losses
    Note 20 
    Supplemental
    Cash Flow Information  For Year Ended August 31,2008


2007


2006Supplemental disclosures:Cash payments for:Interest (net of capitalized interest)

$
32,628


$
23,072


$
19,404Income taxes

$
14,498


$
8,879


$
4,035Non-cash investing and financing activities:Financed insurance premiums

$
12,782


$
11,138


$
10,068Release of purchase accounting tax contingency

$
9,400


$



$
Interest rate swap contract on Japanese Yen-denominated bonds,
    net of deferred tax of $775 and $2,667, respectively

$
1,360


$
4,000


$
Acquisition of businesses through issuance of debt

$



$
7,067


$
Equity in Westinghouse accumulated other comprehensive income,
    net of deferred taxes of $4,206 and $12,526, respectively

$
6,467


$
19,593


$
  126




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 21 
    Quarterly
    Financial Data (Unaudited) and Current Year Corrections of
    Errors  Form 10-Q.
  First


Second


Third


Fourth(In thousands, except per share data)

Quarter


Quarter


Quarter


Quarter(1)(Restated)


(Restated)Year ended August 31, 2008Revenues

$
1,712,160


$
1,644,561


$
1,813,064


$
1,828,226Gross profit

$
135,018


$
123,946


$
172,896


$
154,173Operating income

$
66,130


$
52,283


$
100,569


$
90,723Interest expense, net

$
(6,241
)

$
(5,541
)

$
(7,053
)

$
(6,174
)Foreign currency translation/transaction gains (losses)

$
(56,074
)

$
(33,901
)

$
(6,529
)

$
33,479Income (loss) before minority interest, earnings (losses) from
    unconsolidated entities

$
3,520


$
13,235


$
88,232


$
115,503Net income (loss)

$
2,230


$
3,950


$
51,954


$
82,582Basic net income (loss) per share

$
0.03


$
0.05


$
0.63


$
1.00Diluted net income (loss) per share

$
0.03


$
0.05


$
0.62


$
0.98     (1)
    
     Our fourth quarter of fiscal year 2008 includes an
    adjustment to reduce revenue and gross profit by $42.7 related
    to the fixed-price coal fired power project discussed below.  First


Second


Third


Fourth(In thousands, except per share data)

Quarter


Quarter


Quarter


Quarter(1)Year ended August 31, 2007Revenues

$
1,276,131


$
1,208,190


$
1,602,741


$
1,636,650Gross profit

$
90,084


$
28,577


$
134,289


$
122,467Operating income (loss)

$
25,714


$
(42,879
)

$
66,102


$
51,990Interest expense

$
(8,152
)

$
(13,077
)

$
(11,622
)

$
(10,537
)Foreign currency translation/transaction gains (losses)(1)

$
(34,094
)

$
32,379


$
15,156


$
(51,920
)Income (loss) before income taxes, minority interest, and
    earnings (losses) from unconsolidated entities

$
(14,260
)

$
(21,953
)

$
73,398


$
(4,019
)Income (loss) from continuing operations

$
(12,289
)

$
(61,494
)

$
54,138


$
645Net income (loss)

$
(12,289
)

$
(61,494
)

$
54,138


$
645Basic net income (loss) per share

$
(0.15
)

$
(0.77
)

$
0.68


$
0.01Diluted net income (loss) per share

$
(0.15
)

$
(0.77
)

$
0.66


$
0.01  127




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
     In the first quarter of fiscal year 2007, we
    acquired a 20% equity interest in Westinghouse.
    See Note 2  Acquisition of Investment in
    Westinghouse and Related Agreements, with respect to the bond
    interest expense and foreign currency translation gains and
    losses.  Restatement
    of Quarterly Consolidated Statements
      For the Fiscal Quarter Ended

Previously


RestatementFebruary 29, 2008 (Unaudited)

Reported


Adjustments


As RestatedRevenues

$
1,653,222


$
(8,661
)

$
1,644,561Cost of revenues


1,518,205



2,410



1,520,615Gross profit


135,017



(11,071
)


123,946General and administrative expenses


73,798



(2,135
)


71,663Operating income (loss)

$
61,219


$
(8,936
)

$
52,283Interest expense, net

$
(5,175
)

$
(366
)

$
(5,541
)Foreign currency translation/transaction gain/(loss)

$
(34,947
)

$
1,046


$
(33,901
)Income (loss) before income taxes, minority interest, and
    earnings (losses) from unconsolidated entities

$
21,431


$
(8,196
)

$
13,235Provision (benefit) for income taxes

$
7,184


$
(3,236
)

$
3,948Income (loss) before minority interest and earnings (losses)
    from unconsolidated entities

$
14,247


$
(4,960
)

$
9,287Net income (loss)

$
8,879


$
(4,929
)

$
3,950Basic earnings (loss) per share:Net Income

$
0.11


$
(0.06
)

$
0.05Diluted net income (loss) per share:

$
0.11


$
(0.06
)

$
0.05   128




---



##### Table of Contents



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


RestatementAs of February 29, 2008 (Unaudited)

Reported


Adjustments


As RestatedCurrent assets

$
2,160,987


$
2,773


$
2,163,760Total assets

$
4,237,553


$
2,165


$
4,239,718Current liabilities

$
1,597,755


$
8,321


$
1,606,076Total liabilities

$
2,902,222


$
5,886


$
2,908,108Shareholders equity

$
1,335,331


$
(3,721
)

$
1,331,610   Previously


RestatementFor the Six Months Ended February 29, 2008
    (Unaudited)

Reported


Adjustments


As RestatedNet cash provided by operating activities

$
304,722


$



$
304,722Net cash (used in) investing activities

$
(47,983
)

$



$
(47,983
)Net cash provided by financing activities

$
50,808


$



$
50,808     
    Adjustments in revenue and gross profit are due primarily to an
    $(8.2) million reduction for the percent completion revenue
    amount related to a $9.8 million error in the estimated at
    completion cost for a fixed-price coal fired power project; and
    $(0.5) million reduction for other adjustments of varying
    amounts.
    Adjustments to cost of revenues and gross profit include a
    $(0.9) million reduction in management incentives due to an
    error on the fixed-price coal fired power project mentioned
    above; $1.3 million increase for workers compensation and
    other claims on a project; $1.1 million increased accrual
    for vacation and other employee related benefits; and an
    increase of $0.9 million for other adjustments of varying
    amounts.
    Adjustments to general and administrative expenses include a
    $(1.1) million reduction due to adjustments to various
    incentive plans and $(1.0) million reduction for other
    adjustments of varying amounts.
    Adjustments to foreign translation/transaction gain/(loss)
    include a gain of $1.0 million related to foreign currency
    transactions not previously recorded.
    An adjustment to the provision for income taxes relates to the
    impact of the items noted above. 129




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Fiscal Quarter Ended

Previously


RestatementFebruary 29, 2008 (Unaudited)

Reported


Adjustments


As RestatedRevenuesFossil & Nuclear

$
647,396


$
(8,295
)

$
639,101E&I


344,459



(43
)


344,416E&C


273,291



243



273,534Maintenance


244,446



321



244,767F&M


142,946



(887
)


142,059Corporate and other


684







684Total revenues

$
1,653,222


$
(8,661
)

$
1,644,561Intersegment revenues:Fossil & Nuclear

$
685


$



$
685E&I


496







496E&C


(392
)






(392
)Maintenance


302







302Total intersegment revenues

$
1,091


$



$
1,091Gross ProfitFossil & Nuclear

$
43,522


$
(9,249
)

$
34,273E&I


23,217



324



23,541E&C


16,214



(629
)


15,585Maintenance


11,985



(150
)


11,835F&M


39,020



(1,325
)


37,695Corporate and other


1,059



(42
)


1,017Total gross profit

$
135,017


$
(11,071
)

$
123,946Gross profit percentageFossil & Nuclear


6.7
%






5.4
%E&I


6.7
%






6.8
%E&C


5.9
%






5.7
%Maintenance


4.9
%






4.8
%F&M


27.3
%






26.5
%Corporate and other


NM







NMTotal gross profit percentage


8.2
%






7.5
% 130




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Fiscal Quarter Ended

Previously


RestatementFebruary 29, 2008 (Unaudited)

Reported


Adjustments


As RestatedIncome (loss) before income taxes, minority interest and
    earnings (losses) from unconsolidated entitiesFossil & Nuclear

$
32,813


$
(8,701
)

$
24,112E&I


5,120



317



5,437E&C


11,842



(134
)


11,708Maintenance


9,297



(65
)


9,232F&M


33,157



(1,131
)


32,026Investment in Westinghouse


(50,462
)


29



(50,433
)Corporate and other


(20,336
)


1,489



(18,847
)Total income (loss) before income taxes, minority interest and
    earnings (losses) from unconsolidated entities

$
21,431


$
(8,196
)

$
13,325     Previously


RestatementReported


Adjustments


As RestatedAssetsFossil & Nuclear

$
1,001,039


$
395


$
1,001,434E&I


778,465



(152
)


778,313E&C


401,648



181



401,829Maintenance


155,944



(303
)


155,641F&M


488,171



(659
)


487,512Investment in Westinghouse


1,177,461



28



1,177,489Corporate and other


1,039,081



2,331



1,041,412Total segment assets


5,041,809



1,821



5,043,630Elimination of investment in consolidated subsidiaries


(406,205
)


(5,881
)


(412,086
)Elimination of intercompany receivables


(293,137
)


(78
)


(293,215
)Income taxes not allocated to segments


(104,914
)


6,303



(98,611
)Total consolidated assets

$
4,237,553


$
2,165


$
4,239,718  131




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Fiscal Quarter Ended

Previously


RestatementMay 31, 2008 (Unaudited)

Reported


Adjustments


As RestatedRevenues

$
1,820,745


$
(7,681
)

