**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C.   20549**

 

**Form 10-K/A**

**(Amendment No. 1)**

 

**Annual Report**

**For the Fiscal Year Ended January3, 2003**

 

**Pursuant to Section 13 or 15(d) of the Securities ExchangeAct of 1934**

 

**CommissionFile Number 1-12054**

 

**WASHINGTON GROUP INTERNATIONAL,INC.**

 

A Delaware Corporation

IRS EmployerIdentification No. **33-0565601**

 

**720 PARKBOULEVARD, BOISE, IDAHO  83712**

**208 /386-5000**

 

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** **

**SECURITIES REGISTERED PURSUANT TOSECTION 12(b) and**

**SECTION 12(g) OF THE ACT**

 

Pursuant to the Second Amended Joint Plan of Reorganization ofWashington Group International, Inc., et al., as modified and confirmed, onJanuary 25, 2002, all of the registrant’s then existing equity securities,including common stock, were deemed canceled and extinguished, and new commonstock was issued.

 

Securities registered pursuant to Section 12(b) of the ExchangeAct:  **None**

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

 

**Common Stock, $.01 par value pershare**

(Title of class)

 

**Preferred Stock Purchase Rights**

(Title of class)

 

**COMPLIANCE WITH REPORTING REQUIREMENTS**

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.

ý Yes     o No

 

Indicate by check mark whether the registrant is an accelerated filer.

ý Yes     o No

 

Indicate by check mark whether the registrant has filed all documentsand reports required to be filed by Section 12, 13, or 15(d) of the ExchangeAct subsequent to the distribution of securities under a plan confirmed by acourt.

ý Yes     o No

 

**DISCLOSURE PURSUANT TO ITEM 405 OF REGULATION S-K**

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. ý

 

**AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES**

At June 26, 2003, the aggregate market value of the registrant’s commonstock held by non-affiliates of the registrant, based on the closing bid priceon June 26, 2003, as reported on the NASDAQ National Market®, was approximately$543,000,000. At June 28, 2002 (the last business day of the registrant’s most recentlycompleted second fiscal quarter), the aggregate market value of theregistrant’s common stock held by nonaffiliates of the registrant, based on theclosing bid price on June 28, 2002, as reported by the Pink Sheets® quotationservice, was approximately $550,000,000. No shares are assumed to be held byaffiliates of the registrant on such dates for the purpose of thesecalculations.

 

The number of shares of common stock outstanding as of June 26, 2003was 25,000,000.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

None.

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”)is being filed to amend the Annual Report on Form 10-K of Washington GroupInternational, Inc. for the fiscal year ended January 3, 2003, as filed withthe Securities and Exchange Commission on March 17, 2003 (the “Original10-K”).  The purpose of this Amendmentis to amend Item 15 to include the audited financial statements of MIBRAG mbH,an entity in which Washington Group owns a fifty-percent-or-less ownershipinterest, which audited financial statements are required by Rule 3-09 ofRegulation S-X.  This Amendment does notamend any other disclosure in the Original 10-K.

 

 

**TABLE OF CONTENTS**

 
| **PART IV**        |
|--------------------|
|               |
| Item  15.          | Exhibits,  Financial Statement Schedule and Reports on Form 8-K |
|               |
| **SIGNATURES**     |
|               |
| **CERTIFICATIONS** |
|               |
| **EXHIBIT INDEX**  |

 

