shaw group 94AC2BEF-AE9A-4207-BADB-56E9EA310D39_BarclaysFebruary2009

85M1

0200

6D

Wednesday, February 11, 2009

Brian K. FerraioliExecutive Vice President & Chief Financial Officer

The Shaw Group Inc.

Barclays Capital Industrial Select Conference

02M1

0200

7D

2

Forward Looking Statements & Regulation G Disclosure

Forward Looking Statements & Regulation G Disclosure

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

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

02M1

0200

7D

3

Company History Company History

02M1

0200

7D

44

1987: Established Shaw Group1987: Established Shaw Group

Annual Revenues ($B)

01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

02M1

0200

7D

55

1993: Initial Public Offering on NASDAQ: “SHAW” 1996: Listing Moved to NYSE: “SGR”

1993: Initial Public Offering on NASDAQ: “SHAW” 1996: Listing Moved to NYSE: “SGR”


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

1993 Revenues: $100M1993 Employees: 750

1996 Revenues: $250M1996 Employees: 1,800

1993 Revenues: $100M1993 Employees: 750

1996 Revenues: $250M1996 Employees: 1,800

02M1

0200

7D

66

1998: Acquired Cojafex 1998: Acquired Cojafex


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

1998 Revenues: $500M1998 Employees: 4,5001998 Revenues: $500M1998 Employees: 4,500

02M1

0200

7D

77

2000: Acquired Stone & Webster 2000: Acquired Stone & Webster


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

2000 Revenues: $750M2000 Employees: 13,0002000 Revenues: $750M

2000 Employees: 13,000

02M1

0200

7D

88

2002: Acquired the IT Group 2002: Acquired the IT Group


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

2002 Revenues: $3.1B2002 Employees: 17,0002002 Revenues: $3.1B


02M1

0200

7D

99

2005: Hurricane Katrina Floodwaters Removed from New Orleans in 17 Days . . .

2005: Hurricane Katrina Floodwaters Removed from New Orleans in 17 Days . . .


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

. . . Experts said it would take 80 days!



02M1

0200

7D

1010

2006: Acquired 20% of Westinghouse Nuclear 2006: Acquired 20% of Westinghouse Nuclear


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

AP1000 reactor – only NRC-certified 3rd generation reactor technology



02M1

0200

7D

1111

2007: Signing of China Nuclear Contracts; Charlotte, NC Named HQ for Shaw Power 2007: Signing of China Nuclear Contracts; Charlotte, NC Named HQ for Shaw Power


01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008



02M1

0200

7D

01234567

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

2008: AP1000™ New Build Contracts 2008: AP1000™ New Build Contracts

12




TVA/NuStartBellefonte site (2 units)

Progress EnergyShearon Harris site (2 units)

Duke EnergyW.S. Lee site (2 units)

South Carolina Electric & Gasand Santee CooperV.C. Summer site (2 units)

Southern CompanyVogtle site (2 units)

Florida Power & LightTurkey Point site (2 units)

Progress EnergyLevy County site (2 units)

Westinghouse / Shaw Consortium furnishes AP1000™ to domestic utilities:

• Conceptual design• Detailed engineering• Project management• Construction management• Engineering and design

services• Site-specific engineering• Turnkey modifications

Executed EPC contracts with Southern Co. (Georgia Power), SCANA (SCE&G), and Progress Energy FloridaExecuted EPC contracts with Southern Co. (Georgia

Power), SCANA (SCE&G), and Progress Energy Florida

02M1

0200

7D

13

Operational Review Operational Review

02M1

0200

7D

14

Business SegmentsBusiness Segments

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

infrastructure and emergency response markets.

Environmental & Infrastructure

Energy & Chemicals

Fabrication & Manufacturing

Power: Maintenance

Power: Fossil & Nuclear

02M1

0200

7D

• Fossil projects in backlog continue to be executed as planned

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

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

• International nuclear market for AP1000™ developing

• Interest in domestic gas fired and geothermal projects increasing

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

• 2008 was second-best year ever for domestic nuclear generation, and capacity factors averaged approx. 92%

