Shaw Reports Fourth Quarter and Fiscal Year 2012 Financial Results

  Shaw Reports Fourth Quarter and Fiscal Year 2012 Financial Results

Business Wire

BATON ROUGE, La. -- October 19, 2012

The Shaw Group Inc. (NYSE: SHAW) today announced financial results for fiscal
year 2012 and the quarter ended Aug. 31, 2012.

Significant items in the quarter include:

  *Shaw reported earnings for the fourth quarter of $1.68 per share including
    the Westinghouse segment and $1.86 per share excluding the Westinghouse
    segment.
  *Shaw successfully completed the divestiture of its Energy & Chemicals
    business resulting in cash proceeds of $290.0 million. Shaw recognized a
    pre-tax gain of $82.1 million ($70.0 million after tax) in the fourth
    quarter of fiscal year 2012 with a fiscal year-to-date pre-tax gain of
    $53.7 million ($52.5 million after tax) net of related divestiture
    activities and charges associated with the wind-down of the remaining
    segment operations.
  *Shaw announced it entered into a definitive merger agreement to be
    acquired by CB&I in a cash and stock transaction valued at approximately
    $3.2 billion based on the trading price of CB&I common stock as of Oct.
    15, 2012.
  *The CB&I acquisition process continues to move forward according to
    schedule with multiple major milestones accomplished, including the sale
    of the Energy & Chemicals segment, the expiration of the waiting period
    for the Hart-Scott-Rodino Antitrust Improvements Act and the exercise of
    the Westinghouse put options.
  *Shaw’s total adjusted cash balance at the end of the fourth quarter was
    approximately $1.4 billion, which includes a cash collection of $107
    million from the previously announced GenOn Mid-Atlantic settlement and
    the cash proceeds from the Energy & Chemicals divestiture.

“All of Shaw’s business segments continue to perform well,” said J.M. Bernhard
Jr., chairman, president and chief executive officer of Shaw. “We are making
progress with the CB&I transaction, with all aspects moving forward as
scheduled toward closing in the first quarter of calendar year 2013.”

Quarterly Financial Summary:

Because of the non-cash, non-operational impact on reported earnings resulting
solely from movement in exchange rates between the U.S. dollar and the
Japanese yen, Shaw uses financial results excluding its Investment in
Westinghouse segment to measure and communicate financial performance
internally and externally.

For the fourth quarter of fiscal year 2012, Shaw’s Westinghouse segment
includes a non-cash, non-operating foreign exchange loss of $13.0 million
pre-tax, or $8.0 million after tax. The prior year included a non-cash foreign
exchange loss of $84.6 million pre-tax, or $52.0 million after tax.

The following results include Shaw’s Westinghouse segment:

                                        
                                           Three Months Ended Aug. 31

                                           Including the Westinghouse Segment
                                       FY 2012          FY 2011
Revenues                                $1.5 billion     $1.5 billion
Gross Profit                            $142.9 million   $8.6 million
EBITDA                                  $142.8 million   $(102.9) million
Net Income (Loss) Attributable to       $113.2 million   $(90.3) million
Shaw
Earnings Per Share                      $1.68            $(1.25)
Net Cash From Operating Activities      $304.5 million   $210.6 million
Total Adjusted Cash                     $1.4 billion     $1.2 billion
                                                           

The following results exclude Shaw’s Westinghouse segment:

                                        
                                           Three Months Ended Aug. 31

                                           Excluding the Westinghouse Segment
                                       FY 2012           FY 2011
Revenues                                $1.5 billion      $1.5 billion
Gross Profit                            $142.9 million    $8.6 million
EBITDA                                  $154.5 million    $(22.8) million
Net Income (Loss) Attributable to       $125.2 million    $(31.9) million
Shaw
Earnings Per Share                      $1.86             $(0.44)
Net Cash From Operating Activities      $293.2 million    $192.8 million
                                                           

Fiscal Year 2012 Financial Summary:

For fiscal year 2012, Shaw’s Westinghouse segment includes a non-cash,
non-operating foreign exchange translation gain of $40.8 million pre-tax, or
$25.0 million after tax. The prior year included a non-cash foreign exchange
translation loss of $159.0 million pre-tax, or $97.8 million after tax.