2

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**PART IV**

 
| **ITEM  15.** | **EXHIBITS,  FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K** |
|---------------|---------------------------------------------------------------------|
|          |                                                                |   | **PAGE(S)** |
| (a)           | *Documents  filed as a part of this Form 10-K/A.*                   |
|          |                                                                |   |
|          | 1.                                                                  | The Consolidated Financial Statements, together with  the report thereon of Deloitte & Touche LLP* |   |
|          |                                                                |   |
|          |                                                                | Independent Auditors’ Report* | II-37 |
|          |                                                                |   |
|          |                                                                | Consolidated  Statements of Operations for the eleven months ended January 3, 2003  (Successor Company operations), the one month ended February 1, 2002, the one  month ended December 28, 2001, and each of the two years in the period ended  November 30, 2001 (Predecessor Company operations)* | II-38 |
|          |                                                                |   |
|          |                                                                | Consolidated  Statements of Comprehensive Income (Loss) for the eleven months ended January  3, 2003 (Successor Company operations), the one month ended February 1, 2002,  the one month ended December 28, 2001, and each of the two years in the  period ended November 30, 2001 (Predecessor Company operations)* | II-39 |
|          |                                                                |   |
|          |                                                                | Consolidated  Balance Sheets at January 3, 2003, February 1, 2002 (Successor Company  balance sheets) and November 30, 2001 (Predecessor Company balance sheet)* | II-40, II-41 |
|          |                                                                |   |
|          |                                                                | Consolidated  Statements of Cash Flows for the eleven months ended January 3, 2003  (Successor Company operations), the one month ended February 1, 2002, the one  month ended December 28, 2001, and each of the two years in the period ended  November 30, 2001 (Predecessor Company operations)* | II-42 |
|          |                                                                |   |
|          |                                                                | Consolidated  Statements of Stockholders’ Equity (Deficit) for the eleven months ended  January 3, 2003 (Successor Company operations), the one month ended February  1, 2002, the one month ended December 28, 2001, and each of the two years in  the period ended November 30, 2001 (Predecessor Company operations)* | II-42 |
|          |                                                                |   |
|          |                                                                | Notes to Consolidated Financial Statements* | II-45 to II-92 |
|          |                                                                |   |
|               |                                                                |
|          |                                                                | * Filed in Part II, Item 8 of the Original 10-K and  incorporated herein by reference.   Page references above refer to the page numbers in the Original 10-K. |
|          |                                                                |   |
|          | 2.                                                                  |    Valuation, Qualifying and Reserve  Accounts* | S-1 |
|          |                                                                |   |
|               |                                                                |
|          |                                                                | * Filed as a schedule to the Original 10-K and  incorporated herein by reference.  The  page reference above refers to the page number in the Original 10-K.  Financial statement schedules not listed  above are omitted because they are not required or are not applicable, or the  required information is given in the financial statements including the notes  thereto. Captions and column headings have been omitted where not applicable. |
|          |                                                                |   |   |   |
|          | 3.                                                                  |    Exhibits |
|          |                                                                |   |   |   |
|          |                                                                |    The exhibits to this report are  listed in the Exhibit Index contained elsewhere in this report. |
|               |                                                                     |  |  |  |  |  |

 

3

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| (b)     *Reports on  Form 8-K.*                                                                            |   |                                                                                                                                                                                                                                                                                                              |
|--------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |
|                                                                                                                           |   | On October 25, 2002, we filed a current report on  Form 8-K dated October 24, 2002 reporting that Thomas H. Zarges had been  named Chief Operating Officer following the retirement from full time service  of Charles R. Oliver. Louis E. Pardi replaced Thomas Zarges as president of  our Power business unit. |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                           |   | On October 29, 2002, we filed a current report on  Form 8-K dated October 28, 2002 reporting that on October 28, 2002, we sold  the Electro-Mechanical Division of our Westinghouse Government Services  subsidiary to Curtiss-Wright Corporation.                                                           |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                           |   | On November 22, 2002, we filed a current report on  Form 8-K dated November 21, 2002 reporting that Earl L. Ward had been named  Vice President and Treasurer, replacing Frank S. Finlayson who had been named  Senior Vice President - Project  Development.                                                     |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                           |   | On December 23, 2002, we filed a current report on  Form 8-K dated December 23, 2002 reporting that we had filed an application  with the NASDAQ Stock Market to list our securities on the NASDAQ National  Market®.                                                                                        |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |
| (c)     *Exhibits*.                                                                                        |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                           |   | See Item 15(a)(3) above.                                                                                                                                                                                                                                                                                          |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |   |
| (d)     *Financial  Statements of Subsidiaries Not Consolidated and Fifty-Percent-or-Less-Owned  Persons.* |
|                                                                                                                           |   |                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                           |   | The financial statements of MIBRAG mbH for the  fiscal year ended January 3, 2003 are filed as Exhibit 99.2 to this Form  10-K/A.                                                                                                                                                                                 |

 

4

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, wehave duly caused this Form 10-K/A to be signed on our behalf by theundersigned, thereunto duly authorized, on June 27, 2003.