$
1,813,064Cost of revenues


1,645,236



(5,068
)


1,640,168Gross profit


175,509



(2,613
)


172,896General and administrative expenses


71,520



807



72,327Operating income

$
103,989


$
(3,420
)

$
100,569Interest income (expense), net

$
(7,645
)

$
592


$
(7,053
)Foreign currency translation/transaction gains (losses), net

$
(6,299
)

$
(230
)

$
(6,529
)Income (loss) before income taxes, minority interest, and
    earnings (losses) from unconsolidated entities

$
91,341


$
(3,109
)

$
88,232Provision (benefit) for income taxes

$
34,094


$
(1,184
)

$
32,910Income (loss) before minority interest and earnings (losses)
    from unconsolidated entities

$
57,247


$
(1,925
)

$
55,322Net income (loss)

$
53,910


$
(1,956
)

$
51,954Basic net income (loss) per share:Net Income

$
0.65


$
(0.02
)

$
0.63Diluted net income per share:

$
0.64


$
(0.02
)

$
0.62   As of May 31,

Previously


Restatement2008 (Unaudited)

Reported


Adjustments


As RestatedCurrent assets

$
2,350,565


$
7,934


$
2,358,499Total assets

$
4,449,943


$
7,985


$
4,457,928Current liabilities

$
1,719,181


$
15,039


$
1,734,220Total liabilities

$
3,025,968


$
14,905


$
3,040,873Shareholders equity

$
1,423,975


$
(6,920
)

$
1,417,055   For the Nine Months Ended

Previously


RestatementMay 31, 2008 (Unaudited)

Reported


Adjustments


As RestatedNet cash provided by operating activities

$
338,248


$



$
338,248Net cash (used in) investing activities

$
(63,464
)

$



$
(63,464
)Net cash provided by financing activities

$
60,107


$



$
60,107     
    Adjustments in revenue and gross profit due primarily to a
    $(10.7) million reduction for the percent completion
    revenue amount related to a $20.0 million error in the
    estimated at completion cost for a 132




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Adjustments to cost of revenues and gross profit include a
    $1.5 million reduction in accrued expenses and management
    incentives on the fixed-price coal fired power project mentioned
    above; $1.3 million reduction for workers compensation and
    other claims on a project; and a $2.3 million reduction for
    other adjustments of varying amounts.
    Adjustments to increase general and administrative expenses
    include $0.8 million consisting of adjustments of varying
    amounts.
    An adjustment to the provision for income taxes relates to the
    impact of the items noted above.    For the Fiscal Quarter Ended

Previously


RestatementMay 31, 2008 (Unaudited)

Reported


Adjustments


As RestatedRevenuesFossil & Nuclear

$
691,530


$
(10,507
)

$
681,023E&I


349,571



43



349,614E&C


338,768



(493
)


338,275Maintenance


309,399



393



309,792F&M


130,639



2,883



133,522Corporate and other


838







838Total revenues

$
1,820,745


$
(7,681
)

$
1,813,064Intersegment revenues:Fossil & Nuclear

$
2,359


$



$
2,359E&I


2,100







2,100E&C


2,257







2,257Maintenance


1,127







1,127Total intersegment revenues

$
7,843


$



$
7,843Gross ProfitFossil & Nuclear

$
54,680


$
(6,248
)

$
48,432E&I


25,540



(326
)


25,214E&C


45,145



(356
)


44,789Maintenance


17,145



564



17,709F&M


32,023



3,725



35,748Corporate and other


976



28



1,004Total gross profit

$
175,509


$
(2,613
)

$
172,896 133




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Fiscal Quarter Ended

Previously


RestatementMay 31, 2008 (Unaudited)

Reported


Adjustments


As RestatedGross profit percentageFossil & Nuclear


7.9
%






7.1
%E&I


7.3







7.2
%E&C


13.3







13.2
%Maintenance


5.5







5.7
%F&M


24.5







26.8
%Corporate and other


NM







NMTotal gross profit percentage


9.6
%






9.5
%Income (loss) before income taxes, minority interest and
    earnings (losses) from unconsolidated entitiesFossil & Nuclear

$
45,120


$
(6,571
)

$
38,549E&I


7,767



(379
)


7,388E&C


36,878



(36
)


36,842Maintenance


14,156



370



14,526F&M


25,729



3,393



29,122Investment in Westinghouse


(18,510
)


(29
)


(18,539
)Corporate and other


(19,799
)


143



(19,656
)Total income (loss) before income taxes, minority interest and
    earnings (losses) from unconsolidated entities

$
91,341


$
(3,109
)

$
88,232         Previously


RestatementReported


Adjustments


As RestatedAssetsFossil & Nuclear

$
1,100,043


$
432



1,100,475E&I


771,642



37



771,679E&C


517,134



17



517,151Maintenance


182,598



128



182,726F&M


488,617



1,522



490,139Investment in Westinghouse (see Note 1)


1,181,188







1,181,188Corporate


982,211



5,595



987,806Total segment assets


5,223,433



7,731



5,231,164Elimination of investment in consolidated subsidiaries


(413,586
)






(413,586
)Elimination of intercompany receivables


(295,729
)


(109
)


(295,838
)Income taxes not allocated to segments


(64,175
)


363



(63,812
)Total consolidated assets

$
4,449,943


$
7,985


$
4,457,928  134




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 22 
    New
    Accounting Pronouncements  No. 03-6-1, (EITF 03-6-1). EITF 03-6-1 EITF 03-6-1
  No. 08-3, (EITF 08-3). EITF 08-3 EITF 08-3
        No. 07-1, (EITF 07-1). EITF 07-1 EITF 07-1 EITF 07-1
 135




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 23 
    Subsequent
    Events (Unaudited)   136




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  TABLE OF
    CONTENTS
  PageReport of Independent Registered Public
    Accounting Firm


138Combined Financial Statements for the twelve-month period ended
    March 31, 2008, and for the
    six-month
    period from October 1, 2006 to March 31, 2007:Combined Balance Sheets


139Combined Statements of Operations


140Combined Statements of Stockholders
    Equity


141Combined Statements of Cash Flows


142Notes to Combined Financial Statements


143  137




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
        138




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  COMBINED BALANCE SHEETS
 At March 31, 2008 and March 31, 2007
 (Amounts in thousands)
  March 31,


March 31,Notes


2008


2007ASSETSCURRENT ASSETS:Cash and cash equivalents


4


$
287,431


$
112,711Receivables, net of allowance for doubtful accounts of $213 and
    $707


4



384,221



243,267Related-party receivables


20



252,520



351,008Inventories


9



441,909



361,740Costs and estimated earnings in excess of billings on
    uncompleted contracts






307,478



152,325Deferred income tax assets


8



130,488



52,633Other current assets


11



152,396



60,075Total






1,956,443



1,333,759NONCURRENT ASSETS:Property, plant, and equipment, net


2,5,10



514,816



453,687Goodwill


2,6



2,943,617



2,845,675Other intangible assets, net


2,6



2,041,048



2,086,278Uranium inventory


17



735,406



833,556Other noncurrent assets


11



108,997



133,746Total






6,343,884



6,352,942TOTAL





$
8,300,327


$
7,686,701LIABILITIES AND EQUITYCURRENT LIABILITIES:Accounts payable





$
252,244


$
164,149Billings in excess of costs and estimated earnings on
    uncompleted contracts






687,411



550,487Reserves for settlement obligations


15



22,517



26,683Amounts billed in excess of revenue






123,377



67,655Secured borrowings


12



50,000



50,000Other current liabilities


4,13



423,608



318,461Total






1,559,157



1,177,435NONCURRENT LIABILITIES:Reserves for settlement obligations


15



28,751



47,336Reserves for decommissioning matters


5



253,193



266,882Benefit obligations


7



187,568



196,525Deferred income tax liabilities


8



415,805



406,841Other noncurrent liabilities


13



100,770



59,526Total






986,087



977,110MINORITY INTEREST






4,728



4,440STOCKHOLDERS EQUITY


4,14



5,750,355



5,527,716TOTAL





$
8,300,327


$
7,686,701    139




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  COMBINED STATEMENTS OF OPERATIONS
 For the Twelve-Month Period ended March 31, 2008 and
 the Six-Month Period from October 1, 2006 to March 31,
    2007
 (Amounts in thousands)
  March 31,


March 31,Notes


2008


2007NET REVENUES


3,4


$
2,710,455


$
1,124,119COST OF GOODS SOLD






2,043,109



823,022GROSS PROFIT






667,346



301,097MARKETING, ADMINISTRATIVE, AND GENERAL EXPENSES






484,860



235,619AMORTIZATION OF INTANGIBLES


3,6



78,508



39,109INCOME FROM OPERATIONS






103,978



26,369INTEREST AND OTHER INCOME (EXPENSE)Interest Income






23,961



9,712Interest Expense






(12,915
)


(9,445
)Other Income and Expense, Net


4,19



19,471



(3,638
)Total Interest and Other Income (Expense)






30,517



(3,371
)INCOME BEFORE INCOME TAXES AND MINORITY INTEREST IN INCOME FROM
    CONSOLIDATED SUBSIDIARIES






134,495



22,998MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES






(779
)


(566
)INCOME BEFORE TAXES






133,716



22,432INCOME TAX PROVISION


8



24,176



9,863NET INCOME





$
109,540


$
12,569    140




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  COMBINED STATEMENTS OF STOCKHOLDERS
    EQUITY
 For the Twelve-Month Period ended March 31, 2008 and
 the Six-Month Period from October 1, 2006 to March 31,
    2007
 (Amounts in thousands)
  AccumulatedOtherComprehensiveCapital Stock