The following results include Shaw’s Westinghouse segment:

                                        
                                           Fiscal Year

                                           Including the Westinghouse Segment
                                       FY 2012          FY 2011
Revenues                                $6.0 billion     $5.9 billion
Gross Profit                            $428.0 million   $196.3 million
EBITDA                                  $375.6 million   $(145.1) million
Net Income (Loss) Attributable to       $198.9 million   $(175.0) million
Shaw
Earnings Per Share                      $2.90            $(2.18)
Net Cash From Operating Activities      $129.8 million   $120.5 million
Total Adjusted Cash                     $1.4 billion     $1.2 billion
                                                           

The following results exclude Shaw’s Westinghouse segment:

                                        
                                           Fiscal Year

                                           Excluding the Westinghouse Segment
                                       FY 2012           FY 2011
Revenues                                $6.0 billion      $5.9 billion
Gross Profit                            $428.0 million    $196.3 million
EBITDA                                  $314.6 million    $(18.8) million
Net Income (Loss) Attributable to       $184.9 million    $(69.2) million
Shaw
Earnings Per Share                      $2.70             $(0.86)
Net Cash From Operating Activities      $148.8 million    $132.8 million
                                                           

CB&I Acquisition:

On July 30, 2012, Shaw announced it had entered into a definitive merger
agreement to be acquired by CB&I. Shaw is required to have $200 million in
EBITDA as defined in the transaction agreement for the four quarters prior to
the transaction closing. The transaction currently is expected to close in the
first quarter of calendar year 2013.

At the end of the fourth quarter of fiscal year 2012, Shaw’s EBITDA as defined
in the transaction agreement was as follows:

  *Total EBITDA as defined in the transaction agreement for the prior three
    quarters (Q2 – Q4 of fiscal year 2012): $242 million

       *Second quarter of fiscal year 2012 EBITDA: $83 million
       *Third quarter of fiscal year 2012 EBITDA: $61 million
       *Fourth quarter of fiscal year 2012 EBITDA: $98 million

Shaw will report first quarter fiscal year 2013 earnings in late December 2012
or early January 2013.

A summary of the definition of EBITDA contained in the transaction agreement
is included at the end of this press release.

Fiscal Year 2013 Guidance:

Guidance for fiscal year 2013:

  *Revenue: approximately $5.0 - $5.5 billion
  *Diluted earnings per share, excluding Westinghouse: $1.70 - $1.90 per
    share
  *Operating cash flow: approximately $(200) million - $0.0

Investment in Westinghouse:

Shaw’s subsidiary Nuclear Energy Holdings (NEH) has a 20 percent equity
interest in companies collectively known as the Westinghouse Group. NEH
financed this investment partially through issuing limited recourse Japanese
yen-denominated bonds and, to mitigate the risk associated with foreign
currency fluctuation, simultaneously entered into a yen-denominated put option
agreement with Toshiba, which provides NEH the option to sell all or part of
its equity interest to Toshiba and receive a pre-determined yen-denominated
price for the shares.

For U.S. reporting purposes, the yen-denominated bonds are revalued at each
quarter’s end to the current U.S. dollar exchange rate; however, the
yen-denominated put option, which naturally hedges the foreign exchange
movements of the Japanese yen-denominated bonds, is not revalued at current
exchange rates for U.S. financial reporting purposes. Therefore, our reported
financial results frequently reflect the volatility of the yen-dollar exchange
rates showing significant non-cash translation exchange gains or losses.

On Oct. 6, 2012, NEH exercised its put options to sell its investment in the
Westinghouse Group back to Toshiba, as required by the terms of NEH’s
outstanding bonds. Settlement of the sale is expected to occur in January
2013. Proceeds from the sale must be used to repay NEH’s outstanding bonds on
their scheduled maturity date of March 15, 2013.

Calculation of EBITDA:

Shaw defines EBITDA as earnings before interest expense, income taxes,
depreciation and amortization. EBITDA is an important financial measure used
by Shaw to assess performance. Although it is calculated using components
derived from our financial statements prepared under generally accepted
accounting principles (GAAP), EBITDA itself is not a GAAP measure.

A table reconciling EBITDA to its most directly comparable GAAP measure is
included in the summarized financial information within this release.
Calculations of EBITDA should not be viewed as a substitute for calculations
under GAAP, including net cash provided by operations, operating income and
net income attributable to Shaw. In addition, EBITDA calculations by one
company may not be comparable to EBITDA calculations made by another company.

