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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,
    2009oro

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

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

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

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

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




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##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


2Item 1A.


Risk Factors


18Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


35Item 3.


Legal Proceedings


36Item 4.


Submission of Matters to a Vote of Security
    Holders


36PART IIItem 5.


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


36Item 6.


Selected Financial Data


38Item 7.


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


38Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


65Item 8.


Financial Statements and Supplementary Data


67Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


67Item 9A.


Controls and Procedures


67Item 9B.


Other Information


68PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


68Item 11.


Executive Compensation


72Item 12.


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


72Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


72Item 14.


Principal Accounting Fees and Services


72PART IVItem 15.


Exhibits, Financial Statement Schedules


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




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

November
    30thSecond Quarter

February
    28thThird Quarter

May 31stFourth Quarter

August
    31st  2




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(225) 932-2500.
  History
            Our
    Business Segments
      
    Fossil, Renewables & Nuclear,
    Maintenance,
    Environmental & Infrastructure (E&I),
    Energy & Chemicals (E&C), 3




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
    Fabrication & Manufacturing (F&M),
    Investment in Westinghouse, and
    Corporate  page F-1.
  Fossil,
    Renewables & Nuclear Segment
    Nuclear Power Generation.
  page F-1.
  Clean Coal-Fired Generation.
 4




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Air Quality Control (AQC).
  North Carolina v. EPA
    Gas-Fired Generation.
  Renewable Energy Generation.
  Maintenance
    Segment
   5




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Nuclear Plant Maintenance and
    Modifications.
  Fossil Plant Maintenance and Modifications.
  Industrial Plant Maintenance and
    Modifications.
  Capital Construction Services.
  Recovery and Rebuild Services.
  E&I
    Segment
    Program Management.
  Design-Build. first-of-a-kind
 6




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Environmental Remediation.
  Coastal, Maritime and Natural Resource Design and
    Restoration.
  Transportation and General Infrastructure.
  Other Federal Services.
  E&C
    Segment
   7




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Ethylene. and/or
    Petrochemicals.
    Refining.
     8




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Upstream.
    Consulting.
    F&M
    Segment
      Pipe Fabrication.
   9




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Manufacturing and Distribution.
    Module Facility.
    Investment
    in Westinghouse Segment
   10




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Corporate
    Segment
    Clients,
    Marketing and Seasonality
   11




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Competition
        Backlog
    of Unfilled Orders
  project-by-project and/or
    August 31,


August 31,By Segment

2009


2008Fossil, Renewables & Nuclear

$
12,795.1


$
6,109.7E&I


5,439.0



5,155.4E&C


1,298.6



2,175.5Maintenance


1,808.1



1,423.3F&M


1,374.8



763.1Total backlog

$
22,715.6


$
15,627.0  12




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
  Types of
    Contracts
  mark-up
           13




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
  Raw
    Materials and Suppliers
          Safety
    Industry
    Certifications
     14




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Patents,
    Tradenames and Licenses and Other Intellectual
    Property
  tm tm
  gas-to-liquids coal-to-liquids.
  ®
    Environmental
    Matters
  and/or
   15




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cap-and-trade cap-and-trade Massachusetts, et al. v.
    EPA
      Employees
   16




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Available
    Information
  http://www.shawgrp.com, Form 10-K, Form 10-Q, Form 8-K Form 10-K (225) 932-2500. http://www.sec.gov. 1-800-SEC-0330.
  Certifications
  Form 10-K.
 17




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Item 1A.
    Risk
    Factors  The risks described below could materially and adversely
    affect our stock price, business, financial condition and
    results of operations and the actual outcome of matters as to
    which forward-looking statements are made in this
    Form 10-K
    The risk factors described below are not the only ones we face.
    Our stock price, business, financial condition and results of
    operations may also be affected by additional factors that are
    not currently known to us or that we currently consider
    immaterial or that are not specific to us, such as general
    economic conditions.
  The categorization of risks set forth below is meant to help
    you better understand the risks facing our business and is not
    intended to limit consideration of the possible effects of these
    risks to the listed categories. Any adverse effects related to
    the risks discussed below may, and likely will, adversely affect
    many aspects of our business.
  You should refer to the explanation of the qualifications and
    limitations on forward-looking statements under Cautionary
    Statement Regarding Forward-Looking Statements. All
    forward-looking statements made by us are qualified by the risk
    factors described below.
  Risks
    Related to Our Operations
  Our
    backlog of unfilled orders is subject to unexpected adjustments
    and cancellations and is, therefore, not a reliable indicator of
    our future revenues or earnings.
      out-of-pocket
  Our
    results of operations depend on new contract awards; however,
    the selection process and timing for performing these contracts
    are not within our control.
   18




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Many
    of our clients as well as state and local
    governments activity levels and spending for our products
    and services and their ability to meet their payment commitments
    to us may be impacted by the current deterioration in the credit
    markets and we may be unable to recover all
    expenditures
    and/or
  The
    nature of our contracts, particularly our fixed-price contracts,
    could adversely affect us.
      
    engineering design changes;
    unanticipated technical problems with the equipment being
    supplied or developed by us, which may require that we spend our
    own money to remedy the problem;
    changes in the cost of equipment, commodities, materials or
    labor;
    difficulties in obtaining required permits or approvals;
    changes in laws and regulations;
    changes in labor conditions, including the availability and
    productivity of labor;
    project modifications creating unanticipated costs;
    delays caused by local weather conditions;
    failure to perform by our project owners, suppliers or
    subcontractors; and
    general economic conditions. 19




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agreed-upon
  agreed-upon
    The
    ability of our clients to receive the applicable regulatory and
    environmental approvals for our projects and the timeliness of
    those approvals could adversely affect us.
    We
    continue to expand our business in areas where surety bonding is
    required, but bonding capacity is limited.
   20




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Our
    use of the
    percentage-of-completion
    accounting method could result in a reduction or elimination of
    previously reported profits.
  percentage-of-completion
  The
    nature of our projects exposes us to potential professional
    liability, product liability, warranty and other claims, which
    may reduce our profits.
        We
    will be exposed to additional risks in our Fossil,
    Renewables & Nuclear segment, as we begin to execute
    our significant nuclear backlog. These risks include greater
    backlog concentration in fewer projects, significantly increased
    requirements for letters of credit and potential cost overruns
    which could have a material adverse effect on our future
    revenues and liquidity.
     21




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If the
    U.S. were to change its support of nuclear power or revoke or
    limit DOEs Loan Guarantee Program (LGP) it could have a
    material adverse effect on our operations.
      Our
    failure to meet contractual schedule or performance requirements
    could adversely affect our revenue and
    profitability.
  and/or and/or
  If our
    joint venture or consortium partners, subcontractors or
    equipment manufacturers fail to perform their contractual
    obligations on a project, we could be exposed to the risk of
    loss, and in some cases, joint and several liability to our
    clients, loss of reputation and additional financial performance
    obligations that could result in reduced profits or, in some
    cases, significant losses.
   22




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and/or and/or
  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, then our revenues, profits and our financial condition
    may rapidly deteriorate.
        Our
    government contracts may present risks to us.
    year-by-year
 23




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Actual
    results could differ from the estimates and assumptions that we
    use to prepare our financial statements.
    
    contract costs and profits and application of the
    percentage-of-completion
    method of accounting; revenues recognized, and reduction of
    costs recognized, as a result of contract claims and unapproved
    change orders;
    recoverability of inventory and application of lower of cost or
    market accounting;
    provisions for uncollectible receivables and client claims and
    recoveries of costs from subcontractors, vendors and others;
    provisions for income taxes and related valuation allowances;
    recoverability of goodwill;
    recoverability of other intangibles and related estimated lives;
    valuation of assets acquired and liabilities assumed in
    connection with business combinations;
    valuation of defined benefit pension plans; and
    accruals for estimated assets and liabilities, including
    litigation and insurance recoveries/reserves.    Risks
    related to our Investment in Westinghouse could have an adverse
    effect on us.
         24




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and/or and/or
    If we
    were required to write down all or part of our goodwill and/or
    our intangible assets, our net earnings and net worth could be
    materially adversely affected.
    Foreign
    exchange risks may affect our ability to realize a profit from
    certain projects or to obtain projects.
   25




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The
    limitation or the modification of the Price-Anderson Acts
    indemnification authority could adversely affect our
    business.
    Our
    environmental and infrastructure operations may subject us to
    potential contractual and operational costs and
    liabilities.
      We are
    exposed to certain risks associated with our integrated
    environmental solutions businesses.
  and/or and/or
 26




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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.       27




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We
    face substantial competition in each of our business
    segments.
          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; 28




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
    changes in labor conditions;
    changing general economic and political conditions in foreign
    markets;
    terrorist attacks;
    commodity prices and availability;
    potential incompatibility with foreign joint venture
    partners; and
    interruptions or delays in international shipping.  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.
    Our
    failure to attract and retain qualified personnel, including key
    officers, could have an adverse effect on us.
     29




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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 Facility.
        Restrictive
    covenants in our Facility may restrict our ability to pursue our
    business strategies.
    
    incur indebtedness or contingent obligations;
    issue preferred stock;
    pay dividends or make distributions to our shareholders;
    repurchase or redeem our capital stock or subordinated
    indebtedness; 30




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
    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.      Inability
    to obtain adequate surety bonding or letters of credit could
    reduce our ability to bid on new work which could have a
    material adverse effect on our future revenues and business
    prospects.
    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.
   31




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
    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;
    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;
    increased lending fees, costs and interest rates; and
    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 Facility.
    
    requiring us to dedicate a substantial portion of our cash flows
    from operations to the repayment of debt, which reduces the cash
    available for other business purposes;
    limiting our ability to obtain additional financing and creating
    additional liens on our assets;
    limiting our flexibility in planning for, and reacting to,
    changes in our business;
    placing us at a competitive disadvantage if we are more
    leveraged than our competitors;
    making us more vulnerable to adverse economic and industry
    conditions; and
    restricting us from making additional investments or
    acquisitions.    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.
   32




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We
    rely on our information systems to conduct our business, and
    failure to protect these systems against security breaches could
    adversely affect our business and results of operations.
    Additionally, if these systems fail or become unavailable for
    any significant period of time, our business could be
    harmed.
    We
    have in place a shareholder rights plan, and provisions in our
    articles of incorporation by-laws that may discourage a change
    of control of our company.
      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.
   33




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Item 1B.
    Unresolved
    Staff Comments.   34




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##### Table of Contents



Item 2.
    Properties.    OwnedLocation

Description

Segment Using Property

LeasedBaton Rouge, LA

Corporate Headquarters

Corporate

LeasedAddis, LA

Fabrication Facility

F&M

OwnedAskar, Bahrain

Office Building and Pipe
    Fabrication Facility

F&M

LeasedBaton Rouge, LA

Office Building

Corporate

LeasedBaton Rouge, LA

Office Building

E&C

LeasedCambridge, MA

Office Building

E&C

LeasedCentennial, CO

Office Building

E&I/Fossil, Renewables & Nuclear

LeasedCharlotte, NC

Office Building

Fossil, Renewables & Nuclear

LeasedCharlotte, NC

Office Building

Fossil, Renewables & Nuclear

LeasedCherry Hill, NJ

Office Building

E&I/Fossil, Renewables & Nuclear

LeasedClearfield, UT

Fabrication and Manufacturing

F&M

LeasedConcord, CA

Office Building

E&I

LeasedDecatur, GA

Warehouse

F&M

LeasedDelcambre, LA

Manufacturing Facility

Maintenance

OwnedDerby, United Kingdom

Manufacturing Facility

Fossil, Renewables & 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

LeasedLake Charles, LA

Module Assembly Facility

F&M

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, Renewables & 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, Renewables & Nuclear

LeasedShreveport, LA

Manufacturing Facility

F&M

OwnedShreveport, LA

Piping Components & Manufacturing Facility

F&M

OwnedStoughton, MA

Office Building

E&C/Fossil, Renewables & Nuclear

LeasedToronto, Canada

Office Building

E&C

LeasedTrenton, NJ

Office Building

E&I/Fossil, Renewables & Nuclear

LeasedTulsa, OK

Pipe Fabrication Facility

F&M

OwnedWalker, LA

Office Building & Warehouse

F&M

OwnedWalker, LA

Pipe Fabrication Facility

F&M

OwnedWest Monroe, LA

Pipe Fabrication Facility

F&M

Owned  35




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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    High


LowFiscal Year ended August 31, 2009First Quarter


49.50



11.47Second Quarter


31.18



14.54Third Quarter


34.70



20.14Fourth Quarter


35.14



23.23Fiscal 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      36




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Stock
    Performance Graph
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN
  
  8/04


8/05


8/06


8/07


8/08


8/09The Shaw Group Inc.



100.00




205.05




244.51




486.39




481.44




285.03S&P SmallCap 600



100.00




126.49




135.51




154.85




145.24




115.13Peer Group



100.00




156.37




207.52




318.41




362.46




241.78S&P 500



100.00




110.51




118.07




133.48




116.17




92.43DJ Heavy



100.00




155.19




223.78




361.54




352.18




241.83  37




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THE
    FOREGOING GRAPH REPRESENTS HISTORICAL STOCK PRICE PERFORMANCE
    AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
    PERFORMANCE.
    Item 6.
    Selected
    Financial Data    Year Ended August 31,(In millions, except per share amounts)

2009


2008


2007


2006


2005Consolidated Statements of OperationsRevenues

$
7,279.7


$
6,998.0


$
5,723.7


$
4,775.6


$
3,267.7Income (loss) from continuing operations

$
15.0


$
140.7


$
(19.0
)

$
50.2


$
17.1Diluted income (loss) per common share from continuing operations

$
0.18


$
1.67


$
(0.24
)

$
0.63


$
0.25Consolidated Balance SheetsTotal assets

$
5,557.2


$
4,587.3


$
3,894.4


$
2,537.1


$
2,096.2Westinghouse bonds, short-term

$
1,388.0


$



$



$



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

$
7.6


$
1,165.6


$
1,096.8


$
173.5


$
65.4Cash dividends declared per common share

$



$



$



$



$
   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K
  Overview
   38




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state-of-the-art
           39




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and/or page F-1
    Consolidated
    Results of Operations
  Consolidated
    Revenues:
  For the Year Ended August 31,(Dollars in millions)

2009


2008


2007Amount

$
7,279.7


$
6,998.0


$
5,723.7$ Change from prior period


281.7



1,274.3% Change from prior period


4.0
%


22.3
%     Consolidated
    Gross Profit:
  For the Year Ended August 31,(Dollars in millions)

2009


2008


2007Amount

$
607.4


$
586.0


$
375.4$ Change from prior period


21.4



210.6% Change from prior period


3.7
%


56.1
%    40




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

2009


2008


2007Amount

$
308.7


$
276.3


$
274.5$ Change from prior period


32.4



1.8% Change from prior period


11.7
%


0.7
%     Consolidated
    Interest Expense:
  For the Year Ended August 31,(Dollars in millions)