 

Washington GroupInternational, Inc.
|   |                                                                     |
|--------|--------------------------------------------------------------------------|
| By     | /s/ George H. Juetten                                                    |   |
|   | George H. Juetten, Executive Vice President and  Chief Financial Officer |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this Form 10-K/A has beensigned below on June 27, 2003 by the following persons on our behalf in thecapacities indicated.

 
|                               |                                                  |
|------------------------------------|-------------------------------------------------------|
|                               | Chief Executive Officer  and President and Director   |
| /s/ Stephen G.  Hanks              | (Principal Executive Officer)                         |
|                               |                                                  |
|                               | Executive Vice  President and Chief Financial Officer |
| /s/ George H.  Juetten             | (Principal Financial  Officer)                        |
|                               |                                                  |
|                               | Acting Controller                                     |
| /s/ Richard W.  Erne               | (Principal Accounting  Officer)                       |
|                               |                                                  |
| /s/ Dennis R.  Washington*         | Chairman and Director                                 |
|                               |                                                  |
| /s/ David H.  Batchelder*          | Director                                              |
|                               |                                                  |
| /s/ Michael R.  D’Appolonia * | Director                                              |
|                               |                                                  |
| /s/ William J.  Flanagan*          | Director                                              |
|                               |                                                  |
| /s/ C. Scott  Greer*               | Director                                              |
|                               |                                                  |
| /s/ William H.  Mallender*         | Director                                              |
|                               |                                                  |
| /s/ Michael P.  Monaco*            | Director                                              |
|                               |                                                  |
| /s/ Cordell  Reed*                 | Director                                              |
|                               |                                                  |
| /s/ Bettina M.  Whyte*             | Director                                              |
|                               |                                                  |
| /s/ Dennis K.  Williams*           | Director                                              |

 

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* Craig G. Taylor,by signing his name hereto, does hereby sign this Form 10-K/A on behalf of eachof the above-named officers and directors of Washington Group International,Inc., pursuant to powers of attorney executed on behalf of each such officerand director.

 
| By     | /s/  Craig G. Taylor         |   |
|--------|-----------------------------------|--------|
|   | Craig G. Taylor, Attorney-in-fact |

 

5

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**CERTIFICATION OF PRINCIPAL EXECUTIVEOFFICER****OF**

**WASHINGTON GROUP INTERNATIONAL, INC.**

**PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, Stephen G. Hanks,certify that:

 

1.          I have reviewed this annual report on Form 10-K/A ofWashington Group International, Inc.;

 

2.          Based on my knowledge, this annual report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report; and

 

3.          Based on my knowledge, the consolidated financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of and for the periods presentedin this annual report.

 
| June 27, 2003 |                                  |
|---------------|---------------------------------------|
|          |                                  |
|          | /s/ Stephen G. Hanks                  |
|          | Stephen G. Hanks                      |
|          | President and Chief Executive Officer |

 

6

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**CERTIFICATION OF PRINCIPAL FINANCIALOFFICER OF**

**WASHINGTON GROUP INTERNATIONAL, INC.**

**PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, George H. Juetten,certify that:

 

1.          I have reviewed this annual report on Form 10-K/A ofWashington Group International, Inc.;

 

2.          Based on my knowledge, this annual report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report; and

 

3.          Based on my knowledge, the consolidated financial statements,and other financial information included in this annual report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of and for the periods presented in this annualreport.

 

 
| June 27, 2003 |                                                 |
|---------------|------------------------------------------------------|
|          |                                                 |
|          | /s/ George H. Juetten                                |
|          | George H. Juetten                                    |
|          | Executive Vice President and Chief Financial Officer |

 

7

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**WASHINGTON GROUP INTERNATIONAL, INC.**

**EXHIBITINDEX**

 