Calculation of EBITDA as Defined in the CB&I Transaction Agreement:

The transaction agreement provides that EBITDA means, for any period, on a
consolidated basis for Shaw and its subsidiaries (other than NEH and its
subsidiaries), the sum of the following for such period calculated in
accordance with GAAP:

  *The sum of:

       *Consolidated net income (defined in the transaction agreement as the
         net income of Shaw and its subsidiaries (other than NEH and its
         subsidiaries) determined on a consolidated basis in accordance with
         GAAP, excluding (i)any extraordinary gain or loss and (ii)net
         earnings of any non-subsidiary in which Shaw or its subsidiaries
         (other than NEH and its subsidiaries) has an ownership interest
         unless such net earnings have actually been received in the form of
         cash distributions), plus
       *Interest expense (to the extent deducted in computing consolidated
         net income), plus
       *Charges against income for taxes (to the extent deducted in computing
         consolidated net income), plus
       *Other non-recurring non-cash charges (to the extent deducted in
         computing consolidated net income), plus
       *Extraordinary losses incurred other than in the ordinary course of
         business (to the extent deducted in computing consolidated net
         income), minus
       *Any non-recurring non-cash credits (to the extent added in computing
         consolidated net income), minus extraordinary gains realized other
         than in the ordinary course of business (to the extent added in
         computing consolidated net income); plus

  *Depreciation expense (to the extent deducted in computing consolidated net
    income); plus
  *Amortization expense, including amortization of goodwill and other
    intangible assets (to the extent deducted in computing consolidated net
    income); plus
  *Non-cash compensation expenses for management or employees (to the extent
    deducted in computing consolidated net income); plus
  *Extraordinary, unusual or non-recurring charges otherwise deducted in
    arriving at consolidated net income for such period arising from (i)the
    GenOn AQC Project, in an aggregate amount not to exceed $20.1 million and
    incurred prior to May31, 2012 and (ii)the Dominion project in an
    aggregate amount not to exceed $88 million and incurred prior to May31,
    2012; plus
  *Dividends and distributions received in cash during such period from
    non-subsidiaries of Shaw (other than NEH) (to the extent not already
    included in consolidated net income); plus
  *Any charges, fees and expenses incurred in connection with the transaction
    with the merger transaction and the transactions contemplated thereby;
    plus
  *Charges, expenses and losses incurred in connection with restructuring and
    integration activities in connection with the merger transaction and the
    transactions contemplated thereby, including in connection with closures
    of certain facilities and termination of leases; plus
  *Expenses incurred in connection with the merger transaction and the
    transactions contemplated thereby and relating to termination and related
    payments and benefits as to, or relocation of, officers, directors and
    employees.

In addition, the transaction agreement defines EBITDA to exclude the part of
the Energy & Chemicals business segment that has been sold as if such sale had
occurred on the first day of the relevant measurement period.

Calculation of Total Adjusted Cash:

Shaw defines total adjusted cash as the sum of cash and cash equivalents,
restricted and escrowed cash and cash equivalents, short-term investments and
restricted short-term investments.

About Shaw:

The Shaw Group Inc. (NYSE: SHAW) is a leading global provider of engineering,
construction, technology, fabrication, remediation and support services for
clients in the energy, chemicals, environmental, infrastructure and emergency
response industries. A Fortune 500 company with fiscal year 2012 annual
revenues of $6 billion, Shaw has approximately 25,000 employees around the
world and is a power sector industry leader according to Engineering
News-Record’s list of Top 500 Design Firms. For more information, please visit
Shaw’s website at www.shawgrp.com.

Important Information For Investors And Shareholders

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. On
September 17, 2012, Chicago Bridge & Iron Company N.V. (“CB&I”) filed with the
Securities and Exchange Commission (“SEC”) a registration statement on Form
S-4 that included a preliminary proxy statement of The Shaw Group Inc.
(“Shaw”) that also constitutes a prospectus of CB&I. These materials are not
yet final and may be amended. CB&I and Shaw also plan to file other documents
with the SEC regarding the proposed agreement. A definitive joint proxy
statement/prospectus will be mailed to shareholders of Shaw. INVESTORS AND
SECURITY HOLDERS OF SHAW ARE URGED TO READ THE PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND
THE OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be
able to obtain free copies of the joint proxy statement/prospectus and other
documents containing important information about CB&I and Shaw, once such
documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by CB&I will be
available free of charge on CB&I’s internet website at www.cbi.com under the
tab “Investor Relations” and then under the tab “SEC Documents” or by
contacting CB&I’s Investor Relations Department at 832-513-1200. Copies of the
documents filed with the SEC by Shaw will be available free of charge on
Shaw’s internet website at www.shawgrp.com under the tab “Investor Relations”
and then under the tab “SEC Filings” or by contacting Shaw’s Investor
Relations Department at 225-987-7372.