2009


2008


2007Amount

$
73.6


$
45.9


$
43.4$ Change from prior period


27.7



2.5% Change from prior period


60.3
%


5.8
%     Consolidated
    Income Taxes:
  For the Year Ended August 31,(Dollars in millions)

2009


2008


2007Amount

$
11.9


$
71.4


$
10.7$ Change from prior period


(59.5
)


60.7% Change from prior period


(83.3
)%


567.3
%     Consolidated
    Earnings (Losses) from Unconsolidated Entities:
  For the Year Ended August 31,(Dollars in millions)

2009


2008


2007Amount

$
11.0


$
17.7


$
(23.7
)$ Change from prior period


(6.7
)


41.4% Change from prior period


(37.9
)%


NM        41




---



##### Table of Contents



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

2009


2008


2007Amount

$
15.0


$
140.7


$
(19.0
)$ Change from prior period


(125.7
)


159.7% Change from prior period


(89.3
)%


NM         Segment
    Results of Operations
   42




---



##### Table of Contents



Fiscal Year Ended August 31,2009


2008


2007Revenues:Fossil, Renewables & Nuclear

$
2,581.2


$
2,655.1


$
1,635.6E&I


1,835.5



1,462.1



1,469.3E&C


1,371.5



1,283.3



1,063.9Maintenance


864.1



1,018.2



1,081.5F&M


623.4



576.6



472.8Corporate


4.0



2.7



0.6Total revenues

$
7,279.7


$
6,998.0


$
5,723.7Gross profit:Fossil, Renewables & Nuclear

$
87.0


$
153.1


$
75.0E&I


161.7



105.9



94.7E&C


198.7



124.3



70.2Maintenance


17.8



49.4



19.9F&M


138.0



150.0



115.0Corporate


4.2



3.3



0.6Total gross profit

$
607.4


$
586.0


$
375.4Gross profit percentage:Fossil, Renewables & Nuclear


3.4
%


5.8
%


4.6
%E&I


8.8



7.2



6.5E&C


14.5



9.7



6.6Maintenance


2.1



4.9



1.8F&M


22.1



26.0



24.3Corporate


NM



NM



NMTotal gross profit percentage


8.3
%


8.4
%


6.6
%Income (loss) before income taxes, minority interest and
    earnings (losses) from unconsolidated entities:Fossil, Renewables & Nuclear

$
29.3


$
112.7


$
42.3E&I


91.0



39.3



18.3E&C


153.0



97.4



35.2Maintenance


6.7



33.8



9.3F&M


106.6



126.8



91.2Investment in Westinghouse


(267.0
)


(107.9
)


(66.7
)Corporate


(87.0
)


(81.6
)


(96.4
)Total income (loss) before income taxes, minority interest and
    earnings (losses) from unconsolidated entities

$
32.6


$
220.5


$
33.2      43




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##### Table of Contents



Fiscal Year Ended August 31,2009


2008


2007Industry

(In millions)


%


(In millions)


%


(In millions)


%Environmental and Infrastructure

$
1,835.5



25


$
1,462.1



21


$
1,469.3



26Power Generation


3,168.5



44



3,258.7



47



2,336.2



41Chemicals


2,120.0



29



2,096.9



29



1,758.0



31Other


155.7



2



180.3



3



160.2



2Total revenues

$
7,279.7



100
%

$
6,998.0



100
%

$
5,723.7



100
%     Fiscal Year Ended August 31,2009


2008


2007Geographic Region

(In millions)


%


(In millions)


%


(In millions)


%United States

$
5,669.7



78


$
5,422.2



78


$
4,525.1



79Asia/Pacific Rim countries


978.4



13



573.0



8



224.3



4Middle East


386.3



5



719.5



10



789.4



14United Kingdom and other European Countries


127.9



2



193.9



3



133.8



2South America and Mexico


51.8



1



33.6



1



22.4



1Canada


37.7



1



25.4







15.2



Other


27.9







30.4







13.5



Total revenues

$
7,279.7



100
%

$
6,998.0



100
%

$
5,723.7



100
%   Segment
    Analysis  Fiscal Year 2009 Compared to Fiscal Year
    2008
  Fossil,
    Renewables & Nuclear Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
   44




---



##### Table of Contents



Income
    (loss) before income taxes, minority interest, and earnings
    (losses) from unconsolidated entities
    E&I
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes, minority interest and earnings
    (losses) from unconsolidated entities
    E&C
    Segment
   45




---



##### Table of Contents



Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    Maintenance
    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



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




---



##### Table of Contents



Corporate
  General
    and Administrative Expenses (G&A)
    Segment
    Analysis  Fiscal Year 2008 Compared to Fiscal Year
    2007
  Fossil,
    Renewables & Nuclear Segment
    Revenues
    
    commencing
    and/or
    continuing EPC work on six new coal fired power plants in the
    U.S.;
    continued progress on emission reduction projects such as 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
    ACQS; 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.    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, AQCS projects at other coal fired power plant
    projects; and 48




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##### Table of Contents




    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 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 U.S. and certain
    international markets.  percentage-of-completion
  Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    E&I
    Segment
    Revenues
    
    a decrease in disaster recovery services in the U.S. Gulf
    Coast; and
    a decrease commercial construction services.    
    activity from two consolidated joint ventures providing services
    to the DOE; and
    an increase in services to our commercial consulting and
    engineering clients.  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 49




---



##### Table of Contents




    favorable variance related labor utilization rates and a
    reduction in overhead labor and fringe costs.    
    a decrease in disaster recovery services in the U.S. Gulf
    Coast; 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 client 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; however, no gross profit
    is recognized from client furnished materials; and
    during FY 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.  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. 50




---



##### Table of Contents




    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
    percentage-of-completion
  Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
   51




---



##### Table of Contents



F&M
    Segment
    Revenues
    Gross
    Profit and Gross Profit Percentage
    Income
    (loss) before income taxes, minority interest, earnings (losses)
    from unconsolidated entities
    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.   52




---



##### Table of Contents



time-to-time
    Corporate
  General
    and Administrative Expenses
    Liquidity
    and Capital Resources
  Overview
    of Fiscal Years 2009, 2008 and 2007
        and/or
 53




---



##### Table of Contents



rule 2a-7 and/or and/or
        Year Ended August 31,2009


2008


2007Cash flow provided by (used in) operations

$
716,852


$
623,876


$
461,026Cash flow provided by (used in) investing


(605,027
)


(96,815
)


(1,142,362
)Cash flow provided by (used in) financing


(9,326
)


60,263



865,725Cash (to) from variable interest entities










(167
)Effects of foreign exchange rate changes on cash


(1,117
)


(927
)


1,725   Operating
    Cash Flow
   54




---



##### Table of Contents



Investing
    Cash Flow
      Financing
    Cash Flow
  and/or
      Credit
    Facility
    and/or
 55




---



##### Table of Contents



and/or
        page F-1
  Other
    Revolving Lines of Credit
  page F-1
  Off
    Balance Sheet Arrangements
   56




---



##### Table of Contents



page F-1
  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

$
790.3


$
263.6


$
284.8


$
147.6


$
94.3Surety bonds


729.7



586.3



103.4



40.0



Total Commercial Commitments

$
1,520.0


$
849.9


$
388.2


$
187.6


$
94.3     (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, 2009.    percentage-of-completion
     57




---



##### 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

$
1,408.8


$
14.6


$
6.2


$
1,388.0


$
Capital lease obligations


2.5



0.9



0.9



0.7



Operating lease obligations


422.2



80.9



131.8



94.3



115.2Purchase obligations(a)


11.9



6.5



4.2



1.2



Pension obligations(b)


69.1



7.1



19.2



6.7



36.1Total contractual cash obligations

$
1,914.5


$
110.0


$
162.3


$
1,490.9


$
151.3      (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
    2015-2019.    Backlog
    of Unfilled Orders
  General. project-by-project
    out-of-pocket
    Fossil, Renewables & Nuclear and E&C
    Segments.
 58




---



##### Table of Contents



E&I Segment.
  Maintenance Segment.
  F&M Segment.
 59




---



##### Table of Contents



August 31,2009


2008Segment

in millions


%


in millions


%Fossil, Renewables & Nuclear

$
12,795.1



56


$
6,109.7



39E&I


5,439.0



24



5,155.4



33E&C


1,298.6



6



2,175.5



14Maintenance


1,808.1



8



1,423.3



9F&M


1,374.8



6



763.1



5Total backlog

$
22,715.6



100
%

$
15,627.0



100
%   August 31,2009


2008Industry

in millions


%


in millions


%Environmental and Infrastructure

$
5,439.0



24


$
5,155.4



33Energy


15,478.1



68



7,570.2



48Chemical


1,761.1



7



2,751.9



18Other


37.4



1



149.5



1Total backlog

$
22,715.6



100
%

$
15,627.0



100
%   August 31,2009


2008Geographic Region

in millions


%


in millions


%Domestic

$
20,978.2



92


$
12,867.4



82International


1,737.4



8



2,759.6



18Total backlog

$
22,715.6



100
%

$
15,627.0



100
%      60




---



##### Table of Contents



Inflation
    and Changing Prices
    Critical
    Accounting Policies and Estimates
  Form 10-K.
      Revenue
    and Profit/Loss Recognition on Long-Term Construction Accounting
    Including Claims, Unapproved Change Orders and
    Incentives
  81-1, (SOP 81-1)
  Percentage of Completion. percentage-of-completion percentage-of-completion
 61




---



##### Table of Contents



percentage-of-completion
    Unapproved Change Orders and
    Claims.
    Revenue
    Recognition  Contract Segmenting
  SOP 81-1. percentage-of-completion
  Other
    Revenue Recognition and Profit and Loss Estimates
   62




---



##### Table of Contents



percentage-of-completion
  paid-up paid-up percentage-of-completion percentage-of-completion
  paid-up
  No. 00-21,
  Accounting
    for Governmental Contracts
     63




---



##### Table of Contents



Litigation,
    Commitments and Contingencies
      Income
    Taxes
  page F-1).
  Goodwill
    Impairment
       64




---



##### Table of Contents



Pension
    Plans
            Recent
    Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest
    Rate Risk
    page F-1.
 65




---



##### Table of Contents



Expected Maturity DatesFair2010


2011


2012


2013


2014


Thereafter


Total


ValueLong-term debtFixed rate

$
15.5


$
5.8


$
1.2


$
427.2


$
0.2


$



$
449.9


$
575.5Average interest rate


6.1
%


6.6
%


5.6
%


2.2
%


2.3
%


Variable rate

















$
653.1






$
653.1


$
835.5Average interest rate


















2.398
%


     Foreign
    Currency Exchange Rate Risk
    and/or
 66




---



##### Table of Contents



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




---



##### Table of Contents



form 10-K, page F-2 Form 10-K.
  c)
    Changes
    in Internal Control over Financial Reporting    Remediation
    of Material Weakness that Existed as of August 31,
    2008
    1)
    Project
    Reporting of Estimates of Cost at Completion on EPC Complex
    Fixed-Price Contracts    2)
    Accounting
    for Income Taxes  Accounting for Income
  Item 9B.
    Other
    Information.    PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
  J. M. Bernhard, Jr.
 68




---



##### Table of Contents



James F. Barker
  Thos. E. Capps
  Daniel A. Hoffler
  David W. Hoyle
  Michael J. Mancuso
  Albert D. McAlister
  Stephen R. Tritch
   69




---



##### Table of Contents



Executive
    Officers
    Name

Age

PositionJ.M. Bernhard, Jr.


55


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


62


President of the Environmental & Infrastructure (E&I)
    GroupFrederick W. Buckman


63


President of the Power GroupDavid L. Chapman, Sr.


64


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


47


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


54


Executive Vice President and Chief Financial OfficerGary P. Graphia


47


Executive Vice President and Chief Operating OfficerMichael J. Kershaw


60


Senior Vice President and Chief Accounting OfficerLouis J. Pucher


66


President of the Energy & Chemicals (E&C) Group   J.M. Bernhard, Jr
  George P. Bevan
  Frederick W. Buckman ,
  David L. Chapman, Sr.
  John Donofrio
 70




---



##### Table of Contents



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




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Form 10-K,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K,
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K,
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K,
 PART V  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, 2009 and 2008Combined Statement of Operations for the fiscal years ended
    March 31, 2009 and 2008Combined Statement of Stockholders Equity for the fiscal
    years ended March 31, 2009 and 2008Combined Statement of Cash Flows for the fiscal years ended
    March 31, 2009 and 2008Notes to Combined Financial Statements   Financial Statement Schedules.
    Exhibits.
  Form 10-K. Regulation S-K.
 72




---



##### Table of Contents



THE SHAW GROUP INC.
EXHIBIT INDEX
  SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference2.1
    
    Investment Agreement, dated as of
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    2.01October 4, 2006, by and among
    
    Form 8-K filed on October 18, 2006Toshiba, Toshiba Nuclear EnergyHoldings Corporation (US) Inc., aDelaware corporation (the USCompany), The Shaw Group Inc.(the Company) and Nuclear EnergyHoldings, L.L.C. (NEH)2.2
    
    Investment Agreement, dated as of
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    2.02October 4, 2006, by and among
    
    Form 8-K filed on October 18, 2006Toshiba, Toshiba Nuclear EnergyHoldings (UK) Limited, a companyregistered in England withregistered number 5929672 (the UKCompany), the Company and NEH3.1
    
    Amendment to and Restatement of
    
    The Shaw Group Inc. Annual Report on
    
    1-12227
    
    3.1the Articles of Incorporation of
    
    Form 10-K/A (Amendment No. 1) for thethe Company dated February 23,
    
    fiscal year ended August 31, 200620073.2
    
    Amended and Restated By-Laws of
    
    The Shaw Group Inc. Annual Report on
    
    1-12227
    
    3.2the Company dated as of January
    
    Form 10-K/A (Amendment No. 1) for the30, 2007
    
    fiscal year ended August 31, 20064.1
    
    Specimen Common Stock Certificate
    
    The Shaw Group Inc. Annual Report on
    
    1-12227
    
    4.1Form 10-K for the fiscal year endedAugust 31, 20074.2
    
    Rights Agreement, dated as of July
    
    The Shaw Group Inc. Registration
    
    1-12227
    
    99.19, 2001, between the Company and
    
    Statement on Form 8-A filed on JulyFirst Union National Bank, as
    
    30, 2001Rights Agent, including the Formof Articles of Amendment to theRestatement of the Articles ofIncorporation of the Company asExhibit A, the form of RightsCertificate as Exhibit B and theform of the Summary of Rights toPurchase Preferred Shares asExhibit C (Exhibit A-1 and A-2)*10.1
    
    The Shaw Group Inc. 2001 Employee
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.4Incentive Compensation Plan,
    
    on Form 10-Q for the quarter endedamended and restated through
    
    November 30, 2007November 2, 2007
 73




---



##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference*10.2
    
    Form of Incentive Stock Option
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.6Agreement under The Shaw Group
    
    on Form 10-Q for the quarter endedInc. 2001 Employee Incentive
    
    May 31, 2006Compensation Plan*10.3
    
    Form of Non-Qualified Stock Option
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.5Agreement under The Shaw Group
    
    on Form 10-Q for the quarter endedInc. 2001 Employee Incentive
    
    May 31, 2006Compensation Plan*10.4
    
    Form of Restricted Stock Agreement
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.3under The Shaw Group Inc. 2001
    