**Copies of exhibits will be supplied uponrequest. Exhibits will be provided at a fee of $.25 per page requested.**

 
| **Exhibit  Number** |   | **Exhibit  Description**                                                                                                                                                                                                                                                                                                                                                |
|---------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.1                 |   | Stock Purchase Agreement dated as of April 14, 2000,  among Raytheon Company, Raytheon Engineers & Constructors International,  Inc. and Washington Group International, Inc. (“Washington Group”) (filed as  Exhibit 2 to Washington Group’s Form 10-Q Quarterly Report for the quarter  ended March 3, 2000 and incorporated herein by reference). |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.2.1               |   | Second Amended Joint Plan of Reorganization of  Washington Group, et. al. (filed as Exhibit 99.1 to Washington Group’s Form  8-K Current Report filed on August 2, 2001 and incorporated herein by  reference).                                                                                                                                                    |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.2.2               |   | Modification to Second Amended Joint Plan of  Reorganization of Washington Group, et. al. (filed as Exhibit 99.1 to  Washington Group’s Form 8-K Current Report filed on August 31, 2001 and  incorporated herein by reference).                                                                                                                                   |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.2.3               |   | Second modification to Second Amended Joint Plan of  Reorganization of Washington Group, et. al. (filed as Exhibit 2.3 to  Washington Group’s Form 8-K Current Report filed on January 4, 2002 and  incorporated herein by reference).                                                                                                                             |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.2.4               |   | Third Modification to Second Amended Joint Plan of  Reorganization of Washington Group, et. al. (filed as Exhibit 2.4 to  Washington Group’s Form 8-K Current Report filed on January 4, 2002 and  incorporated herein by reference).                                                                                                                              |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1                 |   | Amended and Restated Certificate of Incorporation of  Washington Group (filed as Exhibit 3.1 to Washington Group’s Form 8-K Current  Report filed on February 8, 2002 and incorporated herein by reference).                                                                                                                                                       |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 3.2                 |   | Amended and Restated Bylaws of Washington Group  (filed as Exhibit 3.2 to Washington Group’s Form 8-K Current Report filed on  February 8, 2002 and incorporated herein by reference).                                                                                                                                                                             |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 4.1                 |   | Specimen certificate of Washington Group’s common  stock (filed as Exhibit 4.1 to Washington Group’s Form 10-Q Quarterly Report  for quarter ended June 28, 2002 and incorporated herein by reference).                                                                                                                                                       |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 4.2                 |   | Specimen certificate of Washington Group’s Tranche A  Warrants (filed as Exhibit 4.2 to Washington Group’s Form 10-Q Quarterly  Report for quarter ended June 28, 2002 and incorporated herein by reference).                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 4.3                 |   | Specimen certificate of Washington Group’s Tranche B  Warrants (filed as Exhibit 4.3 to Washington Group’s Form 10-Q Quarterly  Report for quarter ended June 28, 2002 and incorporated herein by reference).                                                                                                                                                 |
|                |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 4.4                 |   | Specimen certificate of Washington Group’s Tranche C  Warrants (filed as Exhibit 4.4 to Washington Group’s Form 10-Q Quarterly  Report for quarter ended June 28, 2002 and incorporated herein by reference).                                                                                                                                                 |

 