15

Market Overview: Power Market Overview: Power

02M1

0200

7D

16

Major Power Market OpportunitiesMajor Power Market Opportunities

South Africa

India

China

Indonesia & Philippines

Europe

United States

Australia & New Zealand

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

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

Brazil

02M1

0200

7D

Nuclear Renaissance First MoversNuclear Renaissance First Movers

Southern Vogtle

Dominion North Anna

TVABellefonte

Entergy Grand Gulf

Entergy River Bend

Progress Energy Levy County

SCE&GV.C. Summer

Duke William Lee

FP&L Turkey Point

Unistar Amarillo

NRG South Texas

AmerenUECallaway

Unistar Calvert Cliffs

UnistarNine Mile

LuminantComanche Peak

ExelonVictoria County

ExelonClinton

Alternate Energy HoldingsBruneau

Detroit Edison Fermi

AP1000™

EPR

ESBWR

ABWR

To Be Determined

APWR

PPL GenerationSusquehanna

Progress EnergyHarris

17

Shaw EPC Contracts in Place

02M1

0200

7D

• Projects in backlog continue to be executed as planned

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

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

18

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

02M1

0200

7D

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

• Projects in backlog continue to be executed as planned

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

19

Market Overview: Environmental & Infrastructure

Market Overview: Environmental & Infrastructure

02M1

0200

7D

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

20

Backlog by Business Segment

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

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

($ in billions)Consolidated



Energy & Chemicals

Fossil & Nuclear

$4.8$5.8

$6.7

$9.1

$14.3

$2.6

$2.6

$6.7

$0.7

Maintenance

$1.7

$0.4

$1.3

$1.4

$2.8

$3.2

Expected Backlog Conversion

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

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

$6.1

$1.4

$5.1

$2.2

$0.8

$15.6

13-24 months25%

Next 12 months

41%

Greater than24 months

34%

$5.1B$3.7B

$6.0B

$5.8

$1.3

$5.0

$2.0

$0.7

$14.8

02M1

0200

7D

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

Full Spectrum of Shaw’s Workload Approaching $37B Full Spectrum of Shaw’s Workload Approaching $37B 21

Fossil and Nuclear Projects Present Significant Upside To Current Backlog

Fossil and Nuclear Projects Present Significant Upside To Current Backlog

$5.8

$1.3

$0.7$2.0

$5.0$6.7

$9.1

$14.3

$4.8$5.8

$15.6



($ in billions)Consolidated

Energy & Chemicals

Fossil & NuclearMaintenance

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

$36.8

Fossil & Nuclear – Shaw selected but projects not in backlog

3 Signed Nuclear EPC Contracts(approx. $13)

Current Backlog - $14.8

RWE npower

02M1

0200

7D

22

Stable Customer Base in Uncertain TimesStable Customer Base in Uncertain Times• Regulated Utilities

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

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

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

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

term investment horizon; government backing

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

Customer Classes

Regulated Utilities:

35%

National or International Oil

Companies: 14%

U.S. Government:

33%

Other: 18%

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

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

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

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

02M1

0200

7D

23

Fossil & NuclearFossil & Nuclear

Fossil & Nuclear Backlog:

$5.8 billion

39%

Total Shaw Backlog: $14.8 billion

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

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

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

Backlog($ in millions)

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

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

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

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

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

EBITDA*($ in billions)

6.6 6.9 6.7 6.1 5.8

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

35.8

27.0

41.7

20.5

39.6


02M1

0200

7D

11.910.2

15.2

(0.5)

9.0


24

MaintenanceMaintenance

Maintenance Backlog: $1.3 billion

9%

• Steady, consistent performance during Fall outage season

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

• Majority of Q-1 new awards from smaller contracts



Backlog

($ in billions)


Maintenance contracts for approximately 40% of the 104 existing nuclear reactors in the U.S., including fleet-wide

services on the 2 largest U.S. fleets

Maintenance contracts for approximately 40% of the 104 existing nuclear reactors in the U.S., including fleet-wide

services on the 2 largest U.S. fleets

EBITDA*

($ in millions)

1.5 1.61.5 1.4

1.3


02M1

0200

7D

2.3 2.2 2.3 2.22.0


25

Energy & ChemicalsEnergy & Chemicals

E&C Backlog: $2.0 billion

14%

• Increase in volume and margins drove another strong quarter

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

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

• Engineering and design work for multi-national petrochemical client



Backlog

($ in billions)