    Form 8-K filed on October 12, 2004Employee Incentive CompensationPlan*10.5
    
    Form of Restricted Stock Unit
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.6Agreement under the Shaw Group
    
    on Form 10-Q for the quarter endedInc. 2001 Employee Incentive
    
    November 30, 2007Compensation Plan*10.6
    
    The Shaw Group Inc. Stone &
    
    The Shaw Group Inc. Registration
    
    333-62856
    
    4.6Webster Acquisition Stock Option
    
    Statement on Form S-8 filed on JunePlan
    
    12, 2001*10.7
    
    The Shaw Group Inc. 1993 Employee
    
    The Shaw Group Inc. Annual Report on
    
    1-12227
    
    10.1Stock Option Plan, amended and
    
    Form 10-K for the fiscal year endedrestated through October 8, 2001
    
    August 31, 2001*10.8
    
    The Shaw Group Inc. 2005
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.5Non-Employee Director Stock
    
    on Form 10-Q for the quarter endedIncentive Plan, amended and
    
    November 30, 2007restated through November 2, 2007*10.9
    
    Form of Nonqualified Stock Option
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.2Agreement under the 2005
    
    Form 8-K filed on January 31, 2006Non-Employee Director StockIncentive Plan*10.10
    
    Form of Phantom Stock Agreement
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.8under the 2005 Non-Employee
    
    on Form 10-Q for the quarter endedDirector Stock Incentive Plan
    
    May 31, 2006*10.11
    
    Written description of the
    
    The Shaw Group Inc. Proxy Statement
    
    1-12227
    
    (Contained at pagesCompanys compensation policies
    
    for the 2008 Annual Meeting of
    
    
    
    11 to 13 in theand programs for non-employee
    
    Shareholders contained in The Shaw
    
    
    
    2008 Proxydirectors
    
    Group Inc.s Schedule 14A filed on
    
    
    
    Statement)December 26, 2007*10.12
    
    Flexible Perquisites Program for
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    Descriptioncertain executive officers
    
    Form 8-K filed on November 1, 2004
    
    
    
    contained underItem 1.01 of thereferenced Form 8-K*10.13
    
    The Shaw Group Inc. 2005
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1Management Incentive Plan
    
    Form 8-K filed on March 3, 2006
 74




---



##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference*10.14
    
    Written description of the
    
    The Shaw Group Inc. Proxy Statement
    
    1-12227
    
    (Contained at pagesCompanys incentive compensation
    
    for the 2008 Annual Meeting of
    
    
    
    22 to 71 in thepolicies programs for executive
    
    Shareholders contained in The Shaw
    
    
    
    2008 Proxyofficers, including performance
    
    Group Inc.s Schedule 14A filed on
    
    
    
    Statement)targets for fiscal year end 2008
    
    December 26, 2007*10.15
    
    The Shaw Group Inc. 2008 Omnibus
    
    The Shaw Group Inc. Registration
    
    333-160556
    
    10.1Incentive Plan
    
    Statement on Form S-8 filed on July13, 2009*10.16
    
    The Shaw Group Deferred
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.10Compensation Plan
    
    on Form 10-Q for the quarterly periodended February 28, 2009.*10.18
    
    Amended and restated employment
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1agreement dated as of December 31,
    
    Form 8-K filed on January 7, 2009.2008 by and between the Companyand J. M. Bernhard, Jr.*10.19
    
    Employment Agreement of David L.
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    99.1Chapman, Sr. dated April 6, 2002
    
    Form 8-K filed December 24, 2003*10.20
    
    Amendment to Employment Agreement
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1of David L. Chapman, Sr., dated
    
    Form 8-K filed on January 12, 2005November 29, 2004 (with aneffective date of April 1, 2005)*10.21
    
    Letter Agreement between the
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1Company and David L. Chapman, Sr.
    
    Form 8-K filed on March 17, 2008dated as of March 12, 2008*10.22
    
    Amended and restated employment
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.15agreement dated as of December 31,
    
    on Form 10-Q for the quarterly period2008 by and between the Company
    
    ended February 28, 2009.and Dorsey Ron McCall*10.23
    
    Amended and restated employment
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.5agreement dated as of December 31,
    
    Form 8-K filed on January 7, 2009.2008 by and between the Companyand Dirk J. Wild*10.24
    
    Amended and restated employment
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.13agreement dated as of December 31,
    
    on Form 10-Q for the quarterly period2008 by and between the Company
    
    ended February 28, 2009.and George P. Bevan*10.25
    
    Amended and restated employment
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.14agreement dated as of December 31,
    
    on Form 10-Q for the quarterly period2008 by and between the Company
    
    ended February 28, 2009.and Roy Montgomery Glover*10.26
    
    Amended and restated employment
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1agreement dated as of December 22,
    
    Form 8-K filed on December 24, 2008.2008 by and between the Companyand Gary P. Graphia
 75




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##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference*10.27
    
    Amended and restated employment
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.3agreement dated as of December 31,
    
    Form 8-K filed on January 7, 2009.2008 by and between the Companyand David P. Barry*10.28
    
    Amended and restated employment
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.12agreement dated as of December 31,
    
    on Form 10-Q for the quarterly period2008 by and between the Company
    
    ended February 28, 2009.and G. Patrick Thompson*10.29
    
    Amended and restated employment
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.4agreement dated as of December 31,
    
    Form 8-K filed on January 7, 2009.2008 by and between the Companyand Ronald W. Oakley*10.30
    
    Amended and restated employment
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.17agreement dated as of December 31,
    
    on Form 10-Q for the quarterly period2008 by and between the Company
    
    ended February 28, 2009.and Clifton Scott Rankin*10.31
    
    Amended and restated employment
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.2agreement dated as of December 31,
    
    Form 8-K filed on January 7, 2009.2008 by and between the Companyand Brian K. Ferraioli*10.32
    
    Offer Letter dated as of August
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.131, 2007, by and between the
    
    Form 8-K filed on December 21, 2007Company and Michael J. Kershaw*10.33
    
    Amended and restated employment
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.16agreement dated as of December 31,
    
    on Form 10-Q for the quarterly period2008 by and between the Company
    
    ended February 28, 2009.and Lou Pucher*10.34
    
    The Shaw Group Inc. 401(k) Plan
    
    The Shaw Group Inc. Registration
    
    333-115155
    
    4.6Statement on Form S-8 filed on May 4,2004*10.35
    
    The Shaw Group Inc. 401(k) Plan
    
    The Shaw Group Inc. Registration
    
    333-160557
    
    4.6Statement on Form S-8 filed on July13, 2009*10.36
    
    The Shaw Group Inc. 401(k) Plan
    
    The Shaw Group Inc. Registration
    
    333-115155
    
    4.6for Certain Hourly Employees
    
    Statement on Form S-8 filed on May 4,2004*10.37
    
    The Shaw Group Inc. 401(k) Plan
    
    The Shaw Group Inc. Registration
    
    333-160557
    
    4.6for Certain Hourly Employees
    
    Statement on Form S-8 filed on July13, 2009*10.38
    
    Trust Agreement, dated as of
    
    The Shaw Group Inc. Quarterly Report
    
    1-12227
    
    10.6January 2, 2007 by and between the
    
    on Form 10-Q for the quarter endedCompany and Fidelity Management
    
    February 28, 2007Trust Company for The Shaw GroupDeferred Compensation Plan Trust
 76




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##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.39
    
    Asset Purchase Agreement, dated as
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    2.1of July 14, 2000, among Stone &
    
    Form 8-K filed on July 28, 2000Webster, Incorporated, certainsubsidiaries of Stone & Webster,Incorporated and the Company10.40
    
    Composite Asset Purchase
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    2.1Agreement, dated as of January 23,
    
    Form 8-K filed on May 16, 20022002, by and among the Company,The IT Group, Inc. and certainsubsidiaries of The IT Group,Inc., including the followingamendments:(i) Amendment No. 1,dated January 24, 2002, to AssetPurchase Agreement, (ii) AmendmentNo. 2, dated January 29, 2002, toAsset Purchase Agreement, and(iii) a letter agreement amendingSection 8.04(a)(ii) of the AssetPurchase Agreement, dated as ofApril 30, 2002, between The ITGroup, Inc. and the Company10.41
    
    Amendment No. 3, dated May 2,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    2.22002, to Asset Purchase Agreement
    
    Form 8-K filed on May 16, 2002by and among the Company, The ITGroup, Inc. and certainsubsidiaries of The IT Group, Inc.10.42
    
    Amendment No. 4, dated May 3,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    2.32002, to Asset Purchase Agreement
    
    Form 8-K filed on May 16, 2002by and among the Company, The ITGroup, Inc. and certainsubsidiaries of the IT Group, Inc.10.43
    
    Waiver dated as of January 18,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.12007, among the Company, as
    
    Form 8-K filed on January 18, 2007borrower, BNP Paribas, asadministrative agent, and theother lenders signatory to thatcertain Credit Agreement datedApril 25, 2005, as amended10.44
    
    Waiver dated as of March 19, 2007,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1among the Company, as borrower,
    
    Form 8-K filed on March 19, 2007BNP Paribas, as administrativeagent, and the other lenderssignatory to that certain CreditAgreement dated April 25, 2005 asamended10.45
    
    Waiver dated as of April 16, 2007,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1among the Company, as borrower,
    
    Form 8-K filed on April 17, 2007BNP Paribas, as administrativeagent, and the other lenderssignatory to that certain CreditAgreement dated April 25, 2005 asamended
 77




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##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.46
    
    Waiver dated as of July 16, 2007,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1among the Company, as borrower,
    
    Form 8-K filed on July 16, 200BNP Paribas, as administrativeagent, and the other lenderssignatory to that certain CreditAgreement dated April 25, 2005 asamended10.47
    
    Waiver dated as of August 30,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.12007, among the Company, as
    
    Form 8-K filed on September 6, 2007borrower, BNP Paribas, asadministrative agent, and theother lenders signatory to thatcertain Credit Agreement datedApril 25, 2005 as amended10.48
    
    Waiver dated as of November 26,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.12007, among the Company, as
    
    Form 8-K filed on November 30, 2007borrower, BNP Paribas, asadministrative agent, and theother lenders signatory to thatcertain Credit Agreement datedApril 25, 2005 as amended10.49
    
    Amended and Restated Credit
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.1Agreement (the Restated Credit
    
    Form 8-K filed on September 25, 2009Agreement), dated September 24,2009, among the Company, asborrower; subsidiaries of theCompany signatory to that CreditAgreement dated April 25, 2005, asamended10.50
    
    Put Option Agreement, dated as of
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.2October 13, 2006, between NEH and
    
    Form 8-K filed on October 18, 2006Toshiba related to shares in theUS acquisition company10.51
    
    Put Option Agreement, dated as of
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.3October 13, 2006, between NEH and
    
    Form 8-K filed on October 18, 2006Toshiba related to shares in theUK acquisition company10.52
    
    Shareholders Agreement, dated as
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.4of October 4, 2006, by and among
    
    Form 8-K filed on October 18, 2006Toshiba, Toshiba Nuclear EnergyHoldings (US) Inc. the US Company,NEH, TSB Nuclear Energy InvestmentUS Inc., a Delaware corporationand a wholly owned subsidiary ofToshiba and Ishikawajima-HarimaHeavy Industries Co., Ltd., acorporation organized under thelaws of Japan (IHI)
 78




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##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.53
    
    Shareholders Agreement, dated as
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.5of October 4, 2006, by and among
    
    Form 8-K filed on October 18, 2006Toshiba, Toshiba Nuclear EnergyHoldings (UK) Inc., the UKCompany, NEH, IHI and TSB NuclearEnergy Investment UK Limited, acompany registered in England withregistered number 592965810.54
    
    Bond Trust Deed, dated October 13,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.62006, between NEH and The Bank of
    
    Form 8-K filed on October 18, 2006New York, as trustee10.55
    
    Parent Pledge Agreement, dated
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.7October 13, 2006, between the
    
    Form 8-K filed on October 18, 2006Company and The Bank of New York10.56
    
    Issuer Pledge Agreement, dated
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.8October 13, 2006, between NEH and
    
    Form 8-K filed on October 18, 2006The Bank of New York10.57
    
    Deed of Charge, dated October 13,
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.92006, among NEH, The Bank of New
    
    Form 8-K filed on October 18, 2006York, as trustee, and MorganStanley Capital Services Inc., asswap counterparty10.58
    
    Transferable Irrevocable Direct
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.10Pay Letter of Credit (Principal
    
    Form 8-K filed on October 18, 2006Letter of Credit) effectiveOctober 13, 2006 of Bank ofAmerica in favor of NEH10.59
    
    Transferable Irrevocable Direct
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.11Pay Letter of Credit (Interest
    
    Form 8-K filed on October 18, 2006Letter of Credit) effectiveOctober 13, 2006 of Bank ofAmerica in favor of NEH10.60
    
    Reimbursement Agreement dated as
    
    The Shaw Group Inc. Current Report on
    
    1-12227
    
    10.12of October 13, 2006, between the
    
    Form 8-K filed on October 18, 2006Company and Toshiba14.1
    
    The Shaw Group Inc. Code of
    
    The Shaw Group Inc.
    
    1-12227
    
    14.1Corporate Conduct dated June 2006
    
    Annual Report on Form 10-K for thefiscal year ended
August 31, 200714.2
    
    The Shaw Group Inc. Code of Ethics
    
    The Shaw Group Inc.
    
    1-12227
    
    14.2for Chief Executive Officer and
    
    Annual Report on Form 10-KSenior Financial Officers (adopted
    
    for the fiscal year endedas of December 16, 2003)
    
    August 31, 200714.3
    
    The Shaw Group Inc. Insider
    
    The Shaw Group Inc.
    