Retained Earnings


(Loss) Income


Total EquityTWELVE-MONTH PERIOD ENDED MARCH 31, 2008BALANCE AT MARCH 31, 2007

$
5,400,000


$
12,569


$
115,147


$
5,527,716Comprehensive income (loss):Net income






109,540







109,540Unrealized loss on derivatives, net of tax effect of $1,271










(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



23,161Unrealized foreign currency gain on translation adjustment










104,998



104,998Total changes for the twelve-month period ended March 31,
    2008






109,540



121,269



230,809Dividends






(8,170
)






(8,170
)BALANCE AT MARCH 31, 2008

$
5,400,000


$
113,939


$
236,416


$
5,750,355   AccumulatedOtherComprehensiveCapital Stock


Retained Earnings


(Loss) Income


Total EquitySIX-MONTH PERIOD ENDED MARCH 31, 2007Invested capital

$
5,400,000


$



$



$
5,400,000Comprehensive income (loss):Net income






12,569







12,569Unrealized loss on derivatives, net of tax effect of $570










(856
)


(856
)Adjustment for adoption of SFAS No. 158, net of tax
    effect of $2,286










3,430



3,430Unrealized foreign currency gain on translation adjustment










112,573



112,573Total changes for the six-month period ended March 31, 2007






12,569



115,147



127,716BALANCE AT MARCH 31, 2007

$
5,400,000


$
12,569


$
115,147


$
5,527,716    141




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  COMBINED STATEMENTS OF CASH FLOWS
 For the Twelve-Month Period ended March 31, 2008 and
 the Six-Month Period from October 1, 2006 to March 31, 2007
 (Amounts in thousands)
  March 31,


March 31,2008


2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
109,540


$
12,569Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


139,808



69,065Deferred income taxes


(29,402
)


(4,573
)Loss (gain) on sale of property, plant, and equipment


318



(36
)Gain on foreign currency translation


(17,381
)


(773
)Minority interest


779



566Changes in:Receivables


(105,628
)


67,718Notes repaid by related parties


542,967



Notes issued to related parties


(444,448
)


(351,008
)Inventories


73,245



(146,091
)Costs and estimated earnings in excess of billings on
    uncompleted contracts


(150,427
)


(17,207
)Other current assets


(88,957
)


17,254Other noncurrent assets


(4,638
)


(55,697
)Accounts payable and other current liabilities


233,111



130,446Billings in excess of costs and estimated earnings on
    uncompleted contracts


130,500



105,597Other noncurrent liabilities


(17,929
)


57,861Net cash provided by (used in) operating activities


371,458



(114,309
)CASH FLOWS FROM INVESTING ACTIVITIES:Cash paid for acquisition of Westinghouse, net of cash acquired


(47,972
)


(5,135,502
)Acquisitions of businesses and intangible assets, net of cash
    acquired


(65,289
)


Proceeds from sale of property, plant, and equipment


49



1,480Purchases of property, plant, and equipment


(96,165
)


(49,311
)Net cash used in investing activities


(209,377
)


(5,183,333
)CASH FLOWS FROM FINANCING ACTIVITIES:Invested capital






5,400,000Dividends paid


(8,170
)


Net cash provided by (used in) financing activities


(8,170
)


5,400,000EFFECT OF FOREIGN CURRENCY TRANSLATION


20,809



10,353NET INCREASE IN AND ENDING CASH AND CASH EQUIVALENT


174,720



112,711CASH AND CASH EQUIVALENTS, BEGINNING


112,711



CASH AND CASH EQUIVALENTS, ENDING

$
287,431


$
112,711SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest

$
5,504


$
3,179Cash paid for income taxes

$
63,078


$
18,702Non-cash financing of business acquisition

$
8,000


$
    142




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  NOTES TO COMBINED FINANCIAL STATEMENTS
  1.
    DESCRIPTION
    OF BUSINESS, BASIS OF FINANCIAL STATEMENT PRESENTATION AND
    SIGNIFICANT ACCOUNTING POLICIES  DESCRIPTION
    OF BUSINESS
        BASIS
    OF FINANCIAL STATEMENT PRESENTATION
    SIGNIFICANT
    ACCOUNTING POLICIES
  Use of estimates
  Revenue recognition
 143




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  NOTES TO COMBINED FINANCIAL STATEMENTS 
    (Continued)
  No. 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts
    (SOP 81-1)
  00-21, Revenue Arrangements with Multiple Deliverables
        Goodwill and other intangible assets Goodwill and Other
    Intangible Assets
 144




---



##### 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 assets and definite-lived intangible
    assets
  Income taxes U.S.-based
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Translation of foreign currencies
  Cash and cash equivalents
  Receivables
 145




---



##### 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 inventory
  Property, plant, and equipment
    Buildings and improvements 

13 to 55 yearsMachinery and equipment 

3 to 30 years         Accounting For Asset
    Retirement Obligations and/or Accounting for
    Conditional Asset Retirement Obligations
  Settlement obligations and/or
 146




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TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  NOTES TO COMBINED FINANCIAL STATEMENTS 
    (Continued)
    Environmental costs
  Segment reporting Disclosures About Segments of an Enterprise and Related
    Information
  Research and development expenditures
    Pre-contract costs SOP 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts
  Shipping and handling costs
 147




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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)
  Pensions and postretirement benefits
  Employers
    Disclosures about Pensions and Other Postretirement
    Benefits Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans,
  Derivative instruments Accounting for Derivative Instruments
    and Hedging Activities
      Operating leases
  Recently issued accounting pronouncements
  Fair Value Measurements
 148




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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
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB Statement
    No. 133
 149




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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.
    ACQUISITION        Current assets, including cash of $267,230

$
994,511Property, plant, and equipment


429,272Intangible assets


2,099,000Goodwill


2,801,025Other noncurrent assets


868,677Secured borrowings


(50,000
)Other current liabilities


(905,453
)Noncurrent deferred taxes


(333,561
)Other noncurrent liabilities


(496,870
)Minority interest


(3,869
)Purchase price

$
5,402,732      150




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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 Class

FMV


LifeProperty, plant, and equipment:Land

$
17,241



IndefiniteBuildings and improvements


125,943



13-55 yearsMachinery and equipment


231,461



3-12 yearsConstruction in progress


54,627Total

$
429,272Intangible assets:Contracted customer relationships

$
30,000



5-7 yearsNoncontracted customer relationships


208,000



25 yearsDeveloped technology


1,441,000



20-25 yearsBrand name


420,000



IndefiniteTotal

$
2,099,000   3.
    BUSINESS
    SEGMENTS      Nuclear Fuel
  Nuclear Services
  Nuclear Power Plants
 151




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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)
    March 31, 2008


March 31, 2007Revenue:Nuclear fuel

$
1,152,042


$
417,182Nuclear services


1,316,420



644,766Nuclear power plants


254,173



63,521Eliminations


(12,180
)


(1,350
)Total

$
2,710,455


$
1,124,119Operating profit (loss):Nuclear fuel

$
94,634


$
24,023Nuclear services


81,451



58,936Nuclear power plants


(54,755
)


(31,255
)Corporate center


(17,352
)


(25,335
)Total

$
103,978


$
26,369Total assets:Nuclear fuel

$
2,118,995


$
2,359,763Nuclear services


2,530,081



2,282,016Nuclear power plants


2,700,504



2,615,961Corporate center


950,747



428,961Total

$
8,300,327


$
7,686,701Depreciation expense:Nuclear fuel

$
23,564


$
11,637Nuclear services


19,445



9,514Nuclear power plants


1,669



875Corporate center


16,622



7,930Total

$
61,300


$
29,956Amortization expense of definite-lived intangible assetsNuclear fuel

$
20,669


$
10,298Nuclear services


26,051



12,976Nuclear power plants


31,788



15,835Total

$
78,508


$
39,109  152




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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)
    March 31, 2008


March 31, 2007United States

$
1,318,455


$
658,468UK


226,993



95,729South Korea


199,187



115,835France


198,499



32,840Sweden


195,781



62,654Other European countries


285,503



125,809China


190,186



3,322Other


95,851



29,462Total

$
2,710,455


$
1,124,119     March 31, 2008


March 31, 2007United States

$
4,825,148


$
4,573,246UK


2,922,831



2,695,552Other European countries


512,817



410,176South Africa


28,545



1,050Asia


10,986



6,677Total

$
8,300,327


$
7,686,701   4.
    DERIVATIVE
    INSTRUMENTS, HEDGING ACTIVITIES, AND CREDIT RISK  DERIVATIVE
    INSTRUMENTS AND HEDGING ACTIVITIES
    Accounting for Derivative Instruments and Certain
    Hedging Activities,
   153




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TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  NOTES TO COMBINED FINANCIAL STATEMENTS 
    (Continued)
  and/or
    March 31, 2008


March 31, 2007Other current assets

$
7,675


$
Other current liabilities


(16,868
)


(1,980
)Net Liability

$
(9,193
)

$
(1,980
)         March 31, 2008


March 31, 2007Other current assets

$
15,818


$
2,177Other current liabilities


(2
)


(4,967
)Net Asset/(Net Liability)

$
15,816


$
(2,790
)     CREDIT
    RISK
   154




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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)          SOP 96-1, Environmental Remediation Liabilities
 155




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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)
      March 31, 2008


March 31, 2007Balance, beginning of period

$
268,257


$
267,750Liabilities settled


(7,843
)


(2,919
)Foreign currency translation effect


4,006



956Liabilities incurred


5,682



Accretion expense


7,459



2,470Balance, end of period

$
277,561


$
268,257     6.
    GOODWILL
    AND INTANGIBLE ASSETS    March 31, 2008


March 31, 2007Balance, beginning of period (March 31, 2007 represents
    goodwill acquired in the Transaction)

$
2,845,675


$
2,801,025FIN 48 adoption


8,903



Final purchase price adjustment


47,972



Business acquisitions


55,036



Purchase price allocation adjustments


(36,901
)


Foreign currency translation adjustment


22,932



44,650Balance, end of period

$
2,943,617


$
2,845,675      156




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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)
    Life


March 31, 2008


March 31, 2007Contracted customer relationships


5-7


$
32,160


$
30,377Noncontracted customer relationships


25



213,538



210,615Developed technology


20-25



1,474,714



1,459,115Brand name


Indefinite



431,153



425,280Patent acquired


20



7,500



Total






2,159,065



2,125,387Accumulated amortization





$
(118,017
)

$
(39,109
)Intangible assets, net





$
2,041,048


$
2,086,278         For the twelve-month period ending March 31,2009

$
79,0772010


79,0772011


79,0772012


78,2772013


77,477Thereafter


1,216,910Total

$
1,609,895   7.
    PENSION
    AND OTHER POST-RETIREMENT BENEFIT PLANS    PENSION
    PLANS
   157




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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)
  (Non-U.S. Plans).
    Non-U.S. Plans
    March 31, 2008



March 31, 2007U.S.