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

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


9.413.2

33.6

39.8 41.6


EBITDA*

($ in millions) Record

02M1

0200

7D

27.131.8

28.2

39.4

31.8


0.7 0.7 0.7 0.80.7


26

Fabrication & ManufacturingFabrication & Manufacturing

F&M Backlog:$0.7 billion

5%

• Continued strong operational performance

• Projects in backlog continue as planned



Backlog

($ in billions)

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

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


EBITDA*

($ in millions)

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

02M1

0200

7D

2.8 2.8

5.2 5.1 5.0


27

Environmental & InfrastructureEnvironmental & Infrastructure

E&I Backlog: $5.0 billion

33%

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

• Overall, business is performing well

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

• Some hurricane emergency response work

Q-1 FY09 in Summary


Backlog

Q-1 2009 New Awards: $216M

($ in billions)

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


13.0

5.2

11.5

20.7 20.8

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

EBITDA*($ in millions)

02M1

0200

7D

28

Financial Review Financial Review

02M1

0200

7D

29

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

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

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

of operating cash flow remains unchanged

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

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

of operating cash flow remains unchanged


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

As Reported Westinghouse Segment

Actuals Excluding

Westinghouse*

Actuals Excluding

Westinghouse*

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

Gross Profit 188.1 0.0 188.1 135.0

GP% 9.9% N/A 9.9% 7.9%

EBITDA* (37.5) (158.7) 121.2 78.6

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

Net Income (39.9) (102.7) 62.8 37.7

Diluted EPS (0.48) (1.23) 0.75 0.45

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

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

Record

02M1

0200

7D

• Power markets remain strong

• All operating segments had strong financial results this quarter

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

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

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

30

Q-1 FY09 Summary Q-1 FY09 Summary

02M1

0200

7D

31

Investor Relations & Media Contact Information

Investor Relations & Media Contact Information

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

Media Contact:Gentry BrannDirector, Corporate [email protected]

mailto:[email protected]

mailto:[email protected]

02M1

0200

7D

Wednesday, February 11, 2009

Barclays Capital Industrial Select Conference

Regulation G Appendices

02M1

0200

7D

33

Appendix 1: EBITDA Reconciliation Q1 FY 2009


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

(in millions)

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

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

Q1 FY 2009

ConsolidatedWestinghouse

Segment Excluding

Westinghouse

02M1

0200

7D

34



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

(in millions)

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

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

Q1 FY 2008

ConsolidatedWestinghouse

Segment Excluding

Westinghouse

02M1

0200

7D

35

Appendix 1: Segment EBITDA Reconciliation Q1 FY09 & Q4 FY08


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

(in millions)

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

Q1 FY 2009

Fossil & NuclearEnergy &

Chemicals MaintenanceEnvironmental &

InfrastructureFabrication & Manufacturing

(in millions)

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

Q4 FY 2008




02M1

0200

7D

36




(in millions)

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

Q3 FY 2008 (Restated)




(in millions)

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

Q2 FY 2008 (Restated)




02M1

0200

7D

37

Appendix 1: Segment EBITDA Reconciliation Q1 FY08

Appendix 1: Segment EBITDA Reconciliation Q1 FY08


(in millions)

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



Q1 FY 2008

MaintenanceFossil & NuclearEnergy &

Chemicals

02M1

0200

7D

38

Appendix 2: Q1 FY 09 Reconciliation of Income excluding Westinghouse


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

(in millions, except per share data)

Westinghouse ExcludingConsolidated Segment Westinghouse

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

Gross profit 188.1 0.0 188.1

General and administrative expenses 73.1 0.1 73.0

Operating income (loss) 115.0 (0.1) 115.1

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

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

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

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

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

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

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

Q1 FY 2009Quarter ended November 30, 2008

02M1

0200

7D

39



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

(in millions, except per share data)

Westinghouse ExcludingConsolidated Segment Westinghouse

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

Gross profit 135.0 0.0 135.0

General and administrative expenses 68.9 0.0 68.9

Operating income (loss) 66.1 (0.0) 66.1

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

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

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

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

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

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

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

Q1 FY 2008Quarter ended November 30, 2007

02M1

0200

7D

40

Appendix 3: Total Debt ReconciliationAppendix 3: Total Debt Reconciliation

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

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

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

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

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

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

Economy & Finance

shaw group 94AC2BEF-AE9A-4207-BADB-56E9EA310D39_BarclaysFebruary2009