    1-12227
    
    14.3Trading Policy dated June 2006
    
    Annual Report on Form 10-K for thefiscal year ended
August 31, 200721.1
    
    Subsidiaries of The Shaw Group Inc.23.1
    
    Consent of KPMG LLP, independentregistered public accounting firmof The Shaw Group Inc.
 79




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##### Table of Contents



SEC File or
    
    ExhibitExhibit
    
    
    
    Report or Registration
    
    Registration
    
    or OtherNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference23.2
    
    Consent of Ernst & Young LLP,former independent registeredpublic accounting firm of The ShawGroup Inc.31.1
    
    Certification pursuant to Section302 of the Sarbanes-Oxley Act of200231.2
    
    Certification pursuant to Section302 of the Sarbanes-Oxley Act of200232.1
    
    Certification pursuant to 18U.S.C. Section 1350, as AdoptedPursuant to Section 906 of theSarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18U.S.C. Section 1350, as AdoptedPursuant to Section 906 of theSarbanes-Oxley Act of 2002
 80




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##### Table of Contents



SIGNATURES
      J.
    M. Bernhard, Jr.
         Signature

Title

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

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

October 29, 2009/s/  Brian
    K. FerraioliBrian
    K. Ferraioli

Chief Financial Officer
    (Principal Financial Officer)

October 29, 2009/s/  Michael
    J. KershawMichael
    J. Kershaw

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

October 29, 2009/s/  Albert
    D. McAlisterAlbert
    D. McAlister

Director

October 29, 2009/s/  David
    W. HoyleDavid
    W. Hoyle

Director

October 29, 2009/s/  Daniel
    A. HofflerDaniel
    A. Hoffler

Director

October 29, 2009/s/  Michael
    J. MancusoMichael
    J. Mancuso

Director

October 29, 2009/s/  Thomas
    E. CappsThomas
    E. Capps

Director

October 29, 2009/s/  Stephen
    R. TritchStephen
    R. Tritch

Director

October 29, 2009  81




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 Reports of Independent Registered Public Accounting Firm: Report on Internal Control over
    Financial Reporting as of August 31, 2009  KPMG
    LLP


F-2 Report on the 2009, 2008 and 2007
    Consolidated Financial Statements  KPMG LLP


F-3Consolidated Balance Sheets as of August 31,
    2009 and 2008


F-4Consolidated Statements of Operations for the
    Fiscal Years Ended August 31, 2009, 2008, and 2007


F-5Consolidated Statements of Shareholders
    Equity for the Fiscal Years Ended August 31, 2009, 2008 and
    2007


F-6Consolidated Statements of Cash Flows for the
    Fiscal Years Ended August 31, 2009, 2008, and 2007


F-7Notes to Consolidated Financial Statements


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


F-65Combined Financial StatementsCombined Balance Sheets


F-66Combined Statements of Operations and
    Comprehensive (Loss) Income


F-67Combined Statements of Stockholders
    Equity


F-68Combined Statements of Cash Flows


F-69Notes to Combined Financial Statements


F-70   F-1




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##### Table of Contents



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




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              KPMG
    LLP
    F-3




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS
    As of August 31, 2009 and 2008
    (In thousands, except share amounts) 2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
1,029,138


$
927,756Restricted and escrowed cash


81,925



8,901Short-term investments


342,219



Restricted short-term investments


80,000



Accounts receivable, including retainage, net


815,862



665,870Inventories


262,284



241,463Costs and estimated earnings in excess of billings on
    uncompleted contracts, including claims


599,741



488,321Deferred income taxes


270,851



93,823Prepaid expenses


26,703



25,895Investment in Westinghouse


1,008,442



Other current assets


36,083



37,099Total current assets


4,553,248



2,489,128Investments in and advances to unconsolidated entities, joint
    ventures and limited partnerships


21,295



19,535Investment in Westinghouse






1,158,660Property and equipment, at cost


636,402



519,305Less accumulated depreciation


(250,796
)


(233,755
)Property and equipment, net


385,606



285,550Goodwill


501,305



507,355Intangible assets


20,957



24,065Deferred income taxes






3,245Other assets


74,763



99,740$
5,557,174


$
4,587,278LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
859,753


$
731,074Accrued salaries, wages and benefits


175,750



120,038Other accrued liabilities


187,020



187,045Advanced billings and billings in excess of costs and estimated
    earnings on uncompleted contracts


1,308,325



748,395Japanese Yen-denominated bonds secured by Investment in
    Westinghouse


1,387,954



Interest rate swap contract on Japanese Yen-denominated bonds


31,369



Short-term debt and current maturities of long-term debt


15,399



6,004Total current liabilities


3,965,570



1,792,556Long-term debt, less current maturities


7,627



3,579Japanese Yen-denominated long-term bonds secured by Investment
    in Westinghouse, net






1,162,007Interest rate swap contract on Japanese Yen-denominated bonds






8,802Deferred income taxes


26,152



Other liabilities


109,835



101,522Minority interest


24,691



29,082Contingencies 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;
    89,316,057 and 89,195,901 shares issued, respectively; and
    83,606,808 and 83,535,441 shares outstanding, respectively


1,237,727



1,204,914Retained earnings


423,651



409,376Accumulated other comprehensive loss


(121,966
)


(9,609
)Treasury stock, 5,709,249 and 5,660,460 shares, respectively


(116,113
)


(114,951
)Total shareholders equity


1,423,299



1,489,730$
5,557,174


$
4,587,278    F-4




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##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONSFor the Years Ended August 31, 2009, 2008 and 2007
    (In thousands, except per share amounts) 2009


2008


2007Revenues

$
7,279,690


$
6,998,011


$
5,723,712Cost of revenues


6,672,260



6,411,978



5,348,295Gross profit


607,430



586,033



375,417General and administrative expenses


308,683



276,328



274,490Operating income


298,747



309,705



100,927Interest expense


(4,919
)


(8,595
)


(12,811
)Interest expense on Japanese Yen-denominated bonds including
    accretion and amortization


(68,676
)


(37,351
)


(30,577
)Interest income


10,028



20,936



13,785Foreign currency translation losses on Japanese Yen-denominated
    bonds, net


(198,077
)


(69,652
)


(33,204
)Other foreign currency transaction gains (losses), net


1,002



6,627



(5,275
)Other income (expense), net


(5,516
)


(1,180
)


321Income before income taxes, minority interest, earnings (losses)
    from unconsolidated entities


32,589



220,490



33,166Provision for income taxes


11,880



71,384



10,747Income before minority interest, earnings (losses) from
    unconsolidated entities


20,709



149,106



22,419Minority interest


(16,733
)


(26,070
)


(17,699
)Income from 20% Investment in Westinghouse, net of income taxes


9,240



15,026



2,176Earnings (losses) from unconsolidated entities, net of income
    taxes


1,779



2,655



(25,896
)Net income (loss)

$
14,995


$
140,717


$
(19,000
)Net income (loss) per common share:Basic:

$
0.18


$
1.71


$
(0.24
)Diluted:

$
0.18


$
1.67


$
(0.24
)Weighted average shares outstanding:Basic


83,244



82,063



79,857Diluted


84,411



84,152



79,857    F-5




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY(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, 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
)Recognition of 20% of Westinghouse OCI, net of Shaws tax
    of $12,526






















19,593







19,593Decrease in pension liability, not yet recognized in net
    periodic pension expense, net of tax expense of $2,003






















2,939







2,939Comprehensive income (loss)






























936Adjustment 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,


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 other comprehensive
    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


$
1,489,730Net income


























14,995



14,995Other comprehensive income (loss):Foreign currency translation adjustments






















(10,339
)






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






















(13,857
)






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






















(80,717
)






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






















(7,444
)






(7,444
)Comprehensive income (loss)






























(97,362
)Adjustment for Westinghouses cumulative effect upon
    initial adoption of SFAS 158, net of tax benefit of $462


























(720
)


(720
)Exercise of options


76,828







1,233



















1,233Shares exchanged for taxes on stock based compensation


(13,106
)


(48,789
)


(315
)


(1,162
)














(1,477
)Tax benefits from stock based compensation










(1,472
)


















(1,472
)Stock-based compensation


56,434







33,367



















33,367Balance, August 31, 2009


89,316,057



(5,709,249
)

$
1,237,727


$
(116,113
)

$



$
(121,966
)

$
423,651


$
1,423,299    F-6




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWSFor the Years Ended August 31, 2009, 2008 and 2007
    (In thousands) 2009


2008


2007Cash flows from operating activities:Net income (loss)

$
14,995


$
140,717


$
(19,000
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


55,534



47,266



41,303Benefit from deferred income taxes


(78,906
)


(7,231
)


(31,030
)Stock-based compensation expense


33,367



21,001



19,379Earnings from unconsolidated entities, net of taxes


(11,019
)


(18,276
)


(4,609
)Distributions from unconsolidated entities


29,972



16,927



3,485Foreign currency transaction losses, net


197,075



63,025



38,479Minority interest


16,733



26,070



17,699Impairment of investments in unconsolidated entities






1,686



47,215Impairment of fixed assets and goodwill


5,806



3,733



8,041Amortization of original issue discount and deferred offering
    costs on Westinghouse Bonds


34,991



6,814



5,693Other noncash Items


(15,609
)


(21,101
)


(31,766
)Changes in assets and liabilities, net of effects of
    acquisitions and consolidation of variable interest entities:(Increase) decrease in receivables


(188,648
)


93,740



(46,393
)(Increase) decrease in costs and estimated earnings in excess of
    billings on uncompleted contracts, including claims


(136,090
)


(96,647
)


75,802(Increase) in inventories


(20,996
)


(56,986
)


(66,895
)(Increase) decrease in other current assets


3,113



(4,085
)


55,505Increase in accounts payable


129,446



183,462



43,475Increase in accrued liabilities


54,072



8,756



89,803Increase in advanced billings and billings in excess of costs
    and estimated earnings on uncompleted contracts


570,926



182,394



240,775Net change in other assets and liabilities


22,090



32,611



(25,935
)Net cash provided by operating activities


716,852



623,876



461,026Cash flows from investing activities:Purchases of property and equipment


(132,216
)


(129,166
)


(65,184
)Proceeds from sale of businesses and assets, net of cash
    surrendered


25,816



24,022



4,314Purchases of businesses and acquisition costs, net of cash
    received










(14,114
)Investment in, advances to, and return of capital from
    unconsolidated entities and joint ventures


(3,670
)


(2,927
)


(1,091,483
)Change in restricted and escrowed cash, net


(72,738
)


11,256



24,105Purchases of short-term investments


(342,219
)






Purchases of restricted short-term investments


(80,000
)






Net cash used in investing activities


(605,027
)


(96,815
)


(1,142,362
)Cash flows from financing activities:Proceeds from issuance of Japanese Yen-denominated bonds and
    other debt










1,053,538Purchase of treasury stock


(1,162
)


(9,903
)


(3,550
)Repayment of debt, deferred financing costs and capital leases


(10,856
)


(8,293
)


(46,141
)Issuance of common stock


1,233



41,816



8,815Excess tax benefits from exercise of stock options and vesting
    of restricted stock


1,459



36,879



3,850Proceeds from revolving credit agreements






16,596



783,865Repayments of revolving credit agreements






(16,832
)


(934,652
)Net cash provided by (used in) financing activities


(9,326
)


60,263



865,725Cash to variable interest entities










(167
)Effects of foreign exchange rate changes on cash


(1,117
)


(927
)


1,725Net change in cash and cash equivalents


101,382



586,397



185,947Cash and cash equivalents  beginning of year


927,756



341,359



155,412Cash and cash equivalents  end of year

$
1,029,138


$
927,756


$
341,359    F-7




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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.  Investment
    in Westinghouse
    Cash
    and Cash Equivalents and Short-term Investments
    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
  percentage-of-completion percentage-of-completion
  Inventories
  first-in,
 F-10




---



##### Table of Contents



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


3-15 YearsFurniture, fixtures and software


2-5 YearsMachinery and equipment


4-18 YearsBuildings and improvements


2-40 Years   Investments
  other-than-temporary
  other-than-temporary
  Long-Lived
    Assets
   F-11




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
        Intangible
    Assets
    Assets
    of Deferred Compensation Plans
  No. 97-14,
 F-12




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    and Profit/Loss Recognition on Long-Term Construction Accounting
    Including Claims, Unapproved Change Orders and
    Incentives
  81-1, (SOP 81-1)
  Percentage of Completion. percentage-of-completion percentage-of-completion percentage-of-completion
    Unapproved Change Orders and
    Claims.
   F-13




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition  Contract Segmenting
  SOP 81-1. percentage-of-completion
  Other
    Revenue Recognition and Profit and Loss Estimates
  percentage-of-completion
  paid-up paid-up percentage-of-completion percentage-of-completion
  paid-up
   F-14




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 00-21, .
  Accounting
    for Governmental Contracts
      Cost
    Estimates
    General
    and Administrative Expenses
    Derivative
    Instruments and Hedging Activities
   F-15




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Other
    Comprehensive Income
    Foreign
    Currency
      Recently
    Adopted Accounting Standards
  157-2, (FSP 157-2),
     F-16




---



##### Table of Contents



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




---



##### 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
    Reclassifications
   F-18




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2 
    Fair
    Value Measurements    Fair Value Measurements UsingSignificantQuoted Prices in

Other

SignificantActive Markets for

Observable

UnobservableLocation on



Identical Assets

Inputs

InputsBalance Sheet

Total

(Level 1)

(Level 2)

(Level 3)Derivatives Designated as Hedging InstrumentsInterest rate swap liability

Current liabilities

$
31,369


$



$
31,369


$
Derivatives Not Designated as Hedging InstrumentsForeign currency forward assets

Other current assets

$
1,461


$



$
1,461


$
Foreign currency forward liabilities

Other accrued liabilities

$
45


$



$
45


$
   Location and Amount of Gain (Loss)Recognized in Income on DerivativesFiscal Year EndedAugust 31, 2009Derivatives Designated as Hedging InstrumentsInterest rate swap liability

Other comprehensive income. See Note 18Derivatives Not Designated as Hedging InstrumentsForeign currency forward contracts

Other foreign currency transaction gains (losses), net
    $(2.7) million         Note 3 
    Cash,
    Cash Equivalents, Short-term Investments and Restricted and
    Escrowed Cash   F-19




---



##### Table of Contents



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

2009


2008Deposit in banks and money market funds

$
1,191,063


$
936,657Time deposits


342,219



Total investments

$
1,533,282


$
936,657Balance sheet classification:Cash and cash equivalents

$
1,029,138


$
927,756Restricted and escrowed cash

$
81,925


$
8,901Short-term investments

$
342,219



Restricted and escrowed short-term investments

$
80,000



     Note 4 
    Inventories,
    Accounts Receivable and Concentrations of Credit Risk    August 31,2009


2008Weighted








WeightedAverage


FIFO


Total


Average


FIFO


TotalRaw materials

$
13,940


$
110,469


$
124,409


$
11,778


$
129,716


$
141,494Work in process


2,778



40,923



43,701



3,831



20,242



24,073Finished goods


94,174







94,174



75,896







75,896$
110,892


$
151,392


$
262,284


$
91,505


$
149,958


$
241,463     August 31,2009


2008Trade accounts receivable, net

$
671,324


$
556,711Unbilled accounts receivable


11,382



11,770Retainage


133,156



97,389Total accounts receivable, including retainage, net

$
815,862


$
665,870  F-20




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Beginning balance, September 1

$
27,391


$
26,634Provision


25,355



12,445Write offs


(22,128
)


(8,352
)Other


(2,349
)


(3,336
)Ending balance, August 31

$
28,269


$
27,391     Concentrations
    of Credit
      Note 5 
    Property
    and Equipment:    August 31,2009


2008Transportation equipment

$
20,977


$
31,252Furniture, fixtures and software


146,905



142,311Machinery and equipment


219,753



184,619Buildings and improvements


151,708



130,018Assets acquired under capital leases


5,651



9,102Land


12,404



13,026Construction in progress


79,004



8,977636,402



519,305Less: accumulated depreciation


(250,796
)