Non-U.S.


Total



U.S.


Non-U.S.


TotalService cost

$
37,331


$
2,909


$
40,240



$
17,127


$
634


$
17,761Interest cost


19,752



6,700



26,452




7,987



2,901



10,888Expected return on plan assets


(21,445
)


(2,015
)


(23,460
)



(8,926
)


(871
)


(9,797
)Amortization prior service cost


169







169












Net periodic pension cost

$
35,807


$
7,594


$
43,401



$
16,188


$
2,664


$
18,852   Non-U.S. Plans,
  U.S.


Non-U.S. RangesDiscount rate for obligations


6.00%



4.00% - 6.00%Discount rate for expense


5.75%



4.00% - 5.20%Compensation increase rate for obligations


3.50%



3.00% - 5.60%Compensation increase rate for expense


3.50%



3.00% - 5.10%Long-term rate of return on plan assets


8.00%



5.75% - 5.90%    158




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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)
    March 31, 2008



March 31, 2007U.S.


Non-U.S.


Total



U.S.


Non-U.S.


TotalAccumulated Benefit Obligation

$
344,409


$
190,050


$
534,459



$
300,792


$
137,045


$
437,837Change in Benefit ObligationBenefit obligation, beginning of period

$
337,659


$
143,109


$
480,768



$
310,173


$
134,381


$
444,554Service cost


37,331



2,909



40,240




17,127



634



17,761Interest cost


19,752



6,700



26,452




7,987



2,901



10,888Employee contributions


5,662



496



6,158




2,970



139



3,109Plan amendments


2,047







2,047












Actuarial loss (gain)


(15,119
)


(5,844
)


(20,963
)



1,091



2,484



3,575Business combinations






28,846



28,846












Foreign currency exchange rate changes






26,747



26,747








4,604



4,604Benefits paid


(4,662
)


(6,601
)


(11,263
)



(1,689
)


(2,034
)


(3,723
)Benefit obligation, end of period

$
382,670


$
196,362


$
579,032



$
337,659


$
143,109


$
480,768Change in Plan AssetsPlan assets at fair value, beginning of period

$
286,756


$
32,710


$
319,466



$
223,948


$
30,031


$
253,979Actual return on plan assets


16,205



(1,625
)


14,580




21,992



2,182



24,174Employee contributions


5,662



496



6,158




2,970



139



3,109Employer contributions


30,834



6,068



36,902




39,535



2,392



41,927Business combinations






32,345



32,345












Benefits paid from plan assets


(4,662
)


(6,601
)


(11,263
)



(1,689
)


(2,034
)


(3,723
)Foreign currency exchange rate changes






6,081



6,081












Plan assets at fair value, end of period

$
334,795


$
69,474


$
404,269



$
286,756


$
32,710


$
319,466Accrued Cost as Included in the Combined Balance SheetsNoncurrent assets

$
849


$
3,060


$
3,909



$



$



$
Other current liabilities


(528
)


(5,567
)


(6,095
)



(147
)


(4,168
)

$
(4,315
)Noncurrent benefit obligation


(48,196
)


(124,381
)


(172,577
)



(50,756
)


(106,231
)


( 156,987
)Net benefit obligation

$
(47,875
)

$
(126,888
)

$
(174,763
)


$
(50,903
)

$
(110,399
)

$
(161,302
)Amounts recognized in Accumulated Other Comprehensive
    Income/(Loss) consist of:Net actuarial gain/(loss)

$
21,854


$
(1,660
)

$
20,194



$
11,976


$
(6,442
)

$
5,534Prior service cost


(1,878
)






(1,878
)











Net amount recognized, before tax effect

$
19,976


$
(1,660
)

$
18,316



$
11,976


$
(6,442
)

$
5,534  159




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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 reinvestment32.5%

Bonds EMU

JPM EMU10%

Bonds EMU Corporate

iBoxx Euro Corporate Bonds7.5%

Real Estate EMU

EPRA Eurozone  160




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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. PlansU.S. equity securities


50
%


50
%Non-U.S.
    equity securities


20
%


20
%Debt securities


30
%


30
%Total


100
%


100
%Non-U.S.
    PlansU.S. equity securities


9
%


9
%Non-U.S.
    equity securities


29
%


29
%Corporate bonds


25
%


25
%Real estate


4
%


4
%Other assets


33
%


33
%Total


100
%


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


Non-U.S.


TotalTwelve-month period ending March 31, 2009

$
7,077


$
11,139


$
18,2162010


9,372



9,203



18,5752011


12,065



8,249



20,3142012


15,145



8,559



23,7042013


18,586



9,224



27,8102014-2018


156,095



55,272



211,367     U.S.


Non-U.S.


TotalExpected contributions

$
30,697


$
8,343


$
39,040   OTHER
    POSTRETIREMENT BENEFIT PLANS
     161




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TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
  NOTES TO COMBINED FINANCIAL STATEMENTS 
    (Continued)
      March 31, 2008


March 31, 2007Service cost

$
2,577


$
1,177Interest cost


3,799



1,918Expected return on plan assets


(2,157
)


(1,120
)Net periodic postretirement benefit costs

$
4,219


$
1,975     Discount rate for obligations


6.00
%Discount rate for expense


5.75
%Health care cost trend ratesPre-age 65


5.00
%Post-age 65


9.00
%Compensation increase rate for obligations


3.50
%Compensation increase rate for expense


3.50
%Long-term rate of return on plan assets


7.25
%     1% Increase


1% DecreaseEffect on total service and interest costs

$
134


$
(105
)Effect on postretirement benefit obligation

$
1,250


$
(1,001
)   and/or
 162




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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)
    March 31, 2008


March 31, 2007Change in Benefit ObligationBenefit obligation, beginning of period

$
72,472


$
72,315Service cost


2,577



1,177Interest cost


3,799



1,918Actuarial gain


(27,254
)


(205
)Benefits paid


(4,265
)


(2,733
)Benefit obligation, end of period

$
47,329


$
72,472Change in Plan AssetsPlan assets at fair value, beginning of period

$
32,934


$
32,545Actual return on plan assets


1,037



1,092Employer contributions


2,632



2,030Benefits paid from plan assets


(4,265
)


(2,733
)Plan assets at fair value, end of period

$
32,338


$
32,934Accrued Cost as Included in the Combined Balance SheetsNoncurrent benefit obligations

$
14,991


$
39,538Net Actuarial Gain Recognized in Accumulated Other Comprehensive
    Income

$
26,316


$
182     2009

$
2,8852010


3,7132011


4,0392012


4,0622013


4,1792014-2018


20,281   SAVINGS
    PLANS
     163




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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)
    8.
    INCOME
    TAXES        March 31, 2008


March 31, 2007Current income taxesU.S. Federal

$
(2,752
)

$
1,327State


(752
)


(404
)Foreign


57,082



13,513Total current income taxes


53,578



14,436Deferred income taxesU.S. Federal


(9,936
)


712State


(729
)


250Foreign


(18,737
)


(5,535
)Total deferred income taxes


(29,402
)


(4,573
)Total income tax provision presented in combined statements of
    operations

$
24,176


$
9,863     March 31, 2008


March 31, 2007U.S. income (loss)

$
(34,032
)

$
3,360Foreign income


168,527



19,638Income before income taxes and minority interest

$
134,495


$
22,998    164




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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)
    March 31, 2008


March 31, 2007Income tax expense, computed at the statutory rate of 35%

$
47,073


$
8,049State income taxes, net of U.S. federal income tax effect


(963
)


(100
)Tax differential on foreign earnings


(9,074
)


2,495Changes to valuation allowances


1,808



Foreign tax on U.S. earnings


5,311



Effect of enacted
    Non-U.S. tax
    rate changes on deferred income taxes


(18,320
)


Nondeductible expenses and other


(1,659
)


(581
)Total income tax expense

$
24,176


$
9,863Effective tax rate


18.0
%


42.9
%       March 31, 2008


March 31, 2007Net operating loss carryforwards

$
352,821


$
350,647Goodwill and intangibles


(532,239
)


(498,176
)Fixed assets


(66,354
)


(89,547
)Decommissioning


87,162



48,980Compensation and benefits


40,993



32,624Deferred revenue and contract reserves


6,706



24,918Interest


29,179



10,028Product warranty


12,994



15,110General liability


(2,461
)


10,670Inventory


(227,500
)


(256,500
)Restructuring


1,437



2,383Other financial reserves


5,620



1,378Valuation allowance


(21,878
)


(16,817
)Other


28,203



10,094Total net deferred income tax liabilities

$
(285,317
)

$
(354,208
)  165




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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)
    March 31,


March 31,2008


2007Current deferred tax assets, net of valuation allowance of
    $1,530 at March 31, 2008 and $0 at March 31, 2007