Participants in the Solicitation

CB&I, Shaw, their respective directors and certain of their executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Shaw in connection with the proposed transaction. Information
about the directors and executive officers of Shaw is set forth in Shaw’s
proxy statement for its 2012 annual meeting of shareholders, which was filed
with the SEC on December 15, 2011. Information about the directors and
executive officers of CB&I is set forth in CB&I’s proxy statement for its 2012
annual meeting of shareholders, which was filed with the SEC on March 22,
2012. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Statements set forth in this communication that are not historical facts,
including statements regarding future financial performance, future
competitive positioning and business synergies, future acquisition cost
savings, future accretion to earnings per share, future market demand, future
benefits to shareholders, future economic and industry conditions, the
proposed merger (including its benefits, results, effects and timing), the
attributes of Shaw as a subsidiary of CB&I and whether and when the
transactions contemplated by the merger agreement will be consummated, are
forward-looking statements within the meaning of federal securities laws. 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 subject to numerous risks and
uncertainties, many of which are beyond the companies’ control, which could
cause actual benefits, results, effects and timing to differ materially from
the results predicted or implied by the statements.

These risks and uncertainties include, but are not limited to: the failure of
the shareholders of CB&I or the shareholders of Shaw to approve the merger;
the risk that the conditions to the closing of the merger are not satisfied;
the risk that regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; potential adverse
reactions or changes to business relationships resulting from the announcement
or completion of the merger; uncertainties as to the timing of the merger;
competitive responses to the proposed merger; costs and difficulties related
to the integration of Shaw’s businesses and operations with CB&I’s business
and operations; the inability to or delay in obtaining cost savings and
synergies from the merger; unexpected costs, charges or expenses resulting
from the merger; litigation relating to the merger; the inability to retain
key personnel; and any changes in general economic and/or industry specific
conditions.

Shaw and CB&I caution that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in
Shaw’s and CB&I’s most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other
SEC filings. All subsequent written and oral forward-looking statements
concerning Shaw, CB&I, the proposed transaction or other matters and
attributable to Shaw or CB&I or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above.
Neither Shaw nor CB&I undertakes any obligation to publicly update any of
these forward-looking statements to reflect events or circumstances that may
arise after the date hereof.


THE SHAW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND TWELVE MONTHS ENDED AUGUST 31, 2012 AND 2011
(In thousands, except per share amounts)
                                                                 
                    Three Months Ended                  Twelve Months Ended
                    2012              2011              2012              2011
Revenues            $ 1,455,328       $ 1,479,682       $ 6,008,435       $ 5,937,734
Cost of              1,312,470       1,471,046       5,580,471       5,741,392 
revenues
Gross profit          142,858           8,636             427,964           196,342
Selling,
general and           86,653            58,475            276,338           273,512
administrative
expenses
Gain on
disposal of E&C       83,315            -                 83,315            -
assets
Impairment of        -               -               -               48,133    
note receivable
Operating             139,520           (49,839   )       234,941           (125,303  )
income (loss)
Interest              (1,465    )       (1,469    )       (6,315    )       (5,528    )
expense
Interest
expense on
Japanese
yen-denominated       (10,151   )       (10,333   )       (40,633   )       (41,568   )
bonds,
including
accretion and
amortization
Interest income       1,171             5,957             5,436             16,629
Foreign
currency
translation
gains (losses)        (12,990   )       (84,644   )       40,837            (159,006  )
on Japanese
yen-denominated
bonds, net
Other foreign
currency
transaction           (1,149    )       1,243             255               7,702
gains (losses),
net
Other income         2,965           152             5,530           6,155     
(expense), net
Income (loss)
before income
taxes and
earnings              117,901           (138,933  )       240,051           (300,919  )
(losses) from
unconsolidated
entities
Provision
(benefit) for        (1,290    )      (46,001   )      44,971          (106,765  )
income taxes
Income (loss)
before earnings
(losses) from         119,191           (92,932   )       195,080           (194,154  )
unconsolidated
entities
Income from 20%
Investment in
Westinghouse,         654               2,934             12,334            20,915
net of income
taxes
Earnings
(losses) from
other                (461      )      2,757           3,909           5,354     
unconsolidated
entities, net
of income taxes
Net income          $ 119,384        $ (87,241   )     $ 211,323        $ (167,885  )
(loss)
Less: Net
income (loss)
attributable to      6,191           3,016           12,407          7,131     
noncontrolling
interests
Net income
(loss)              $ 113,193        $ (90,257   )     $ 198,916        $ (175,016  )
attributable to
Shaw
                                                                          