(233,755
)Property and equipment, net

$
385,606


$
285,550    F-21




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 6 
    Equity
    Method Investments and Variable Interest Entities    Equity
    Method Investments
     F-22




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          tm
   F-23




---



##### Table of Contents



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

June 30, 2009


June 30, 2008Current assets

$
2,318,455


$
2,031,501Noncurrent assets


6,059,812



6,359,794Current liabilities


2,072,395



1,660,093Noncurrent liabilities


1,148,347



979,562Noncontrolling interest


85,324



4,632   July 1, 2008


July 1, 2007


October 1, 2006Statements of Operations

to June 30, 2009


to June 30, 2008


to June 30, 2007Revenues

$
3,525,889


$
2,911,399


$
1,712,165Gross profit


743,996



712,426



433,608Income from continuing operations before income taxes


108,930



153,098



31,151Net income attributable to shareholders


57,441



123,351



17,868     At August 31,Balance Sheets

2009


2008Current assets

$
35,603


$
79,755Noncurrent assets


42,255



371,150Current liabilities


38,659



86,699Noncurrent liabilities


6,528



273,263   For the Year Ended August 31,Statements of Operations

2009


2008


2007Revenues

$
116,868


$
260,022


$
429,451Gross profit


21,600



39,301



49,991Income (loss) from continuing operations before income taxes


(696
)


(711
)


44,648Net income (loss)


(1,147
)


(825
)


44,648     Ownership


At August 31,Percentage


2009


2008Investment in Westinghouse


20%


$
1,008,442


$
1,158,660Other


23% - 50%



21,295



19,535Total investments in and advances to unconsolidated entities,
    joint ventures and limited partnerships





$
1,029,737


$
1,178,195  F-24




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended August 31,2009


2008


2007Investment in Westinghouse

$
9,240


$
15,026


$
2,176Other


1,779



2,655



(25,896
)Total earnings (losses) from unconsolidated entities, net income
    of taxes

$
11,019


$
17,681


$
(23,720
)   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 $33.7 million and total liabilities of
    $9.1 million at August 31, 2009. The creditors of
    Shaw-Nass, which are currently limited to vendors and suppliers,
    do not have recourse to our general credit. Our maximum exposure
    to loss is limited to our equity interest of $12.3 million
    at August 31, 2009.
    In April 2003, our subsidiary, Badger Technologies Holdings
    L.L.C. (Badger) contributed the right to license certain
    technology to acquire a 50% equity interest in a joint venture,
    Badger Licensing. Creditors of Badger Licensing, which are
    currently limited to vendors and suppliers, do not have recourse
    to our general credit. Our maximum exposure to loss is limited
    to our equity interest and outstanding advances and loans to
    LLC. This entity had total assets and liabilities of
    $18.3 million and $0.5 million at August 31,
    2009, 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
    $6.5 million at August 31, 2009 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. We also have a funding commitment of
    up to $10.0 million for any third-party claim that Badger
    does not have the surplus cash to cover.
    In October 2006, NEH was created to issue the Westinghouse bonds
    and hold our 20% equity interest in Westinghouse. F-25




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Unconsolidated
    VIEs  Equity Method
  
    On November 4, 2008, we sold our interests in Little Rock
    Family Housing LLC, Hanscom Family Housing LLC and Patrick
    Family Housing LLC. With this sale, we have sold all remaining
    interests in our housing privatization projects. We received no
    proceeds as part of the sale transaction but were released from
    certain liabilities, obligations and funding of further equity.
    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. On November 20, 2007, American
    Eagle Northwest, LLC sold its interest in Pacific Northwest
    Communities, LLC for net proceeds of approximately
    $12.8 million. 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. At August 31, 2009 all claims and
    lawsuits were settled with respect to our obligations under
    terms of the sale.  Guarantees
    Related to Military Housing Privatization Construction
    Entities
    Related
    Party Transactions
    PrivatizationEntities


Other(1)Revenue from unconsolidated entities for years ended2009

$
782


$
3,7462008


38,893



10,7382007


28,674



5,651Accounts and other receivables from unconsolidated entities at
    August 31,2009

$



$
3,5342008


3,503



5,857Advances to unconsolidated entities at August 31,2009

$



$
2008






     (1)
    
    includes activity with Westinghouse F-26




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7 
    Goodwill,
    Other Intangibles and Contract Adjustments and Accrued Contract
    Losses  Goodwill
    FossilRenewables& Nuclear


Maintenance


E&I


E&C


F&M


TotalBalance at September 1, 2007

$
148,577


$
42,027


$
194,174


$
111,862


$
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

$
139,177


$
42,027


$
194,174


$
114,015


$
17,962


$
507,355Remeasurement of acquired tax contingency










(4,366
)










(4,366
)Currency translation adjustment














(1,440
)


(244
)


(1,684
)Balance at August 31, 2009

$
139,177


$
42,027


$
189,808


$
112,575


$
17,718


$
501,305     Intangible
    Assets
     F-27




---



##### Table of Contents



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


Client RelationshipsGross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAugust 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
)Adjustments


(572
)


541







Amortization






(2,875
)






(202
)August 31, 2009 balance

$
43,954


$
(23,534
)

$
2,016


$
(1,479
)     Proprietary Technologies,


ClientPatents and Tradenames


Relationships2010

$
2,772


$
2022011


2,772



2022012


2,769



1332013


2,766



2014


2,766



Thereafter


6,575



Total

$
20,420


$
537  F-28




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8
    
    Debt and Revolving Lines of Credit    August 31, 2009


August 31, 2008Short-term


Long-term


Short-term


Long-termNotes payable on purchase of Gottlieb, Barnett &
    Bridges; 0% interest; due and paid on January 10, 2009

$



$



$
2,716


$
Notes 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


1,197



1,269



946



2,466Notes payable on purchases of equipment; 0% to 1.3% interest;
    payments discounted at imputed rate of 5.9% interest; due
    September through October 2010


10,610



2,146







Notes payable on purchases of equipment; 5.2% to 6.0% interest;
    due June 2011 through July 2012


1,188



1,824







Other notes payable


1,608



1,008



833



833Capital lease obligations


796



1,380



1,509



280Subtotal


15,399



7,627



6,004



3,579Westinghouse Bonds (see description below)


1,387,954











1,162,007Total

$
1,403,353


$
7,627


$
6,004


$
1,165,586       CapitalLease Obligations


Debt2010

$
945


$
14,6032011


478



5,3602012


401



8872013


399



1,387,9542014


266



Thereafter






Subtotal


2,489



1,408,804Less: amount representing interest


(313
)


Total

$
2,176


$
1,408,804   Westinghouse
    Bonds
   F-29




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-30




---



##### Table of Contents



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


August 31,2009


2008Westinghouse 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 (0.60% at
    August 31, 2009)


653,125



653,125Original Discount on Westinghouse Bonds






(30,535
)Accumulated Discount Accretion






9,323Increase in debt due to foreign currency translation adjustments
    since date of issuance


307,954



103,219Total short-term portion of debt


1,387,954



Total long-term portion of debt






1,162,007Total Westinghouse debt

$
1,387,954


$
1,162,007     Credit
    Facility
     F-31




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
    
    a maximum leverage ratio of 2.5x our earnings before interest,
    income taxes, depreciation and amortization (EBITDA) as defined
    in the Restated Agreement and adjusted for certain non-cash
    items and for the pro forma impact of acquisitions and
    dispositions of operations and assets; (Amendment IV to the
    Facility had increased the maximum leverage ratio to 2.75x our
    EBITDA for quarters ending prior to August 31, 2007 and
    2.5x on or thereafter);
    a minimum debt service charge coverage ratio of 3.0x EBITDA. The
    previous Credit Agreement contained a minimum fixed charge
    coverage ratio of 2.5x EBITDA (Amendment IV to the Facility
    had decreased the minimum fixed charge coverage ratio to 2.25x
    our EBITDA for quarters ending on or prior to February 29,
    2008 and 2.5x thereafter); and
    a minimum consolidated net worth as defined by the Restated
    Credit Agreement.     F-32




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
        and/or
 F-33




---



##### Table of Contents



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

$
1,053.0Less: outstanding performance letters of credit


(409.5
)Less: outstanding financial letters of credit


(188.2
)Less: outstanding revolving credit loans


Remaining availability under the Facility

$
455.3   Other
    Revolving Lines of Credit
        Note 9 
    Income
    Taxes  Intraperiod
    Allocation of Income Taxes:
  For the Fiscal Year Ended August 31,(In thousands)

2009


2008


2007Provision for income taxes

$
11,880


$
71,384


$
10,747Income from 20% investment in Westinghouse


2,247



9,645



1,397Earnings (losses) from unconsolidated entities


1,119



1,707



(18,221
)Total income tax from continuing operations


15,246



82,736



(6,077
)Shareholders equity:Compensation expense for tax purposes less than (in excess of)
    amounts recognized for financial reporting


1,389



(37,464
)


(3,850
)Pension liability


(6,422
)


(736
)


(5,942
)Other comprehensive income of investment in Westinghouse


(50,744
)


4,206



12,526Adoption of FIN 48






4,943Derivative instrument


(8,711
)


(775
)


(2,667
)Total income taxes

$
(49,242
)

$
52,910


$
(6,010
)  F-34




---



##### Table of Contents



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

2009


2008


2007Current:U.S. federal

$
69,779


$
56,871


$
State and local


18,027



12,133



3,482Foreign


6,009



11,587



12,862Total current tax provision


93,815



80,591



16,344Deferred:U.S. federal


(66,592
)


3,480



(3,695
)State and local


(17,834
)


(2,038
)


(1,002
)Foreign


2,491



(10,649
)


(900
)Total deferred tax provision


(81,935
)


(9,207
)


(5,597
)Total provision for income taxes

$
11,880


$
71,384


$
10,747     Income before income taxes, minority interest, and
    earnings (losses) from unconsolidated entities
    (pre-tax
    income):
  For the Fiscal Year Ended August 31,(In thousands)

2009


2008


2007Domestic

$
(5,454
)

$
196,606


$
(8,176
)Foreign


38,043



23,884



41,342Income before income taxes, minority interest, and earnings
    (losses) from unconsolidated entities

$
32,589


$
220,490


$
33,166  F-35




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  A reconciliation of the significant differences between
    the effective income tax rate and the federal statutory rate on
    pretax income is as follows:
  For the Fiscal Year Ended August 31,2009


2008


2007U.S. Federal statutory tax rate


35
%


35
%


35
%State taxes, net of federal income tax benefit






4
%


5
%Foreign tax differential


(6
)%


2
%


(13
)%Work Opportunity Tax Credit


(4
)%






(22
)%Foreign tax credits


(9
)%


(5
)%


(6
)%Section 199  Domestic Manufacturer Deduction


(9
)%


(2
)%


Valuation allowance


(2
)%


(5
)%


Minority interest


(18
)%


(4
)%


(19
)%Compensation and stock options


13
%


2
%


11
%Uncertain tax positions


25
%






30
%Nondeductible meals and entertainment


14
%


3
%


8
%Other, net


(2
)%


2
%


3
%37
%


32
%


32
%    F-36




---



##### Table of Contents



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

2009


2008Deferred tax assets:Receivables

$
9,264


$
5,756Net operating loss and tax credit carryforwards


54,535



70,174Other expenses not currently deductible


51,343



22,624Investments in affiliates, primarily due to impairment






16,569Foreign currency


115,527



39,629Derivative instrument


12,108



3,441Deferred financing costs


10,583



Equity in other comprehensive income of Westinghouse


34,227



Compensation related expenses


66,030



41,599Total gross deferred tax assets


353,617



199,792Less valuation allowance


(22,025
)


(12,923
)Net deferred tax assets


331,592



186,869Deferred tax liabilities:Goodwill and other intangibles


(45,735
)


(44,773
)Property, plant and equipment


(26,976
)


(25,172
)Equity in other comprehensive income of Westinghouse






(16,732
)Investments in affiliates


(11,148
)


Employee benefits and other expenses


(3,034
)


(3,124
)Total gross deferred tax liabilities


(86,893
)


(89,801
)Net deferred tax assets

$
244,699


$
97,068   Unremitted
    Earnings
    Losses
    and Valuation Allowances
   F-37




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      FASB
    Interpretation No. 48
    UnrecognizedTax(In thousands)

BenefitsBalance at September 1, 2007

$
28,179Increase in Tax Positions


1,728Settlements


(121
)Increase, Interest  Net


239Increase, Penalties  Net


19Currency Translation Adjustment  Net


82Balance at August 31, 2008


30,126Increase in Tax Positions  prior years


25,406Increase in Tax Positions  current year


732Settlements


(9,902
)Increase, Interest  Net


3,910Increase, Penalties  Net


1,915Currency Translation Adjustment  Net


(47
)Balance at August 31, 2009

$
52,140  F-38




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    non-U.S. jurisdictions. non-U.S. income
      Note 10 
    Capital
    Stock    Preferred Stock
  Common Stock
  Treasury Stock
  Shareholder Rights Plan
 F-39




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Note 11 
    Share-Based Compensation  Stock
    Compensation Plans
   F-40




---



##### Table of Contents



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

Shares


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


3,844,000


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


300,000


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


1,070,000


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


9,500,000


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


300,000


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


4,500,000


Non-qualified stock options, incentive stock options, stock
    appreciation rights, restricted stock, restricted stock units,
    performance shares and other stock-based awards       Stock
    Options
    For the Year Ended August 31,2009


2008


2007Expected volatility


64.0
%


52.0
%


42.0
%Risk-free interest rate


3.0
%


3.6
%


4.7
%Expected term of options (in years)


4.9



5.4



6.2Grant-date fair value

$
9.96


$
32.79


$
13.33    F-41




---



##### Table of Contents



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


Weighted-AverageAverage


RemainingShares


Exercise Price


Contract TermOutstanding at September 1, 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



6.0Granted


1,218,011



18.38Exercised


(76,828
)


16.64Forfeited


(93,131
)


37.28Outstanding at August 31, 2009


4,151,131



23.89



6.3Exercisable at August 31, 2009


2,195,754


$
21.46



4.3     For the Year Ended August 31,2009

2008

2007Stock Option Compensation Expense

$
9.7


$
9.3


$
8.5         Restricted
    Stock
   F-42




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended August 31,2009

2008

2007Restricted Stock Compensation Expense

$
23.6


$
11.7


$
10.9     Grant-DateShares


Fair ValueUnvested restricted stock at September 1, 2007


995,620


$
24.70Granted


252,620



65.28Vested


(441,228
)


22.41Forfeited


(67,295
)


33.74Unvested restricted stock at August 31, 2008


739,717



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


1,288,761



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


1,281,512



29.39Restricted stock granted


1,111,247



18.20Total granted


3,681,520Vested


(332,855
)


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


(1,281,512
)


29.39Restricted stock forfeited


(77,808
)