$
138,664


$
84,041Current deferred tax liabilities


(8,176
)


(31,408
)Net current deferred tax asset


130,488



52,633Noncurrent deferred tax assets, net of a valuation allowance of
    $20,348 at March 31, 2008 and $16,817 at March 31, 2007


349,611



510,467Noncurrent deferred tax liabilities


(765,416
)


(917,308
)Net noncurrent deferred tax liabilities


(415,805
)


(406,841
)Total net deferred income tax liabilities

$
(285,317
)

$
(354,208
)            166




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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)
    Unrecognized tax benefit, beginning of period

$
11,668Gross increases in tax positions in current period


713Lapse of statute of limitations or closed audits


(2,824
)Unrecognized tax benefits, end of period

$
9,557             9.
    INVENTORIES    March 31,


March 31,2008


2007Raw materials and consumables

$
77,787


$
61,935Work in process


88,957



90,959Finished goods


102,719



102,803Engineering inventory


1,458



19,519Uranium inventory


186,359



104,710Gross inventories


457,280



379,926Reserves for inactive and obsolete stock


(15,371
)


(18,186
)Inventories

$
441,909


$
361,740    167




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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    March 31,


March 31,2008


2007Land

$
18,433


$
17,864Buildings and improvements


149,354



127,932Machinery and equipment


334,280



261,072Construction in progress


106,647



76,138Total


608,714



483,006Less accumulated depreciation


93,898



29,319Property, plant, and equipment, net

$
514,816


$
453,687     March 31,


March 31,2008


2007Cost of goods sold

$
35,297


$
17,893Marketing, administrative, and general expenses


26,003



12,063Total

$
61,300


$
29,956   11.
    OTHER
    CURRENT AND NONCURRENT ASSETS    March 31,


March 31,2008


2007Other Current AssetsPrepaid insurance, taxes and other services

$
103,178


$
37,835Estimated settlement of environmental claim


16,309



15,516Derivative instruments, at fair value


23,493



2,177Other


9,416



4,547Other current assets

$
152,396


$
60,075Other Noncurrent AssetsIndemnity for Hematite decommissioning

$
59,400


$
88,600Restricted cash


38,251



38,251Other


11,346



6,895Other noncurrent assets

$
108,997


$
133,746    168




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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.
    DEBT AND
    CREDIT FACILITIES  Revolving credit facility
  Accounts receivable securitization program
   169




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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)
  13.
    OTHER
    CURRENT AND NONCURRENT LIABILITIES    March 31,


March 31,2008


2007Other Current LiabilitiesAccrued payroll and other employee compensation

$
71,892


$
41,255Vacation liability


60,887



56,937Accrued royalties and commissions


48,979



9,652Contract and other reserves


39,126



54,551Accrued income and other taxes


32,670



35,323Contractually obligated liabilities


35,590



35,019Reserve for decommissioning matters


24,368



1,375Accrued product warranty


22,969



24,489Derivative instruments, at fair value


16,870



6,947Other


70,257



52,913Other current liabilities

$
423,608


$
318,461Other Noncurrent LiabilitiesEnvironmental liabilities

$
28,575


$
9,383Accrued product warranty


19,416



17,204Reserve for contract losses


11,841



4,731Unfavorable lease reserve


7,471



9,874Reserve for legal liability


854



4,857Other


32,613



13,477Other noncurrent liabilities

$
100,770


$
59,526   14.
    STOCKHOLDERS
    EQUITY       170




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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)
    15.
    COMMITMENTS
    AND CONTINGENCIES  Settlement Obligations
  and/or
        For the period ending March 31,2009

$
22,5172010


18,7422011


6,8802012


7,2202013


3,764Thereafter


2,704$
61,827    171




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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)
    Product Warranty
  March 31,


March 31,2008


2007Balance, beginning of period

$
41,693


$
44,258Liabilities settled


(14,771
)


(7,839
)Additional liabilities accrued


14,779



5,138Foreign currency translation effect


684



136Balance, end of period

$
42,385


$
41,693   General 
  Environmental Matters
     172




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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)
  Commitments
  Other
  16.
    SALES OF
    AP1000 NUCLEAR PLANTS    CHINA
            U.S.
    ACTIVITY
   173




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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)
        17.
    SALES OF
    URANIUM    18.
    LEASES      For the period ended March 31,2009

$
26,7292010


28,6552011


32,3592012


20,1822013


19,536Thereafter


202,360Minimum lease payments

$
329,821  174




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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.
    OTHER
    INCOME AND EXPENSES    March 31,


March 31,2008


2007Gain on foreign currency transactions, net

$
17,381


$
773Other


2,090



(4,411
)Total

$
19,471


$
(3,638
)   20.
    RELATED-PARTY
    TRANSACTIONS    Lender

Borrower

Receivable


Accrued Interest


Interest RateWestinghouse

Toshiba International Finance (UK) plc.

$
199,912


$
110



*4.43
%TNEH-UK

Toshiba International Finance (UK) plc.

$
50,181


$
38



5.55
%     *
    
    Weighted average interest rate for four separate loans.    Lender

Borrower

Receivable


Accrued Interest


Interest RateWestinghouse

Toshiba International Finance (UK) plc.

$
196,303


$
136



*5.06
%TNEH-UK

Toshiba International Finance (UK) plc.

$
22,480


$
16



5.37
%TNEH-US

Toshiba International Finance (UK) plc.

$
15,400


$
11



5.33
%Westinghouse

Toshiba America Capital Corp.

$
113,821


$
27



*5.28
%     *
    
    Weighted average interest rate for three separate loans.      March 31,


March 31,2008


2007Revenue

$
18,897


$
4,588Cost of goods sold

$
3,711


$
1,665Marketing, administrative, and general expenses

$
124


$
77  175




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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)
    March 31,


March 31,2008


2007Receivables, net

$
2,427


$
3,004Other current assets

$
814


$
863Accounts payable

$
389


$
191  176




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    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
 177




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##### Table of Contents



Identification
    of Material Weaknesses
    (1)
    Project
    Reporting of Estimates of Cost at Completion on EPC Complex
    Fixed-Price Contracts    
    We did not maintain internal controls to ensure that EACs were
    updated completely and accurately on a timely basis.
    Additionally, documentation of EACs was not sufficiently
    detailed to allow for an effective analysis and review of the
    completeness, accuracy, and reasonableness of the EACs by
    knowledgeable management;
    Our policies and procedures were not designed to ensure adequate
    identification and disclosure by project management of changes
    in the assumptions used to develop EACs that could be material
    to the financial reporting of the project;
    Our policies and procedures were not designed to require
    periodic detail reviews of EACs by personnel independent of the
    project to timely identify deficiencies in the operation of
    internal controls, including those that could arise from
    management override; and
    Our policies and procedures were not designed to ensure periodic
    written certification as to whether the project team prepared
    the EACs in accordance with our EAC policies and procedures and
    that the EAC reasonably reflect project managements best
    estimates of cost at completion of the project.  Form 10-K.
  (2)
    Accounting
    for Income Taxes  Accounting
    for Income Taxes Form 10-K.
  Form 10-K.
  Remediation
    of Material Weaknesses in Process
      Risk Factors Form 10-K,
 178




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##### Table of Contents



Form 10-K. Form 10-K
    c)
    Changes
    in Internal Control over Financial Reporting    Remediation
    of Material Weaknesses That Existed as of August 31,
    2007
    (1)
    Control
    Environment over Financial Reporting    
    We have hired additional experienced managerial, supervisory and
    staff accounting professionals to provide resources for
    analyzing and properly recording the results of operations in
    our financial statements, including the corresponding
    disclosures. Since August 31, 2007, we have added in excess
    of 60 accounting and finance personnel, net of terminations and
    resignations. To supplement our staffing needs, we engaged
    qualified temporary personnel to fill key open positions until
    we are able to fill these positions with full time employees.
    During the three months ended August 31, 2008 we completed
    issuing and implementing what we believe to be the most
    important of our accounting policies and procedures to our
    control environment over financial reporting and completed
    training on all of these policies. Approximately
    400 employees attended training sessions on our new
    accounting policies and procedures and our updated authority
    matrices. During the three months ended August 31, 2008, we
    designed and implemented a process to obtain acknowledgements
    that key accounting personnel have read and understood the
    policies that we have issued, and we recorded over 3,400
    acknowledgements.
    We completed the process of developing and communicating roles
    and responsibilities for key accounting and finance positions.
    These roles and responsibilities include cross-references to
    policies and process maps related to each position. 179




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##### Table of Contents




    Our training programs on our accounting policies and procedures
    include topics on significant controls that contributed to our
    previous material weaknesses on Complex or Non-Routine
    Accounting Matters and Period-End Financial Reporting Process.
    We completed development of a process to ensure that additional
    training and development programs will be identified, developed
    and delivered as needed in the future.  (2)
    Complex
    or Non-Routine Accounting Matters  and/or
  
    We formalized our accounting research team. We supplemented our
    needs with temporary professional personnel pending the hiring
    of additional permanent employees to meet our needs.
    We established a subject matter expert network on complex and
    other accounting matters.
    We implemented a procedure related to the review and approval of
    significant accounting technical judgments and non-routine
    transactions.
    We completed testing of our remedial efforts related to the
    application of FIN 46(R), accounting for stock compensation
    and self insurance accruals.  (3)
    Period-End
    Financial Reporting Process    
    We completed testing of our remedial actions related to the
    review and approval of journal entries and documentation
    requirements for journal entries.
    We focused on implementing, training and testing our improved
    controls over the preparation and review of account
    reconciliations. We implemented an account reconciliation tool
    during the three months ended August 31, 2008 to help us
    standardize reconciliation templates, require quality ratings
    for account reconciliations, improve efficiency in monitoring
    the timeliness and quality of our account reconciliations, and
    identify and monitor any remaining risk in the account
    reconciliations related to unreconciled items.
    We completed, implemented and tested enhanced procedures
    relating to the financial statements we receive from our joint
    ventures and reconciling the joint venture financial statements
    to the related amounts recorded in our financial statements.
    We completed the testing of remedial actions related to the
    timely review of the recording of contract, overhead and other
    costs and the implementation of various checklists to improve
    the controls relating to our closing process and the preparation
    of our quarterly and annual reports.  (4)
    E&C
    Segment Control Environment Deficiency  Form 10-Q
  (5) E&C
    Segment Project Reporting Deficiency
    Item 9B.
    Other
    Information.   180




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
  J. M. Bernhard, Jr.
  James F. Barker
  Thos. E. Capps
  L. Lane Grigsby
  Daniel A. Hoffler
  David W. Hoyle
  Michael J. Mancuso
 181




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##### Table of Contents



Albert D. McAlister
  Executive
    Officers
    Name

Age

PositionJ.M. Bernhard, Jr.