E-1

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| 4.5    |   | Warrant Agreement dated as of January 25, 2002,  between Washington Group and Wells Fargo Bank Minnesota, National  Association, as warrant agent (filed as Exhibit 4.3 to Washington Group’s  Form 8-K Current Report filed on February 8, 2002 and incorporated herein by  reference).                                                                                                                                                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.6    |   | Registration Rights Agreement dated January 25,  2002, among Washington Group and certain parties identified therein (filed as  Exhibit 4.2 to Washington Group’s Form 8-K Current Report filed on February  8, 2002 and incorporated herein by reference).                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.11   |   | Rights Agreement dated as of June 21, 2002, by and  between Washington Group and Wells Fargo Bank Minnesota, National  Association, as rights agent (filed as Exhibit 4.1 to Washington Group’s  Registration Statement on Form 8-A filed on June 24, 2002 and incorporated  herein by reference).                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.1 |   | Credit Agreement dated as of January 24, 2002, among  Washington Group, Credit Suisse First Boston, as administrative agent,  collateral monitoring agent, lead arranger and book manager, ABLECO Finance  LLC, as documentation agent, and certain lenders and issuers identified  therein (filed as Exhibit 10.1 to Washington Group’s Form 8-K Current Report  filed on February 8, 2002 and incorporated herein by reference).                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.2 |   | Amendment No. 1 and Consent dated as of June 28,  2002, to Washington Group’s Credit Agreement dated as of January 24, 2002,  among Washington Group, Credit Suisse First Boston, as administrative agent,  collateral monitoring agent, lead arranger and book manager, ABLECO Finance  LLC, as documentation agent, and certain lenders and issuers identified  therein (filed as Exhibit 10.1 to Washington Group’s Form 10-Q Quarterly  Report for quarter ended June 28, 2002 and incorporated herein by reference). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.2   |   | Pledge and Security Agreement dated as of January  24, 2002, among Washington Group, certain subsidiaries of Washington Group  identified therein and Credit Suisse First Boston, as administrative agent  (filed as Exhibit 10.2 to Washington Group’s Form 8-K Current Report filed on  February 8, 2002 and incorporated herein by reference).                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.3   |   | Shareholders Agreement dated December 18, 1993 among  Morrison Knudsen BV, a wholly-owned subsidiary of Washington Group, Lambique  Beheer BV and Ergon Overseas Holdings Limited (filed as Exhibit 10.6 to  Washington Group’s Form 10-K Annual Report for fiscal year ended November 30,  1997 and incorporated herein by reference).                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.4   |   | Asset Purchase Agreement dated as of June 25, 1998  between CBS Corporation and WGNH Acquisition, LLC related to the acquisition  of the Westinghouse Energy Systems Business Unit from CBS Corporation (filed  as Exhibit 10.10 to Washington Group’s Form 10-K Annual Report for fiscal  year ended November 30, 1998 and incorporated herein by reference).                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.5   |   | Asset Purchase Agreement dated as of June 25, 1998  between CBS Corporation and WGNH Acquisition, LLC related to the acquisition  of the Westinghouse Government and Environmental Services Company business  from CBS Corporation (filed as Exhibit 10.11 to Washington Group’s Form 10-K  Annual Report for fiscal year ended November 30, 1998 and incorporated herein  by reference).                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.6   |   | Amended and Restated Consortium Agreement between  Washington Group’s wholly-owned subsidiary, Washington Group International,  Inc., an Ohio corporation, and BNFL USA Group, Inc. (filed as Exhibit 10.3 to  Washington Group’s Form 10-Q Quarterly Report for quarter ended February 26,  1999 and incorporated herein by reference.)                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.7   |   | Asset Purchase Agreement dated as of October 25,  2002, between Westinghouse Government Services Company LLC and Curtiss-Wright  Electro-Mechanical Corporation (filed as Exhibit 99.2 to                                                                                                                                                                                                                                                                                                                                           |

 

E-2

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|    |   | Washington Group’s Form 8-K/A Amended Current Report  filed on November 1, 2002 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                   |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.8    |   | Trust and Disbursing Agreement dated as of January  25, 2002, among Washington Group, the Official Unsecured Creditors’ Committee  and Wells Fargo Bank Minnesota, National Association, as disbursing agent  (filed as Exhibit 10.4 to Washington Group’s Form 8-K Current Report filed on  February 8, 2002 and incorporated herein by reference).                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.9    |   | Settlement Agreement dated as of January 23, 2002,  among Washington Group, Raytheon Company and Raytheon Engineers &  Constructors International, Inc. (filed as Exhibit 10.5 to Washington Group’s  Form 8-K Current Report filed on February 8, 2002 and incorporated herein by  reference).                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.10.1 |   | Washington Group International, Inc. Equity and  Performance Incentive Plan (filed as Exhibit 10.7 to Washington Group’s Form  8-K Current Report filed on February 8, 2002 and incorporated herein by  reference). #                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.10.2 |   | Amendment No. 1 to Washington Group International,  Inc. Equity and Performance Incentive Plan (filed as Exhibit 10.10.2 to  Washington Group’s Form 10-K Annual Report for fiscal year ended January 3,  2003 and incorporated herein by reference). #                                                                                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.11   |   | Washington Group International, Inc. Equity and  Performance Incentive Plan -  California (filed as Exhibit 10.8 to Washington Group’s Form 8-K Current  Report filed on February 8, 2002 and incorporated herein by reference). #                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.12   |   | Description of Washington Group’s additional  retention and incentive arrangements (filed as Exhibit 10.9 to Washington  Group’s Form 10-Q Quarterly Report for quarter ended March 29, 2002 and  incorporated herein by reference). #                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.13   |   | Letter Agreement dated as of November 15, 2001,  between Washington Group and Dennis R. Washington (filed as Exhibit 10.9 to  Washington Group’s Form 8-K Current Report filed on February 8, 2002 and  incorporated herein by reference). #                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.14   |   | Form of Indemnification Agreement (filed as Exhibit  10.10 to Washington Group’s Form 8-K Current Report filed on February 8, 2002  and incorporated herein by reference). # A schedule listing the directors and  officers with whom Washington Group has entered into such agreements was  filed as Exhibit 10.14 to Washington Group’s Form 10-K Annual Report for  fiscal year ended January 3, 2003 and is incorporated herein by reference. # |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.15   |   | Washington Group Key Executive Disability Insurance  Plan (filed as Exhibit 10.12 to Old MK’s Form 10-K Annual Report for year  ended December 31, 1992 and incorporated herein by reference). #                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.16   |   | Washington Group Executive Life Insurance Plan  (filed as Exhibit 10.13 to Old MK’s Form 10-K Annual Report for year ended  December 31, 1992 and incorporated herein by reference). #                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.17.1 |   | Washington Group’s Retention Agreement with Stephen  G. Hanks dated as of March 20, 2001 (filed as Exhibit 10.20 to Washington  Group’s Form 10-K Annual Report for fiscal year ended November 30, 2001 and  incorporated herein by reference). #                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.17.2 |   | Amendment to Washington Group’s Retention Agreement  with Stephen G. Hanks (filed as Exhibit 10.17.2 to Washington Group’s Form  10-K Annual Report for fiscal year ended January 3, 2003 and incorporated  herein by reference). #                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.18.1 |   | Form of Washington Group’s Retention Agreement  (filed as Exhibit 10.21 to Washington Group’s Form 10-K Annual Report for  fiscal year ended November 30, 2001 and incorporated herein by                                                                                                                                                                                                                                                           |