25.31Total forfeited


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


2,729,062


$
27.29      F-43




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12 
    Operating
    Leases      For the year ending August 31 (in thousands):2010

$
80,9142011


70,8332012


60,9992013


50,5572014


43,751Thereafter


115,139Total future minimum lease payments

$
422,193     10-year
      Note 13 
    Contingencies
    and Commitments  Tax
    Matters
   F-44




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2003-2006.
    Military
    Housing Privatization Entities
    
    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
   F-45




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings
    and/or
   F-46




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
      Environmental
    Liabilities
   F-47




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employment
    Contracts
    Note 14 
    Business
    Segments               F-48




---



##### Table of Contents



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














InvestmentRenewables














in


Corporate& Nuclear


Maintenance


E&I


E&C


F&M


Westinghouse


and Other


TotalFiscal Year 2009Revenues from external clients

$
2,581.2


$
864.1


$
1,835.5


$
1,371.5


$
623.4


$



$
4.0


$
7,279.7Intersegment revenues


5.3



27.2



25.9



1.4















59.8Interest income


1.1



1.1



0.5



1.5



0.4







5.4



10.0Interest expense


1.0







0.6











68.7



3.3



73.6Depreciation and amortization


13.8



2.9



9.9



7.7



10.6







2.9



47.8Income (loss) before income taxes


29.3



6.7



91.0



153.0



106.6



(267.0
)


(87.0
)


32.6Earnings (losses) from unconsolidated entities










0.8



2.9







9.3



(2.0
)


11.0Goodwill


139.2



42.0



189.8



112.6



17.7











501.3Total assets


1,629.9



180.7



1,002.8



853.4



698.0



1,171.2



846.9



6,382.9Investment in and advances to equity method investees










12.6



7.5











1.2



21.3Purchases of property and equipment


67.0



2.3



10.1



3.6



77.8







9.0



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


(6.4
)


1.4



(14.3
)


(2.3
)


(0.2
)


(7.8
)


1.5



(28.1
)   F-49




---



##### Table of Contents



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














InvestmentRenewables














in


Corporate& Nuclear


Maintenance


E&I


E&C


F&M


Westinghouse


and other


TotalFiscal Year 2008Revenues from external clients

$
2,655.1


$
1,018.2


$
1,462.1


$
1,283.3


$
576.6


$



$
2.7


$
6,998.0Intersegment revenues


5.9



7.7



4.1



9.3















27.0Interest income


3.8



0.3



1.5



7.8



1.7







5.8



20.9Interest expense


1.3







0.8



1.7



(0.6
)


37.3



5.4



45.9Depreciation and amortization


11.0



3.1



15.5



7.2



7.9







2.5



47.2Income (loss) before income taxes


112.7



33.8



39.3



97.4



126.8



(107.9
)


(81.6
)


220.5Earnings (losses) from unconsolidated entities














1.5



0.3



15.0



0.9



17.7Goodwill


139.2



42.0



194.2



114.0



18.0











507.4Total assets


1,019.9



175.2



784.7



714.0



533.6



1,167.9



966.9



5,362.2Investment in and advances to equity method investees










11.3



6.1







1,158.7



2.1



1,178.2Purchases of property and equipment


22.9



4.5



17.3



13.0



45.7







25.7



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


(3.8
)






(0.7
)


3.0



1.5



(1.7
)


(5.5
)


(7.2
)   Fossil,














InvestmentRenewables














In


Corporate& Nuclear


Maintenance


E&I


E&C


F&M


Westinghouse


and other


TotalFiscal Year 2007Revenues from external clients

$
1,635.6


$
1,081.5


$
1,469.3


$
1,063.9


$
472.8


$



$
0.6


$
5,723.7Intersegment revenues


0.1



4.1



4.2



0.4















8.8Interest income


3.0



1.9



1.2



4.5



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



3.5



11.6



5.7



5.9







11.0



41.3Income (loss) before income taxes


42.3



9.3



18.3



35.2



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



42.0



194.2



111.9



17.3











514.0Total assets


700.2



123.9



803.1



422.1



492.8



1,136.1



972.7



4,650.9Investment in and advances to equity method investees






0.5



32.7



4.7



3.1



1,126.7



0.3



1,168.0Purchases of property and equipment


6.9



2.8



23.2



2.4



21.5







8.4



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


(0.3
)


(0.1
)


(5.3
)


(6.0
)


(0.1
)


9.5



13.9



11.6    F-50




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At August 31,2009


2008


2007Total segment assets

$
6,382.9


$
5,362.2


$
4,650.9Elimination of intercompany receivables


(414.0
)


(299.1
)


(305.7
)Elimination of investments in subsidiaries


(412.1
)


(412.1
)


(397.1
)Income tax entries not allocated to segments


0.4



(63.7
)


(53.6
)Total consolidated assets

$
5,557.2


$
4,587.3


$
3,894.5     For the Year Ended August 31,2009


2008


2007Revenues:United States

$
5,669.7


$
5,422.2


$
4,525.1Asia/Pacific Rim countries


978.4



573.0



224.3Middle East


386.3



719.5



789.4United Kingdom and other European countries


127.9



193.9



133.8South America and Mexico


51.8



33.6



22.4Canada


37.7



25.4



15.2Other


27.9



30.4



13.5$
7,279.7


$
6,998.0


$
5,723.7   At August 31,2009


2008


2007Long-Lived Assets:United States

$
450.6


$
1,245.6


$
1,173.8United Kingdom


5.9



309.3



301.2Other foreign countries


46.1



32.7



43.8$
502.6


$
1,587.6


$
1,518.8     Major
    Customers
   F-51




---



##### Table of Contents



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





SegmentSegment

Clients


Revenues


RevenuesFossil, Renewables & Nuclear


1


$
223.2



9
%Maintenance


2



296.3



34E&I


1



1,458.8



80E&C


2



679.1



50F&M


1



116.4



19
%     Export
    Revenues
    Note 15 
    Supplemental
    Disclosure to Earnings (Loss) Per Common Share  For the Year Ended August 31,2009


2008


2007Weighted average shares outstanding (in thousands):Basic


83,244



82,063



79,857Diluted:Stock options


669



1,766



Restricted stock


498



323



84,411



84,152



79,857     For the Year Ended August 31,2009


2008


2007Weighted-average shares:Stock options


1,578



301



5,451Restricted stock


283



45



1,101   Note 16 
    Employee
    Benefit Plans    Defined
    Contribution Plans
   F-52




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Defined
    Benefit Plans
    plan-by-plan
 F-53




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Funded
    Status
    For the Year Ended August 31,2009


2008Change in Projected Benefit Obligation:Projected benefit obligation at the start of the year

$
154,822


$
170,500Service cost


1,108



2,049Interest cost


8,255



8,740Prior service cost






Participants contributions


522



902Actuarial loss (gain)


12,536



(5,657
)Benefits paid


(6,925
)


(7,202
)Curtailment (gain)


(3,179
)


Other


(956
)


Foreign currency exchange


(15,024
)


(14,510
)Projected benefit obligation at the end of the year

$
151,159


$
154,822Change in Fair Value of Plan Assets:Fair value of the plan assets at the start of the year

$
119,939


$
133,131Actual return on plan assets


1,508



(2,909
)Company contributions


18,587



7,058Participants contributions


522



902Benefits paid


(6,925
)


(7,202
)Foreign currency exchange


(11,364
)


(11,041
)Fair value of the plan assets at the end of the year


122,267



119,939Funded Status at end of the year

$
(28,892
)

$
(34,883
)    F-54




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Periodic Benefit Cost and Other Changes Recognized in Other
    Comprehensive Income (Loss)
    For the Year Ended August 31,2009


2008


2007Net Periodic Benefit Cost:Service cost

$
1,063


$
2,049


$
2,976Interest cost


7,904



8,740



8,231Expected return on plan assets


(6,420
)


(8,859
)


(8,497
)Amortization of net loss


2,472



2,170



2,632Curtailment (gain)


(2,725
)






Other


36







Total net periodic benefit cost

$
2,330


$
4,100


$
5,342     Assumptions
  For the Year Ended August 31,2009


2008


2007Weighted  Average Assumptions Used to Determine
    Benefit Obligations at August 31:Discount rate


5.60-5.75
%


6.00-6.20
%


5.50-5.75
%Rate of compensation increase


4.00
%


4.00-4.70
%


4.00-4.50
%Weighted  Average Assumptions Used to Determine
    Net Periodic Benefit Cost for Years Ended August 31:Discount rate at end of the year


6.00-6.20
%


5.50-5.75
%


5.00-5.25
%Expected return on plan assets for the year


6.40-7.00
%


7.00-7.25
%


6.40-7.25
%Rate of compensation increase at end of the year


4.00-4.70
%


3.25-4.50
%


4.00-4.75
%     Accumulated
    Benefit Obligation and Estimated Future Benefit
    Payments
   F-55




---



##### 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

2009


2008Equity securities


52.7
%


48.6
%Debt securities


42.7



45.6Other


4.6



5.8Total


100.0
%


100.0
%       Contributions
    and Benefit Payments
    Fiscal Year

Pension Benefits2010

$
7,1252011


6,2262012


6,3942013


6,5672014


6,7352015  2019


36,030     Supplemental
    Deferred Compensation Plans
   F-56




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 17 
    Related
    Party Transactions         F-57




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 18 
    Accumulated
    Other Comprehensive Income (Loss)    Equity inWestinghouses


InterestPre-tax other


Rate Swap





AccumulatedForeign


Comprehensive


Contract on





OtherCurrency


Income (loss),


JPY-


Pension


ComprehensiveTranslation


Net of


Denominated


Liability


IncomeAdjustments


Shaws tax


Bonds


Adjustments


(Loss)Balance at August 31, 2006

$
(7,824
)

$



$



$
(17,539
)

$
(25,363
)Current period change


1,404



19,593



(4,000
)


(8,707
)


8,290Balance at August 31, 2007


(6,420
)


19,593



(4,000
)


(26,246
)


(17,073
)Current period change


6,837



6,467



(1,360
)


(4,480
)


7,464Balance at August 31, 2008


417



26,060



(5,360
)


(30,726
)


(9,609
)Current Period Change


(10,339
)


(80,717
)


(13,857
)


(7,444
)


(112,357
)Balance at August 31, 2009

$
(9,922
)

$
(54,657
)

$
(19,217
)

$
(38,170
)

$
(121,966
)   Note 19 
    Long-Term
    Construction Accounting for Revenue and Profit/Loss Recognition
    Including Claims, Unapproved Change Orders and
    Incentives      Unapproved
    Change Orders and Claims
   F-58




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amounts included in project
    estimates-at-completion
    at September 1, 2008


63.6Changes in
    estimates-at-completion


197.2Approved by client


(37.9
)Amounts included in project
    estimates-at-completion
    August 31, 2009


222.9Amounts accrued in revenues (or reductions to contract costs) at
    August 31, 2009

$
86.9   estimates-at-completion
  estimate-at-completion
  estimates-at-completion percentage-of-completion
          Project
    Incentives
   F-59




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SOP 81-1
  estimates-at-completion percentage-of-completion
  Contract
    Losses
    Note 20 
    Supplemental
    Cash Flow Information  For Year Ended August 31,(In thousands)

2009


2008


2007Supplemental disclosures:Cash payments for:Interest (net of capitalized interest)

$
31,134


$
32,628


$
23,072Income taxes

$
82,079


$
14,498


$
8,879Non-cash investing and financing activities:Financed insurance premiums

$



$
12,782


$
11,138Additions to property, plant, and equipment

$
37,627


$



$
Release of purchase accounting tax contingency

$



$
9,400


$
Interest rate swap contract on Japanese Yen-denominated bonds,
    net of tax benefit of $8,711, $775 and $2,667, respectively

$
13,857


$
1,360


$
4,000Acquisition of businesses through issuance of debt

$



$



$
7,067Equity in Westinghouse accumulated other comprehensive income,
    net of tax (benefit) of $(50,744), $4,206 and $12,526,
    respectively

$
(80,717
)

$
6,467


$
19,593  F-60




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 21 
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


Fourth(In thousands, except per share data)

Quarter


Quarter


Quarter


QuarterYear ended August 31, 2009Revenues

$
1,900,433


$
1,667,517


$
1,848,442


$
1,863,298Gross profit

$
188,093


$
102,358


$
162,985


$
153,994Operating income

$
114,987


$
31,953


$
84,351


$
67,456Interest expense, net

$
(7,684
)

$
(9,642
)

$
(38,501
)

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

$
(163,601
)

$
33,993


$
(31,924
)

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

$
(58,159
)

$
55,419


$
14,273


$
21,056Net income (loss)

$
(39,917
)

$
36,335


$
7,898


$
10,679Basic net income (loss) per share

$
(0.48
)

$
0.44


$
0.09


$
0.13Diluted net income (loss) per share

$
(0.48
)

$
0.43


$
0.09


$
0.13   First


Second


Third


Fourth(In thousands, except per share data)

Quarter


Quarter


Quarter


QuarterYear 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 before income taxes, minority interest, and earnings
    (losses) from unconsolidated entities

$
3,520


$
13,235


$
88,232


$
115,503Net income

$
2,230


$
3,950


$
51,954


$
82,582Basic net income per share

$
0.03


$
0.05


$
0.63


$
1.00Diluted net income per share

$
0.03


$
0.05


$
0.62


$
0.98   Note 22 
    New
    Accounting Pronouncements  No. 03-6-1, EITF 03-6-1). EITF 03-6-1
 F-61




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  No. 08-3, (EITF 08-3). EITF 08-3 EITF 08-3 EITF 08-3
    FAS 141R-1, FAS 141R-1). FAS 141R-1 FAS 141R-1
  No. 07-1, (EITF 07-1). EITF 07-1 EITF 07-1 EITF 07-1
  FAS 132R-1, FAS 132R-1). FAS 132R-1 FAS 132R-1 Form 10-K.
 F-62




---



##### Table of Contents



THE SHAW
    GROUP INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SFAS 107-1 28-1, SFAS 107-1 28-1). SFAS 107-1 28-1 SFAS 107-1 28-1 SFAS 107-1 28-1
    tm tm
  No. 2009-13 2009-13) 2009-13 2009-13 2009-13
 F-63




---



##### 



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    COMBINED FINANCIAL STATEMENTS
    Fiscal Years Ended March 31, 2009 and 2008, and
    The Six-Month Period Ended March 31, 2007
  CONTENTS
  
  Report of Independent Registered Public
    Accounting Firm


F-65Combined Financial StatementsCombined Balance Sheets


F-66Combined Statements of Operations and
    Comprehensive (Loss) Income


F-67Combined Statements of Stockholders
    Equity


F-68Combined Statements of Cash Flows


F-69Notes to Combined Financial Statements


F-70   F-64




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
      F-65




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED BALANCE SHEETS
    (In thousands)
  March 312009


2008ASSETSCURRENT ASSETS:Cash and cash equivalents

$
192,267


$
287,431Receivables, net of allowance for doubtful accounts of $368 and
    $213, respectively