54


Chairman of the Board of Directors, President and Chief
    Executive OfficerDavid P. Barry


57


President of the Nuclear Division of the Fossil & Nuclear
    SegmentRobert L. Belk


59


Executive Vice PresidentDavid L. Chapman, Sr.


63


President of the Fabrication & Manufacturing (F&M)
    SegmentBrian K. Ferraioli


53


Executive Vice President and Chief Financial OfficerR. Monty Glover


55


President of the Fossil Division of the Fossil & Nuclear
    SegmentGary P. Graphia


46


Executive Vice President, Corporate Development and StrategyD. Ron McCall


60


President of the Maintenance SegmentGeorge P. Bevan


61


President of the Environmental & Infrastructure (E&I)
    SegmentLou Pucher


65


President of the Energy & Chemicals (E&C) SegmentClifton S. Rankin


40


Corporate Secretary and General CounselMichael J. Kershaw


59


Senior Vice President and Chief Accounting Officer   J.M. Bernhard, Jr
  David P. Barry
  Robert L. Belk
  David L. Chapman, Sr.
 182




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##### Table of Contents



Brian K. Ferraioli
  R. Monty Glover
  Gary P. Graphia
  D. Ron McCall
  George P. Bevan
  Lou Pucher
  Clifton S. Rankin
  Michael J. Kershaw
 183




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##### Table of Contents



Corporate
    Governance
  Form 10-K,
  Code
    of Corporate Conduct and Ethics
  Form 10-K, www.shawgrp.com
  
  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,
 184




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##### Table of Contents



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 Sheet as of March 31, 2008Combined Statement of Operations for the period from
    October 1, 2006 to March 31, 2007Combined Statement of Stockholders Equity for the period
    from October 1, 2006 to March 31, 2007Combined Statement of Cash Flows for the period from
    October 1, 2006 to March 31, 2007Notes to Combined Financial Statements   Financial Statement Schedules.
    Exhibits.
  Form 10-K. Regulation S-K.
  Form 10-K Regulation S-K.
  SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

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)

The Shaw Group Inc. Current Report on 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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

2.02 185




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference3
.1

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

The Shaw Group Inc. Annual Report on 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

The Shaw Group Inc. Annual Report on Form 10-K/A (Amendment No.
    1) for the fiscal year ended August 31, 2006

1-12227

3.24
.1

Specimen Common Stock Certificate

The Shaw Group Inc. Annual Report on 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)

The Shaw Group Inc. Registration Statement on Form 8-A filed on
    July 30, 2001

1-12227

99.1*10
.1

The Shaw Group Inc. 2001 Employee Incentive Compensation Plan,
    amended and restated through November 2, 2007

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.4*10
.2

Form of Incentive Stock Option Agreement under The Shaw Group
    Inc. 2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.6*10
.3

Form of Non-Qualified Stock Option Agreement under The Shaw
    Group Inc. 2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.5*10
.4

Form of Restricted Stock Agreement under The Shaw Group Inc.
    2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Current Report on Form 8-K filed on October
    12, 2004

1-12227

10.3*10
.5

Form of Restricted Stock Unit Agreement under the Shaw Group
    Inc. 2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.6*10
.6

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

The Shaw Group Inc. Registration Statement on Form S-8 filed on
    June 12, 2001

333-62856

4.6*10
.7

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

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2001

1-12227

10.1 186




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.8

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

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.5*10
.9

Form of Nonqualified Stock Option Agreement under the 2005
    Non-Employee Director Stock Incentive Plan

The Shaw Group Inc. Current Report on Form 8-K filed on January
    31, 2006

1-12227

10.2*10
.10

Form of Phantom Stock Agreement under the 2005 Non-Employee
    Director Stock Incentive Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.8*10
.11

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

The Shaw Group Inc. Proxy Statement for the 2008 Annual Meeting
    of Shareholders contained in The Shaw Group Inc.s Schedule
    14A filed on December 26, 2007

1-12227

(Contained at pages 11 to 13)*10
.12

Flexible Perquisites Program for certain executive officers

The Shaw Group Inc. Current Report on Form 8-K filed on November
    1, 2004

1-12227

Description contained under Item 1.01 of the referenced Form 8-K*10
.13

The Shaw Group Inc. 2005 Management Incentive Plan

The Shaw Group Inc. Current Report on Form 8-K filed on March 3,
    2006

1-12227

10.1*10
.14

Written description of the Companys incentive compensation
    policies programs for executive officers, including performance
    targets for fiscal year end 2008

The Shaw Group Inc. Proxy Statement for the 2008 Annual Meeting
    of Shareholders contained in The Shaw Group Inc.s Schedule
    14A filed on December 26, 2007

1-12227

(Contained at pages 22 to 71)*10
.15

Employment Agreement dated as of January 23, 2007, by and
    between the Company and J.M. Bernhard, Jr.

The Shaw Group Inc. Current Report on Form 8-K filed on January
    25, 2007

1-12227

10.1*10
.16

Employment Agreement dated as of May 1, 2000, by and between the
    Company and Robert L. Belk

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2000

1-12227

10.8*10
.17

Amendment to Employment Agreement of Robert L. Belk dated as of
    December 1, 2004

The Shaw Group Inc. Current Report on Form 8-K filed on December
    3, 2004

1-12227

10.1*10
.18

Third Amendment to Employment Agreement of Robert L. Belk dated
    December 31, 2006

The Shaw Group Inc. Quarterly Report Form 10-Q for the quarter
    ended November 30, 2006

1-12227

10.14*10
.19

Fourth Amendment to Employment Agreement of Robert L. Belk dated
    July 6, 2007

The Shaw Group Inc. Current Report on Form 8-K filed July 11,
    2007

1-12227

10.1*10
.20

Employment Agreement effective as of August 13, 2003, by and
    between the Company and Richard F. Gill

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2007

1-12227

10.19 187




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.21

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

The Shaw Group Inc. Current Report on Form 8-K filed December
    24, 2003

1-12227

99.1*10
.22

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

The Shaw Group Inc. Current Report on Form 8-K filed on January
    12, 2005

1-12227

10.1*10
.23

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

The Shaw Group Inc. Current Report on Form 8-K filed on March
    17, 2008

1-12227

10.1*10
.24

Employment Agreement and Nonsolicitation and Noncompete
    Agreement, both dated as of July 3, 2007, between the Company
    and Roy Montgomery Glover

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2007

1-12227

10.64*10
.25

Employment Agreement and Nondisclosure and Noncompetition
    Agreement, both dated as of October 10, 2007, between the
    Company and Dirk J. Wild

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.3*10
.26

Employment Agreement of Gary P. Graphia dated October 14, 2005

The Shaw Group Inc. Current Report on Form 8-K filed on October
    14, 2005

1-12227

10.1*10
.27

First Amendment to Employment Agreement of Gary P. Graphia dated
    as of May 7, 2007

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2007

1-12227

10.3*10
.28

Employment Agreement of David P. Barry effective as of March 13,
    2006

The Shaw Group Inc. Current Report on Form 8-K filed on March
    14, 2006



10.1*10
.29

Employment Agreement of G. Patrick Thompson effective as of
    July 6, 2006

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.3*10
.30

Employment Agreement of Ronald W. Oakley dated effective as of
    August 3, 2006

The Shaw Group Inc. Current Report on Form 8-K filed on August
    4, 2006

1-12227

10.1*10
.31

Amendment to Employment Agreement of Ronald W. Oakley

The Shaw Group Inc. Current Report on Form 8-K filed on July 2,
    2008

1-12227

10.1*10
.32

Agreement effective as of November 18, 2006 by and between the
    Company and Thomas A. Barfield, Jr.

The Shaw Group Inc. Current Report on Form 8-K filed on February
    2, 2007

1-12227

10.1*10
.33

Employment Agreement dated as of May 7, 2007, and related
    Nondisclosure and Noncompetition Agreement by and between the
    Company and Clifton Scott Rankin

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2007

1-12227

10.4 188




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.34

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

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2007

1-12227

10.34*10
.35

Employment Agreement effective as of July 17, 2007 between the
    Company and Brian K. Ferraioli

The Shaw Group Inc. Current Report on Form 8-K filed on October
    15, 2007

1-12227

10.1*10
.36

Offer Letter dated as of August 17, 2007, by and between
    the Company and Michael J. Kershaw

The Shaw Group Inc. Current Report on Form 8-K filed on December
    21, 2007

1-12227

10.1*10
.37

Employment Agreement and Nondisclosure and Noncompetition
    Agreement, both dated effective July 4, 2007, by and between the
    Company and Lou Pucher

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.2*10
.38

The Shaw Group Inc. 401(k) Plan

The Shaw Group Inc. Registration Statement on Form S-8 filed on
    May 4, 2004

333-115155

4.6*10
.39

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

The Shaw Group Inc. Registration Statement on Form S-8 filed on
    May 4, 2004

333-115155

4.6*10
.40

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

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended February 28, 2007

1-12227

10.610
.41

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

The Shaw Group Inc. Current Report on Form 8-K filed on July 28,
    2000

1-12227

2.110
.42

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:(a) Amendment No. 1, dated January 24, 2002, to Asset
    Purchase Agreement, (b) Amendment No. 2, dated January 29, 2002,
    to Asset Purchase Agreement, and (c) 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

The Shaw Group Inc. Current Report on Form 8-K filed on May 16,
    2002

1-12227

2.1 189




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.43

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.