 

E-3

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|    |   | reference). #   A schedule listing the Executive Officers with whom Washington Group  has entered into such agreements was filed as Exhibit 10.18.1 to Washington  Group’s Form 10-K Annual Report for fiscal year ended January 3, 2003 and is  incorporated herein by reference.                                         |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.18.2 |   | Form of Amendment to Washington Group’s Retention  Agreement and schedule listing Executive Officers with whom Washington Group  has entered into such amendments (filed as Exhibit 10.18.2 to Washington  Group’s Form 10-K Annual Report for fiscal year ended January 3, 2003 and  incorporated herein by reference). # |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.19   |   | Washington Group’s letter agreement with Thomas H.  Zarges dated as of March 7, 2001 (filed as Exhibit 10.23 to Washington  Group’s Form 10-K Annual Report for fiscal year ended November 30, 2001 and  incorporated herein by reference). #                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.20   |   | Description of Washington Group Short-Term Incentive  Plan adopted on November 9, 2002 (filed as Exhibit 10.20 to Washington  Group’s Form 10-K Annual Report for fiscal year ended January 3, 2003 and  incorporated herein by reference). #                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.21   |   | Description of Washington Group Restoration Plan  adopted on November 9, 2002 (filed as Exhibit 10.21 to Washington Group’s  Form 10-K Annual Report for fiscal year ended January 3, 2003 and  incorporated herein by reference). #                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.22   |   | Description of Washington Group Voluntary Deferred  Compensation Plan adopted on November 9, 2002 (filed as Exhibit 10.22 to  Washington Group’s Form 10-K Annual Report for fiscal year ended January 3,  2003 and incorporated herein by reference). #                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.23   |   | Description of Washington Group Executive Financial  Counseling Program adopted on February 14, 2003 (filed as Exhibit 10.23 to Washington  Group’s Form 10-K Annual Report for fiscal year ended January 3, 2003 and  incorporated herein by reference). #                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 21.     |   | Subsidiaries of Washington Group (filed as Exhibit  21 to Washington Group’s Form 10-K Annual Report for fiscal year ended January  3, 2003 and incorporated herein by reference).                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 24.     |   | Powers of Attorney (filed as Exhibit 24 to  Washington Group’s Form 10-K Annual Report for fiscal year ended January 3,  2003 and incorporated herein by reference).                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 99.1*   |   | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                 |
| 99.2*   |   | Financial Statements of MIBRAG mbH for the fiscal  year ended January 3, 2003.                                                                                                                                                                                                                                                       |

 

 

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#      Management contract or compensatory plan

*      Filed herewith

 

E-4

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