361,034



384,221Related-party receivables (Note 18)


213,824



252,520Inventories (Note 8)


514,879



474,564Costs and estimated earnings in excess of billings on
    uncompleted contracts


587,480



307,478Amounts earned in excess of billings


57,783



53,246Deferred income tax assets (Note 7)


67,857



76,774Other current assets (Notes 3, 10)


133,391



162,496Total current assets


2,128,515



1,998,730NONCURRENT ASSETS:Property, plant and equipment, net (Note 9)


568,076



514,816Goodwill (Notes 2, 5)


2,761,429



3,058,418Other intangible assets, net (Note 5)


1,805,850



2,041,048Uranium working stock (Note 11)


460,919



702,751Other noncurrent assets (Notes 6, 10)


93,265



141,335Total noncurrent assets


5,689,539



6,458,368TOTAL ASSETS

$
7,818,054


$
8,457,098LIABILITIES AND EQUITYCURRENT LIABILITIES:Accounts payable

$
413,339


$
251,855Related-party payables (Note 18)


51,788



389Billings in excess of costs and estimated earnings on
    uncompleted contracts


949,115



687,411Amounts billed in excess of revenue


165,882



176,623Reserves for settlement obligations (Note 15)


15,806



22,517Secured borrowings (Note 12)






50,000Other current liabilities (Notes 3, 6, 13)


464,077



433,708Total current liabilities


2,060,007



1,622,503NONCURRENT LIABILITIES:Reserves for settlement obligations (Note 15)


13,081



28,751Reserves for decommissioning matters (Note 4)


223,596



253,193Benefit obligations (Note 6)


337,912



220,687Deferred income tax liabilities (Note 7)


310,390



476,892Other noncurrent liabilities (Note 13)


84,417



99,989Total noncurrent liabilities


969,396



1,079,512MINORITY INTEREST


4,691



4,728STOCKHOLDERS EQUITY (NOTES 3, 6, 14)


4,783,960



5,750,355TOTAL LIABILITIES AND EQUITY

$
7,818,054


$
8,457,098    F-66




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
    (In thousands)
  Six-MonthPeriod EndedYear Ended March 31


March 31,2009


2008


2007NET REVENUES (NOTES 2, 3)

$
3,395,298


$
2,710,455


$
1,124,119COST OF GOODS SOLD


2,662,412



2,043,109



823,022GROSS PROFIT


732,886



667,346



301,097MARKETING, ADMINISTRATIVE AND GENERAL EXPENSES


526,487



484,860



235,619AMORTIZATION OF INTANGIBLES (NOTES 2, 5)


77,523



78,508



39,109INCOME FROM OPERATIONS


128,876



103,978



26,369INTEREST AND OTHER INCOME (EXPENSE):Interest income


16,775



23,961



9,712Interest expense


(6,470
)


(12,915
)


(9,445
)(Loss) gain on foreign currency transactions, net


(23,267
)


17,381



773Other (expense) income, net


(422
)


2,090



(4,411
)Total interest and other income (expense)


(13,384
)


30,517



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


115,492



134,495



22,998INCOME TAX PROVISION (NOTE 7)


47,648



24,176



9,863INCOME BEFORE MINORITY INTERESTS SHARE


67,844



110,319



13,135MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES


(264
)


(779
)


(566
)NET INCOME


67,580



109,540



12,569OTHER COMPREHENSIVE (LOSS) INCOME:Unrealized loss on derivatives (Note 3)


(15,550
)


(6,890
)


(856
)Unrealized (loss) income related to pension and other
    postretirement benefit plans (Note 6)


(96,823
)


23,161



3,430Unrealized foreign currency (loss) gain on translation adjustment


(844,488
)


104,998



112,573OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX


(956,861
)


121,269



115,147COMPREHENSIVE (LOSS) INCOME

$
(889,281
)

$
230,809


$
127,716    F-67




---



##### Table of Contents



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


StockholdersCapital Stock


Retained Earnings


(Loss) Income


EquityInvested 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
)Change in unrecognized gains (losses) and prior service cost
    related to pension and other postretirement benefit plans, net
    of tax effect of $2,286










3,430



3,430Unrealized foreign currency gain on translation adjustment










112,573



112,573Total comprehensive income (loss)






12,569



115,147



127,716Dividends














BALANCE 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 comprehensive income (loss)






109,540



121,269



230,809Dividends






(8,170
)






(8,170
)BALANCE AT MARCH 31, 2008


5,400,000



113,939



236,416



5,750,355Cumulative effect of accounting for the SFAS No. 158
    remeasurement adjustment, net of tax effect of $3,687






(5,913
)






(5,913
)Comprehensive (loss) income:Net income






67,580







67,580Unrealized loss on derivatives, net of tax effect of $2,902










(15,550
)


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










(96,823
)


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










(844,488
)


(844,488
)Total comprehensive income (loss)






67,580



(956,861
)


(889,281
)Dividends






(71,201
)






(71,201
)BALANCE AT MARCH 31, 2009

$
5,400,000


$
104,405


$
(720,445
)

$
4,783,960    F-68




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.COMBINED STATEMENTS OF CASH FLOWS
    (In thousands)
  Six-MonthPeriod EndedYear Ended March 31


March 31,2009


2008


2007OPERATING ACTIVITIESNet income

$
67,580


$
109,540


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


148,597



139,808



69,065Deferred income taxes


(1,109
)


(29,402
)


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


2,185



318



(36
)Loss (gain) on foreign currency translation


23,267



(17,381
)


(773
)Minority interest


264



779



566Changes in:Receivables


(21,553
)


(105,628
)


67,718Notes repaid by related parties


927,630



542,967



Notes issued to related parties


(884,872
)


(444,448
)


(351,008
)Inventories


(82,574
)


73,245



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


(323,942
)


(150,427
)


(17,207
)Other current assets


30,072



(99,057
)


17,254Other noncurrent assets


47,864



(36,976
)


(55,697
)Accounts payable and other current liabilities


85,069



187,131



127,462Billings in excess of costs and estimated earnings on
    uncompleted contracts


303,716



130,500



105,597Amounts billed in excess of revenue


(1,375
)


53,833



(13,643
)Amounts earned in excess of billings


(6,269
)


(7,088
)


10,402Other noncurrent liabilities


(52,653
)


14,409



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


261,897



362,123



(120,534
)INVESTING ACTIVITIESCash paid for acquisition of Westinghouse, net of cash acquired






(47,972
)


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


(2,000
)


(65,289
)


Proceeds from sale of property, plant and equipment


17



49



1,480Purchases of property, plant and equipment


(168,503
)


(86,830
)


(43,086
)Net cash used in investing activities


(170,486
)


(200,042
)


(5,177,108
)FINANCING ACTIVITIESInvested capital










5,400,000Payment of secured debt


(50,000
)






Dividends paid


(71,201
)


(8,170
)


Net cash (used in) provided by financing activities


(121,201
)


(8,170
)


5,400,000EFFECT OF FOREIGN CURRENCY TRANSLATION


(65,374
)


20,809



10,353NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(95,164
)


174,720



112,711CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR


287,431



112,711



CASH AND CASH EQUIVALENTS, END OF YEAR

$
192,267


$
287,431


$
112,711SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest

$
2,145


$
5,504


$
3,179Cash paid for income taxes

$
46,173


$
63,078


$
18,702Noncash financing of business acquisition

$



$
8,000


$
    F-69




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.NOTES TO COMBINED FINANCIAL STATEMENTS
 Fiscal Years Ended March 31, 2009 and 2008, and
 Six-Month Period Ended March 31, 2007
  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
 F-70




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Revenue recognition
  percentage-of-completion No. 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts (SOP No. 81-1).
    00-21, Revenue Arrangements with Multiple Deliverables
    percentage-of-completion percentage-of-completion
   F-71




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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)
  Goodwill and other intangible assets Goodwill and Other
    Intangible Assets
    Impairment of long-lived asset 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
 F-72




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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)
    Cash and cash equivalents
  Receivables
  Inventories
  Uranium assets
  Property, plant and equipment
    Buildings and improvements

13 to 60 yearsMachinery and equipment

3 to 20 years        F-73




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Accounting For Asset
    Retirement Obligations and/or Accounting for
    Conditional Asset Retirement Obligations
  Settlement obligations and/or
    Environmental costs
  Segment reporting Disclosures About Segments of an Enterprise and Related
    Information
  Research and development expenditures
   F-74




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Precontract costs SOP No. 81-1,
  Shipping and handling costs
  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
   F-75




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value Measurements
  Operating leases
  Recently issued accounting pronouncements
  Fair Value Measurements
  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
 F-76




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133
  Employers Disclosures about
    Postretirement Benefit Plan Assets Employers Disclosures about
    Pensions and Other Postretirement Benefits
  2.
    BUSINESS
    SEGMENTS      Nuclear Fuel
  Nuclear Services
  Nuclear Power Plants
  Eliminations/Corporate Center
 F-77




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Net revenue:Nuclear Fuel

$
962,432


$
1,152,042


$
417,182Nuclear Services


1,674,957



1,316,420



644,766Nuclear Power Plants


769,679



254,173



63,521Eliminations


(11,770
)


(12,180
)


(1,350
)Total

$
3,395,298


$
2,710,455


$
1,124,119Income (loss) from operations:Nuclear Fuel

$
37,527


$
94,634


$
24,023Nuclear Services


124,636



81,451



58,936Nuclear Power Plants


(8,494
)


(54,755
)


(31,255
)Corporate Center


(24,793
)


(17,352
)


(25,335
)Total

$
128,876


$
103,978


$
26,369Depreciation expense:Nuclear Fuel

$
23,802


$
23,564


$
11,637Nuclear Services


21,435



19,445



9,514Nuclear Power Plants


1,682



1,669



875Corporate Center


24,155



16,622



7,930Total

$
71,074


$
61,300


$
29,956Amortization expense of definite-lived intangible assets:Nuclear Fuel

$
20,379


$
20,669


$
10,298Nuclear Services


25,719



26,051



12,976Nuclear Power Plants


31,425



31,788



15,835Total

$
77,523


$
78,508


$
39,109Total assets consist of the following by business segment at
    March 31, 2009 and 2008:Nuclear Fuel

$
1,917,280


$
2,133,523Nuclear Services


2,461,816



2,520,812Nuclear Power Plants


2,471,473



2,700,504Corporate Center


967,485



1,102,259Total

$
7,818,054


$
8,457,098Goodwill consists of the following by business segment at
    March 31, 2009 and 2008:Nuclear Fuel

$
45,305


$
54,738Nuclear Services


1,108,772



1,226,048Nuclear Power Plants


1,607,352



1,777,632Total

$
2,761,429


$
3,058,418  F-78




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007United States

$
1,807,825


$
1,318,455


$
658,468China


283,360



190,186



3,322France


253,822



198,499



32,840UK


191,188



226,993



95,729Sweden


182,598



195,781



62,654Other European countries


328,103



285,503



125,809South Korea


202,073



199,187



115,835Other


146,329



95,851



29,462Total

$
3,395,298


$
2,710,455


$
1,124,119     2009


2008United States

$
5,282,182


$
4,971,238UK


1,886,241



2,939,469Other European countries


608,287



506,860South Africa


27,266



28,545Asia


14,078



10,986Total

$
7,818,054


$
8,457,098   3.
    DERIVATIVE
    INSTRUMENTS, HEDGING ACTIVITIES AND CREDIT RISK  DERIVATIVE
    INSTRUMENTS AND HEDGING ACTIVITIES
     F-79




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  mark-to-market
  and/or
  HEDGING
    INSTRUMENTS
    12-month 12-month 12-month 6-month
  12-month
  NONHEDGING
    INSTRUMENTS
     F-80




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  12-month
    2009


2008Hedge


Nonhedge





Hedge


NonhedgeAccounting


Accounting


Total


Accounting


Accounting


TotalFair value of derivative hedgeOther current assets:Excluding SFAS 157

$
12,374


$
2,860


$
15,234


$
12,430


$
21,163


$
33,593SFAS 157 adjustment


(1,054
)


(30
)


(1,084
)










Net other current assets


11,320



2,830



14,150



12,430



21,163



33,593Other current liabilities:Excluding SFAS 157


(62,646
)


(30,029
)


(92,675
)


(21,623
)


(5,347
)


(26,970
)SFAS 157 adjustment


6,336



717



7,053











Net other current liabilities


(56,310
)


(29,312
)


(85,622
)


(21,623
)


(5,347
)


(26,970
)Net position:Net asset (liability) excluding SFAS 157


(50,272
)


(27,169
)


(77,441
)


(9,193
)


15,816



6,623Net SFAS 157 adjustment


5,282



687



5,969











Net asset (liability)

$
(44,990
)

$
(26,482
)

$
(71,472
)

$
(9,193
)

$
15,816


$
6,623Other comprehensive incomeExcluding SFAS 157

$
23,734


$



$
23,734


$
8,161


$



$
8,161Net SFAS 157 adjustment


(5,282
)






(5,282
)










Adjusted other comprehensive income


18,452







18,452



8,161







8,161Income taxes


(2,902
)






(2,902
)


(1,271
)






(1,271
)Other comprehensive income, net of tax

$
15,550


$



$
15,550


$
6,890


$



$
6,890   CREDIT
    RISK
  12-month
   F-81




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  4.
    ASSET
    RETIREMENT OBLIGATIONS (ARO)            SOP No. 96-1, Environmental Remediation Liabilities
    2009


2008Balance, beginning of year

$
277,561


$
268,257Liabilities settled


(14,479
)


(7,843
)Foreign currency translation effect


(7,422
)


4,006Liabilities (reduced)/incurred


(14,821
)


5,682Accretion expense


11,947



7,459Balance, end of year

$
252,786


$
277,561  F-82




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
     5.
    GOODWILL
    AND INTANGIBLE ASSETS    2009


2008Balance, beginning of year

$
3,058,418


$
2,960,476FIN 48 adoption






8,903Final purchase price adjustment






47,972Business acquisitions






55,036Purchase price allocation adjustments


(4,406
)


(36,901
)Foreign currency translation adjustment


(292,583
)


22,932Balance, end of year

$
2,761,429


$
3,058,418     12-month
    Life


2009


2008Contracted customer relationships


5-7


$
32,185


$
32,160Noncontracted customer relationships


25



196,607



213,538Developed technology


20-25



1,358,705



1,474,714Brand name


Indefinite



398,794



431,153Patent


20



7,500



7,500Total






1,993,791



2,159,065Accumulated amortization






(187,941
)


(118,017
)Intangible assets, net





$
1,805,850


$
2,041,048    F-83




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    For the fiscal year ending March 31:2010

$
79,5812011


79,5812012


79,1672013


77,1882014


74,342Thereafter


1,017,197Total

$
1,407,056   6.
    PENSION
    AND OTHER POSTRETIREMENT BENEFIT PLANS  PENSION
    PLANS
  (Non-U.S. Plans).
  12-month
  Non-U.S. Plans
 F-84




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007U.S.


Non-U.S.


Total


U.S.


Non-U.S.