The Shaw Group Inc. Current Report on Form 8-K filed on May 16,
    2002

1-12227

2.210
.44

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.

The Shaw Group Inc. Current Report on Form 8-K filed on May 16,
    2002

1-12227

2.310
.45

$450,000,000 Credit Agreement dated as of April 25, 2005, by and
    among the Company, BNP Paribas and The Other Lenders Signatory
    Thereto, BNP Paribas Securities Corp., Bank of Montreal, Credit
    Suisse First Boston, UBS Securities LLC, Regions Bank and
    Merrill Lynch Pierce, Fenner & Smith, Incorporated

The Shaw Group Inc. Current Report on Form 8-K filed on April
    28, 2005

1-12227

10.110
.46

Amendment No. 1 dated as of October 3, 2005, to that certain
    $450,000,000 Credit Agreement dated April 25, 2005, by and among
    the Company, BNP Paribas and The Other Lenders Signatory
    Thereto, BNP Paribas Securities Corp., Bank of Montreal, Credit
    Suisse First Boston, UBS Securities LLC, Regions Bank and
    Merrill Lynch Pierce, Fenner & Smith, Incorporated

The Shaw Group Inc. Current Report on Form 8-K filed on October
    4, 2005

1-12227

10.110
.47

Amendment No. 2 dated as of February 27, 2006, to that certain
    $450,000,000 Credit Agreement dated April 25, 2005, by and among
    the Company, BNP Paribas and The Other Lenders Signatory
    Thereto, BNP Paribas Securities Corp., Bank of Montreal, Credit
    Suisse First Boston, UBS Securities LLC, Regions Bank and
    Merrill Lynch Pierce, Fenner & Smith, Incorporated

The Shaw Group Inc. Current Report on Form 8-K filed on February
    28, 2006

1-12227

10.1 190




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.48

Amendment No. 3 dated as of June 20, 2006, to that certain
    $450,000,000 Credit Agreement dated April 25, 2005, by and among
    the Company, BNP Paribas and The Other Lenders Signatory
    Thereto, BNP Paribas Securities Corp., Bank of Montreal, Credit
    Suisse First Boston, UBS Securities LLC, Regions Bank and
    Merrill Lynch Pierce, Fenner & Smith, Incorporated

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2006

1-12227

10.3810
.49

Amendment No. 4 dated as of October 13, 2006, among the Company,
    as borrower; the subsidiaries of the Company signatories
    thereto, as guarantors; BNP Paribas, as administrative agent;
    BNP Paribas Securities Corp., as joint lead arranger and sole
    bookrunner; Bank of Montreal, as joint lead arranger; Credit
    Suisse First Boston, acting through its Cayman branch, as
    co-syndication
    agent; UBS Securities LLC, as co-syndication agent; and the
    other lenders signatory thereto

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.110
.50

Amendment No. 6 dated October 15, 2008, among the
    Company, as borrower, BNP Paribas, as administrative agent, and
    the other lenders signatory to that certain Credit Agreement
    dated April 25, 2005, as amended

The Shaw Group Inc. Current Report on Form 8-K filed on October
    21, 2008

1-12227

10.110
.51

Amendment No. 5 dated January 14, 2008, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005, as amended.

The Shaw Group Inc. Current Report on Form 8-K filed on January
    18, 2008

1-12227

10.110
.52

Waiver dated as of January 18, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005, as amended

The Shaw Group Inc. Current Report on Form 8-K filed on January
    18, 2007

1-12227

10.1 191




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.53

Waiver dated as of March 19, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on March
    19, 2007

1-12227

10.110
.54

Waiver dated as of April 16, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on April
    17, 2007

1-12227

10.110
.55

Waiver dated as of July 16, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on July 16,
    2007

1-12227

10.110
.56

Waiver dated as of August 30, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on
    September 6, 2007

1-12227

10.110
.57

Waiver dated as of November 26, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated April
    25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on November
    30, 2007

1-12227

10.110
.58

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.210
.59

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.3 192




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.60

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)

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.410
.61

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.510
.62

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.610
.63

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.710
.64

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.810
.65

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.910
.66

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1010
.67

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1110
.68

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1214
.1

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

The Shaw Group Inc. Annual Report on Form
    10-K for the
    fiscal year ended August 31, 2007

1-12227

14.1 193




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference14
.2

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

The Shaw Group Inc. Annual Report on Form
    10-K for the
    fiscal year ended August 31, 2007

1-12227

14.214
.3

The Shaw Group Inc. Insider Trading Policy dated June 2006

The Shaw Group Inc. Annual Report on 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
.2

Consent of Ernst & Young LLP, former independent registered
    public accounting firm of The Shaw Group Inc.23
.3

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  194




---



##### Table of Contents



SIGNATURES
      /s/  J.
    M. Bernhard, Jr.  By:
    J. M. Bernhard, Jr.      Signature

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

Chairman of the Board, President and Chief Executive Officer and
    Director(Principal Executive Officer)/s/  Brian
    K. FerraioliBrian
    K. Ferraioli

Chief Financial Officer(Principal Financial Officer)/s/  Michael
    J. KershawMichael
    J. Kershaw

Senior Vice President and Chief Accounting Officer(Principal Accounting Officer)/s/  Albert
    D. McAlisterAlbert
    D. McAlister

Director/s/  L.
    Lane GrigsbyL.
    Lane Grigsby

Director/s/  David
    W. HoyleDavid
    W. Hoyle

Director/s/  James
    F. BarkerJames
    F. Barker

Director/s/  Daniel
    A. HofflerDaniel
    A. Hoffler

Director/s/  Michael
    J. MancusoMichael
    J. Mancuso

Director/s/  Thomas
    E. CappsThomas
    E. Capps

Director  195




---



##### Table of Contents



THE SHAW
    GROUP INC.
    EXHIBIT INDEX
  Form 10-K. Regulation S-K.
  Form 10-K Regulation S-K.
  SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

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)

The Shaw Group Inc. Current Report on 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

The Shaw Group Inc. Current Report on 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

The Shaw Group Inc. Annual Report on 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

The Shaw Group Inc. Annual Report on Form 10-K/A (Amendment No.
    1) for the fiscal year ended August 31, 2006

1-12227

3.24
.1

Specimen Common Stock Certificate

The Shaw Group Inc. Annual Report on 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)

The Shaw Group Inc. Registration Statement on Form 8-A filed on
    July 30, 2001

1-12227

99.1 196




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.1

The Shaw Group Inc. 2001 Employee Incentive Compensation Plan,
    amended and restated through November 2, 2007

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.4*10
.2

Form of Incentive Stock Option Agreement under The Shaw Group
    Inc. 2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.6*10
.3

Form of Non-Qualified Stock Option Agreement under The Shaw
    Group Inc. 2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.5*10
.4

Form of Restricted Stock Agreement under The Shaw Group Inc.
    2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Current Report on Form 8-K filed on October
    12, 2004

1-12227

10.3*10
.5

Form of Restricted Stock Unit Agreement under the Shaw Group
    Inc. 2001 Employee Incentive Compensation Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.6*10
.6

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

The Shaw Group Inc. Registration Statement on Form S-8 filed on
    June 12, 2001

333-62856

4.6*10
.7

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

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2001

1-12227

10.1*10
.8

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

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.5*10
.9

Form of Nonqualified Stock Option Agreement under the 2005
    Non-Employee Director Stock Incentive Plan

The Shaw Group Inc. Current Report on Form 8-K filed on January
    31, 2006

1-12227

10.2*10
.10

Form of Phantom Stock Agreement under the 2005 Non-Employee
    Director Stock Incentive Plan

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.8*10
.11

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

The Shaw Group Inc. Proxy Statement for the 2008 Annual Meeting
    of Shareholders contained in The Shaw Group Inc.s Schedule
    14A filed on December 26, 2007

1-12227

(Contained at pages 11 to 13)*10
.12

Flexible Perquisites Program for certain executive officers

The Shaw Group Inc. Current Report on Form 8-K filed on November
    1, 2004

1-12227

Description contained under Item 1.01 of the referenced Form 8-K 197




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.13

The Shaw Group Inc. 2005 Management Incentive Plan

The Shaw Group Inc. Current Report on Form 8-K filed on March 3,
    2006

1-12227

10.1*10
.14

Written description of the Companys incentive compensation
    policies programs for executive officers, including performance
    targets for fiscal year end 2008

The Shaw Group Inc. Proxy Statement for the 2008 Annual Meeting
    of Shareholders contained in The Shaw Group Inc.s Schedule
    14A filed on December 26, 2007

1-12227

(Contained at pages 22 to 71)*10
.15

Employment Agreement dated as of January 23, 2007, by and
    between the Company and J.M. Bernhard, Jr.

The Shaw Group Inc. Current Report on Form 8-K filed on January
    25, 2007

1-12227

10.1*10
.16

Employment Agreement dated as of May 1, 2000, by and
    between the Company and Robert L. Belk

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2000

1-12227

10.8*10
.17

Amendment to Employment Agreement of Robert L. Belk dated as of
    December 1, 2004

The Shaw Group Inc. Current Report on Form 8-K filed on December
    3, 2004

1-12227

10.1*10
.18

Third Amendment to Employment Agreement of Robert L. Belk dated
    December 31, 2006

The Shaw Group Inc. Quarterly Report Form 10-Q for the quarter
    ended November 30, 2006

1-12227

10.14*10
.19

Fourth Amendment to Employment Agreement of Robert L. Belk dated
    July 6, 2007

The Shaw Group Inc. Current Report on Form 8-K filed July 11,
    2007

1-12227

10.1*10
.20

Employment Agreement effective as of August 13, 2003, by
    and between the Company and Richard F. Gill

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2007

1-12227

10.19*10
.21

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

The Shaw Group Inc. Current Report on Form 8-K filed December
    24, 2003

1-12227

99.1*10
.22

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

The Shaw Group Inc. Current Report on Form 8-K filed on January
    12, 2005

1-12227

10.1*10
.23

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

The Shaw Group Inc. Current Report on Form 8-K filed on March
    17, 2008

1-12227

10.1*10
.24

Employment Agreement and Nonsolicitation and Noncompete
    Agreement, both dated as of July 3, 2007, between the
    Company and Roy Montgomery Glover

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2007

1-12227

10.64*10
.25

Employment Agreement and Nondisclosure and Noncompetition
    Agreement, both dated as of October 10, 2007, between the
    Company and Dirk J. Wild

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.3 198




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.26

Employment Agreement of Gary P. Graphia dated October 14,
    2005

The Shaw Group Inc. Current Report on Form 8-K filed on October
    14, 2005

1-12227

10.1*10
.27

First Amendment to Employment Agreement of Gary P. Graphia dated
    as of May 7, 2007

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2007

1-12227

10.3*10
.28

Employment Agreement of David P. Barry effective as of
    March 13, 2006

The Shaw Group Inc. Current Report on Form 8-K filed on March
    14, 2006



10.1*10
.29

Employment Agreement of G. Patrick Thompson effective as of
    July 6, 2006

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2006

1-12227

10.3*10
.30

Employment Agreement of Ronald W. Oakley dated effective as of
    August 3, 2006

The Shaw Group Inc. Current Report on Form 8-K filed on August
    4, 2006

1-12227

10.1*10
.31

Amendment to Employment Agreement of Ronald W. Oakley

The Shaw Group Inc. Current Report on Form 8-K filed on July 2,
    2008

1-12227

10.1*10
.32

Agreement effective as of November 18, 2006 by and between
    the Company and Thomas A. Barfield, Jr.

The Shaw Group Inc. Current Report on Form 8-K filed on February
    2, 2007

1-12227

10.1*10
.33

Employment Agreement dated as of May 7, 2007, and related
    Nondisclosure and Noncompetition Agreement by and between the
    Company and Clifton Scott Rankin

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended May 31, 2007

1-12227

10.4*10
.34

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

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2007

1-12227

10.34*10
.35

Employment Agreement effective as of July 17, 2007 between
    the Company and Brian K. Ferraioli

The Shaw Group Inc. Current Report on Form 8-K filed on October
    15, 2007

1-12227

10.1*10
.36

Offer Letter dated as of August 17, 2007, by and between
    the Company and Michael J. Kershaw

The Shaw Group Inc. Current Report on Form 8-K filed on December
    21, 2007

1-12227

10.1*10
.37

Employment Agreement and Nondisclosure and Noncompetition
    Agreement, both dated effective July 4, 2007, by and
    between the Company and Lou Pucher

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2007

1-12227

10.2*10
.38

The Shaw Group Inc. 401(k) Plan

The Shaw Group Inc. Registration Statement on Form S-8 filed on
    May 4, 2004

333-115155

4.6*10
.39

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

The Shaw Group Inc. Registration Statement on Form S-8 filed on
    May 4, 2004

333-115155

4.6 199




---



##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference*10
.40

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

The Shaw Group Inc. Quarterly Report on Form 10-Q for the
    quarter ended February 28, 2007

1-12227

10.610
.41

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

The Shaw Group Inc. Current Report on Form 8-K filed on July 28,
    2000

1-12227

2.110
.42

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:(a) Amendment No. 1, dated January 24,
    2002, to Asset Purchase Agreement, (b) Amendment
    No. 2, dated January 29, 2002, to Asset Purchase
    Agreement, and (c) 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

The Shaw Group Inc. Current Report on Form 8-K filed on May 16,
    2002

1-12227

2.110
.43

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.

The Shaw Group Inc. Current Report on Form 8-K filed on May 16,
    2002

1-12227

2.210
.44

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.

The Shaw Group Inc. Current Report on Form 8-K filed on May 16,
    2002

1-12227

2.310
.45

$450,000,000 Credit Agreement dated as of April 25, 2005,
    by and among the Company, BNP Paribas and The Other Lenders
    Signatory Thereto, BNP Paribas Securities Corp., Bank of
    Montreal, Credit Suisse First Boston, UBS Securities LLC,
    Regions Bank and Merrill Lynch Pierce, Fenner & Smith,
    Incorporated

The Shaw Group Inc. Current Report on Form 8-K filed on April
    28, 2005

1-12227

10.1 200




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.46

Amendment No. 1 dated as of October 3, 2005, to that
    certain $450,000,000 Credit Agreement dated April 25, 2005,
    by and among the Company, BNP Paribas and The Other Lenders
    Signatory Thereto, BNP Paribas Securities Corp., Bank of
    Montreal, Credit Suisse First Boston, UBS Securities LLC,
    Regions Bank and Merrill Lynch Pierce, Fenner & Smith,
    Incorporated

The Shaw Group Inc. Current Report on Form 8-K filed on October
    4, 2005

1-12227

10.110
.47

Amendment No. 2 dated as of February 27, 2006, to that
    certain $450,000,000 Credit Agreement dated April 25, 2005,
    by and among the Company, BNP Paribas and The Other Lenders
    Signatory Thereto, BNP Paribas Securities Corp., Bank of
    Montreal, Credit Suisse First Boston, UBS Securities LLC,
    Regions Bank and Merrill Lynch Pierce, Fenner & Smith,
    Incorporated

The Shaw Group Inc. Current Report on Form 8-K filed on February
    28, 2006

1-12227

10.110
.48

Amendment No. 3 dated as of June 20, 2006, to that
    certain $450,000,000 Credit Agreement dated April 25, 2005,
    by and among the Company, BNP Paribas and The Other Lenders
    Signatory Thereto, BNP Paribas Securities Corp., Bank of
    Montreal, Credit Suisse First Boston, UBS Securities LLC,
    Regions Bank and Merrill Lynch Pierce, Fenner & Smith,
    Incorporated

The Shaw Group Inc. Annual Report on Form 10-K for the fiscal
    year ended August 31, 2006

1-12227

10.3810
.49

Amendment No. 4 dated as of October 13, 2006, among
    the Company, as borrower; the subsidiaries of the Company
    signatories thereto, as guarantors; BNP Paribas, as
    administrative agent; BNP Paribas Securities Corp., as joint
    lead arranger and sole bookrunner; Bank of Montreal, as joint
    lead arranger; Credit Suisse First Boston, acting through its
    Cayman branch, as co-syndication agent; UBS Securities LLC, as
    co-syndication agent; and the other lenders signatory thereto

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1 201




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.50

Amendment No. 6 dated October 15, 2008, among the
    Company, as borrower, BNP Paribas, as administrative agent, and
    the other lenders signatory to that certain Credit Agreement
    dated April 25, 2005, as amended

The Shaw Group Inc. Current Report on Form 8-K filed on October
    21, 2008

1-12227

10.110
.51

Amendment No. 5 dated January 14, 2008, among the
    Company, as borrower, BNP Paribas, as administrative agent, and
    the other lenders signatory to that certain Credit Agreement
    dated April 25, 2005, as amended.

The Shaw Group Inc. Current Report on Form 8-K filed on January
    18, 2008

1-12227

10.110
.52

Waiver dated as of January 18, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated
    April 25, 2005, as amended

The Shaw Group Inc. Current Report on Form 8-K filed on January
    18, 2007

1-12227

10.110
.53

Waiver dated as of March 19, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated
    April 25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on March
    19, 2007

1-12227

10.110
.54

Waiver dated as of April 16, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated
    April 25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on April
    17, 2007

1-12227

10.110
.55

Waiver dated as of July 16, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated
    April 25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on July 16,
    200

1-12227

10.110
.56

Waiver dated as of August 30, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated
    April 25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on
    September 6, 2007

1-12227

10.1 202




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.57

Waiver dated as of November 26, 2007, among the Company, as
    borrower, BNP Paribas, as administrative agent, and the other
    lenders signatory to that certain Credit Agreement dated
    April 25, 2005 as amended

The Shaw Group Inc. Current Report on Form 8-K filed on November
    30, 2007

1-12227

10.110
.58

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.210
.59

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.310
.60

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)

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.410
.61

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.510
.62

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.610
.63

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.710
.64

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.810
.65

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.9 203




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference10
.66

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1010
.67

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1110
.68

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

The Shaw Group Inc. Current Report on Form 8-K filed on October
    18, 2006

1-12227

10.1214
.1

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

The Shaw Group Inc. Annual Report on 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)

The Shaw Group Inc. Annual Report on Form
    10-K for the
    fiscal year ended August 31, 2007

1-12227

14.214
.3

The Shaw Group Inc. Insider Trading Policy dated June 2006

The Shaw Group Inc. Annual Report on 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
.2

Consent of Ernst & Young LLP, former independent
    registered public accounting firm of The Shaw Group Inc.23
.3

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 204




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##### Table of Contents



SEC File or

ExhibitExhibit



Report or Registration

Registration

or OtherNumber

Document Description

Statement

Number

Reference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  205