Total


U.S.


Non-U.S.


TotalService cost

$
40,013


$
2,008


$
42,021


$
37,331


$
2,909


$
40,240


$
17,127


$
634


$
17,761Interest cost


23,343



7,691



31,034



19,752



6,700



26,452



7,987



2,901



10,888Expected return on plan assets


(26,113
)


(3,155
)


(29,268
)


(21,445
)


(2,015
)


(23,460
)


(8,926
)


(871
)


(9,797
)Amortization prior service cost


234







234



169







169











Amortization of unrecognizedNet (gain) loss


(46
)


(22
)


(68
)






















Ongoing periodic pension cost


37,431



6,522



43,953



35,807



7,594



43,401



16,188



2,664



18,852Settlement charges






1,420



1,420























Net periodic benefit cost

$
37,431


$
7,942


$
45,373


$
35,807


$
7,594


$
43,401


$
16,188


$
2,664


$
18,852     U.S.

Non-U.S. RangesDiscount rate for obligations


6.25
%


3.80
% - 6.70%Discount rate for expense


6.00
%


4.00
% - 6.00%Compensation increase rate for obligations


4.00
%


2.50
% - 5.40%Compensation increase rate for expense


3.50
%


2.50
% - 5.60%Long-term rate of return on plan assets


8.00
%


5.90
% - 6.00%   expected-to-be-available
 F-85




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008U.S.


Non-U.S.


Total


U.S.


Non-U.S.


TotalAccumulated benefit obligation

$
417,633


$
143,184


$
560,817


$
344,409


$
190,050


$
534,459Change in benefit obligationBenefit obligation, beginning of year

$
382,670


$
197,143


$
579,813


$
337,659


$
143,890


$
481,549Service cost


40,013



2,008



42,021



37,331



2,909



40,240Interest cost


23,344



7,690



31,034



19,752



6,700



26,452Employee contributions


8,893



366



9,259



5,662



496



6,158Plan amendments


1,821







1,821



2,047







2,047Actuarial (gain) loss


(1,191
)


(6,032
)


(7,223
)


(15,119
)


(5,844
)


(20,963
)Business combinations


















28,846



28,846Adjustment for change in measurement date


15,839







15,839











Foreign currency exchange rate changes






(42,478
)


(42,478
)






26,747



26,747Benefits paid


(7,558
)


(10,574
)


(18,132
)


(4,662
)


(6,601
)


(11,263
)Benefit obligation, end of year

$
463,831


$
148,123


$
611,954


$
382,670


$
197,143


$
579,813Change in plan assetsPlan assets at fair value, beginning of year

$
334,795


$
69,474


$
404,269


$
286,756


$
32,710


$
319,466Actual return on plan assets


(114,983
)


(8,819
)


(123,802
)


16,205



(1,625
)


14,580Employee contributions


8,893



366



9,259



5,662



496



6,158Employer contributions


51,503



11,089



62,592



30,834



6,068



36,902Business combinations


















32,345



32,345Benefits paid from plan assets


(7,558
)


(10,574
)


(18,132
)


(4,662
)


(6,601
)


(11,263
)Foreign currency exchange rate changes






(15,265
)


(15,265
)






6,081



6,081Plan assets at fair value, end of year

$
272,650


$
46,271


$
318,921


$
334,795


$
69,474


$
404,269Accrued cost as included in the combined balance sheetsNoncurrent assets

$



$
1,648


$
1,648


$
849


$
3,060


$
3,909Other current liabilities


(681
)


(4,791
)


(5,472
)


(528
)


(5,567
)


(6,095
)Noncurrent benefit obligation


(190,500
)


(98,709
)


(289,209
)


(48,196
)


(125,162
)


(173,358
)Net benefit obligation

$
(191,181
)

$
(101,852
)

$
(293,033
)

$
(47,875
)

$
(127,669
)

$
(175,544
)Amounts recognized in accumulated other comprehensive (loss)
    income consist ofNet actuarial (loss) gain

$
(124,637
)

$
(6,516
)

$
(131,153
)

$
21,854


$
(1,660
)

$
20,194Prior service cost


(3,407
)






(3,407
)


(1,878
)






(1,878
)Net amount recognized, before tax effect

$
(128,044
)

$
(6,516
)

$
(134,560
)

$
19,976


$
(1,660
)

$
18,316  F-86




---



##### Table of Contents



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

Asset Category

Market Benchmark Index50
%

U.S. Equity

Wilshire 500020
%

International Equity

MSCI ACWI ex-U.S.30
%

Fixed Income

Lehman Aggregate Bond Index


Cash Equivalents

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

Asset Category

Market Benchmark Index25.0%

EMU

MSCI EMU net dividends reinvestment25.0%

Global ex EMU

MSCI World ex-EMU net dividends reinvestment32.5%

Bonds EMU

JPM EMU10.0%

Bonds EMU Corporate

iBoxx Euro Corporate Bonds7.5%

Real Estate EMU

EPRA Eurozone  F-87




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##### Table of Contents



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

Target


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


50
%


44
%Non-U.S.
    equity securities


20



16Debt securities


30



40Total


100
%


100
%Non-U.S.
    Plans:Equity securities


34
%


35
%Corporate bonds


21



25Government bonds


18



20Cash and cash equivalents


27



20Total


100
%


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

Non-U.S.

TotalTwelve-month period ending March 31:2010

$
8,911


$
7,344


$
16,2552011


11,818



6,675



18,4932012


14,977



7,689



22,6662013


18,524



8,746



27,2702014


22,509



7,469



29,9782015-2019


183,538



48,777



232,315     U.S.

Non-U.S.

TotalExpected contributions

$
24,301


$
6,693


$
30,994   OTHER
    POSTRETIREMENT BENEFIT PLANS
     F-88




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008


2007Service cost

$
1,837


$
2,577


$
1,177Interest cost


2,826



3,799



1,918Expected return on plan assets


(2,150
)


(2,157
)


(1,120
)Net (gain) loss


(1,546
)






Net periodic postretirement benefit costs

$
967


$
4,219


$
1,975       Discount rate for obligations


6.00
%Discount rate for expense


6.00
%Healthcare cost trend rates:Pre-age 65


5.00
%Post-age 65


8.00
%Compensation increase rate for obligations


4.00
%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

$
56


$
(49
)Effect on postretirement benefit obligation

$
486


$
(433
)  F-89




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Change in benefit obligationBenefit obligation, beginning of year

$
47,329


$
72,472Service cost


1,838



2,577Interest cost


2,826



3,799Plan amendments


(2,216
)


Adjustment for change in measurement date


1,166



Actuarial loss (gain)


3,084



(27,254
)Benefits paid


(5,324
)


(4,265
)Benefit obligation, end of year

$
48,703


$
47,329Net actuarial gain recognized in accumulated other comprehensive
    income, before tax effect

$
22,797


$
26,316     2010

$
3,0762011


3,6122012


4,0822013


4,2042014


4,4982015-2019


24,955   SAVINGS
    PLANS
      7.
    INCOME
    TAXES     F-90




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008


2007Current income taxes:U.S. federal

$
6,444


$
(2,752
)

$
1,327State






(752
)


(404
)Foreign


42,313



57,082



13,513Total current income taxes


48,757



53,578



14,436Deferred income taxes:U.S. federal


11,288



(9,936
)


712State


3,177



(729
)


250Foreign


(15,574
)


(18,737
)


(5,535
)Total deferred income taxes


(1,109
)


(29,402
)


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

$
47,648


$
24,176


$
9,863     2009


2008


2007U.S. income (loss)

$
26,939


$
(34,032
)

$
3,360Foreign income


88,553



168,527



19,638Income before income taxes and minority interest

$
115,492


$
134,495


$
22,998     2009


2008


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

$
40,422


$
47,073


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


916



(963
)


(100
)Rate differential on foreign earnings


(3,282
)


(9,074
)


2,495Changes to valuation allowances


2,262



1,808



Foreign tax on U.S. earnings


1,299



5,311



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


(1,073
)


(18,320
)


Nondeductible expenses


1,492



(1,659
)


(581
)Reserve for uncertain tax positions


3,311







Provision-to-return
    adjustments


2,301







Total income tax expense

$
47,648


$
24,176


$
9,863Effective tax rate


41.3
%


18.0
%


42.9
%  F-91




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008Current deferred income tax assets and liabilities:Deferred revenue and contract reserves

$
23,482


$
3,948Compensation and benefits


17,406



22,669Inventory


8,633



8,267Product warranty


4,816



6,573General liability


4,102



1,983Decommissioning


3,095



9,747Other


7,022



23,83268,556



77,019Valuation allowance


(699
)


(245
)Net current deferred tax asset

$
67,857


$
76,774     2009


2008Long-term deferred income tax assets and liabilities:Net operating loss carryforwards

$
342,208


$
349,689Compensation and benefits


85,596



18,325Decommissioning


73,468



77,415Fixed assets


(59,799
)


(66,369
)Inventory


(76,865
)


(124,807
)Goodwill and intangible assets


(711,625
)


(757,999
)Other


53,958



48,487Subtotal


(293,059
)


(455,259
)Valuation allowance


(17,331
)


(21,633
)Net long-term deferred tax liabilities

$
(310,390
)

$
(476,892
)Total net deferred income tax liabilities

$
(242,533
)

$
(400,118
)    F-92




---



##### 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. net
    non-U.S. net
      2009


2008Unrecognized tax benefit, beginning of year

$
9,129


$
11,668Increases in tax positions in current year


1,614



2,292Decrease in tax positions from prior year


(2,100
)


Lapse of statute of limitations or closed audits






(4,831
)Unrecognized tax benefits, end of year

$
8,643


$
9,129          F-93




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    8.
    INVENTORIES    2009


2008Raw materials and consumables

$
88,193


$
77,787Work in process


108,196



88,957Finished goods


122,405



104,284Engineering inventory


6,236



1,458Uranium inventory


206,952



219,014Gross inventories


531,982



491,500Inventory reserve


(17,103
)


(16,936
)Inventories

$
514,879


$
474,564     9.
    PROPERTY,
    PLANT AND EQUIPMENT    2009


2008Land

$
20,940


$
18,433Buildings and improvements


142,839



149,354Machinery and equipment


384,460



334,280Construction in progress


166,494



106,647Total


714,733



608,714Less accumulated depreciation


146,657



93,898Property, plant and equipment, net

$
568,076


$
514,816     2009


2008


2007Cost of goods sold

$
53,042


$
48,073


$
24,268Marketing, administrative, and general expenses


18,032



13,227



5,688Total

$
71,074


$
61,300


$
29,956  F-94




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
   10.
    OTHER
    CURRENT AND NONCURRENT ASSETS    2009


2008Other current assets:Prepaid insurance, taxes and other services

$
83,438


$
103,178Derivative instruments, at fair value


14,150



33,593Indemnity for Hematite decommissioning


13,613



Estimated settlement of environmental claim






16,309Other


22,190



9,416Other current assets

$
133,391


$
162,496Other noncurrent assets:Indemnity for Hematite decommissioning

$
51,462


$
59,400Contractual asset for postretirement benefit costs


28,693



32,338Pension asset


1,648



3,909Restricted cash


751



38,251Other


10,711



7,437Other noncurrent assets

$
93,265


$
141,335     11.
    URANIUM
    ASSETS  12-month 12-month
    2009


2008Inventory held for long-term contract

$
76,189


$
104,376Surplus available for sale


130,763



114,638Gross uranium inventory


206,952



219,014Reserve to reduce cost to market


(2,951
)


Net uranium inventory


204,001



219,014Uranium working stock


460,919



702,751Net uranium assets

$
664,920


$
921,765  F-95




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
   12.
    DEBT AND
    CREDIT FACILITIES  Revolving credit facilities
    Accounts receivable securitization program
  13.
    OTHER
    CURRENT AND NONCURRENT LIABILITIES    2009


2008Other current liabilities:Derivative instruments, at fair value

$
85,622


$
26,970Accrued payroll and other employee compensation


71,702



71,892Vacation liability


65,758



60,887Contract and other reserves


54,319



39,126Accrued royalties and commissions


41,472



48,979Accrued income and other taxes


29,777



32,670Reserve for decommissioning matters


29,190



24,368Accrued product warranty


18,534



22,969Contractually obligated liabilities


10,500



35,590Environmental liabilities


7,227



4,247Pension liability


5,472



6,095Other


44,504



59,915Other current liabilities

$
464,077


$
433,708   F-96




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
  2009


2008Other noncurrent liabilities:Environmental liabilities

$
24,391


$
28,676Accrued product warranty


19,117



19,416Unfavorable lease reserve


4,723



7,299Reserve for contract losses


894



11,841Other


35,292



32,757Other noncurrent liabilities

$
84,417


$
99,989   14.
    STOCKHOLDERS
    EQUITY          15.
    COMMITMENTS
    AND CONTINGENCIES  Settlement obligations
   F-97




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##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
      For the fiscal year ending March 31:2010

$
15,8062011


6,0802012


7,0972013


4,6992014-2017


645$
34,327     Product warranty
  2009


2008Balance, beginning of year

$
42,385


$
41,693Liabilities settled


(16,160
)


(14,771
)Additional liabilities accrued


14,142



14,779Foreign currency translation effect


(2,716
)


684Balance, end of year

$
37,651


$
42,385Recorded in balance sheet as:Other current liabilities

$
18,534


$
22,969Other noncurrent liabilities


19,117



19,416Balance, end of year

$
37,651


$
42,385   General
 F-98




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Environmental matters
      Commitments
  Other
  16.
    SALES OF
    AP1000 NUCLEAR PLANTS    CHINA
   F-99




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    percentage-of-completion
    U.S.
        percentage-of-completion
    SUBSEQUENT
    EVENT
   F-100




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    17.
    LEASES      For the fiscal year ended March 31:2010

$
35,1432011


40,5602012


24,5132013


23,2862014


21,315Thereafter


201,154Minimum lease payments

$
345,971   18.
    RELATED-PARTY
    TRANSACTIONS    Lender

Borrower

Receivable

Accrued Interest

Interest RateWestinghouse

Toshiba International Finance (UK) plc.

$
77,381


$
7



*0.84
%Westinghouse

Toshiba America Capital Corp.

$
100,000


$
3



5.29
%TNEH-UK

Toshiba International Finance (UK) plc.

$
18,903


$
2



5.82
%TNEH-US

Toshiba America Capital Corp.

$
11,400


$




0.44
%     *
    
    Weighted average interest rate for three separate loans.    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.   F-101




---



##### Table of Contents



TOSHIBA
    NUCLEAR ENERGY HOLDINGS (US), INC. AND
    TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LTD.
    NOTES TO COMBINED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Revenue

$
49,891


$
18,897


$
4,588Cost of goods sold

$
46,434


$
3,711


$
1,665Marketing, administrative, and general expenses

$
299


$
124


$
77     2009


2008Receivables, net

$
6,140


$
2,427Other current assets

$



$
814Accounts payable

$
51,788


$
389   19.
    ACQUISITION
    SUB-EVENT   F-102