Net income
(loss)
attributable to
Shaw per common
share:
Basic               $ 1.71           $ (1.25     )     $ 2.95           $ (2.18     )
Diluted             $ 1.68           $ (1.25     )     $ 2.90           $ (2.18     )
                                                                          
Weighted
average shares
outstanding:
Basic                 66,072            72,047            67,462            80,223
Diluted               67,230            72,047            68,536            80,223
                                                                                      


THE SHAW GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
                                                          
                                           August 31, 2012     August 31, 2011
                                                               
ASSETS
Current assets:
Cash and cash equivalents ($92.2
million and $78.6 million related to       $  1,091,883        $  674,080
variable interest entities (VIEs))
Restricted and escrowed cash and cash         9,187               38,721
equivalents
Short-term investments ($3.0 million          296,732             226,936
and $7.8 million related to VIEs)
Restricted short-term investments             24,161              277,316
Accounts receivable, including
retainage, net ($22.7 million and $7.5        416,489             772,242
million related to VIEs)
Inventories                                   273,784             245,044
Costs and estimated earnings in excess
of billings on uncompleted contracts,         492,563             552,502
including claims
Deferred income taxes                         351,494             367,045
Investment in Westinghouse                    968,296             999,035
Prepaid expenses and other current           55,837            138,260    
assets
Total current assets                          3,980,426           4,291,181
Investments in and advances to
unconsolidated entities, joint                6,160               14,768
ventures and limited partnerships
Property and equipment, net of
accumulated depreciation of $376.3            511,677             515,811
million and $347.3 million
Goodwill                                      404,456             545,790
Intangible assets                             2,939               17,142
Deferred income taxes                         5,308               10,484
Other assets                                 96,487            91,858     
Total assets                               $  5,007,453       $  5,487,034  
                                                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable                           $  683,645          $  822,476
Accrued salaries, wages and benefits          127,960             132,857
Other accrued liabilities                     205,279             199,947
Advanced billings and billings in
excess of costs and estimated earnings        1,223,991           1,535,037
on uncompleted contracts
Japanese yen-denominated bonds secured        1,640,497           1,679,836
by Investment in Westinghouse
Interest rate swap contract on                13,370              27,059
Japanese yen-denominated bonds
Short-term debt and current maturities       10,416            349        
of long-term debt
Total current liabilities                     3,905,158           4,397,561
Long-term debt, less current                  5,271               630
maturities
Deferred income taxes                         49,887              70,437
Other liabilities                            54,656            81,152     
Total liabilities                            4,014,972         4,549,780  
Shaw shareholders’ equity:
Preferred stock, no par value,
20,000,000 shares authorized; no              -                   -
shares issued and outstanding
Common stock, no par value,
200,000,000 shares authorized;
93,016,409 and 91,711,102 shares              1,355,235           1,321,278
issued, respectively; and 66,425,168
and 71,306,382 shares outstanding,
respectively
Retained earnings                             527,371             328,455
Accumulated other comprehensive loss          (139,361   )        (104,922   )
Treasury stock, 26,591,241 shares and        (791,868   )       (639,704   )
20,404,720 shares, respectively
Total Shaw shareholders’ equity               951,377             905,107
Noncontrolling interests                     41,104            32,147     
Total equity                                 992,481           937,254    
Total liabilities and equity               $  5,007,453       $  5,487,034  
                                                                             


THE SHAW GROUP INC. AND SUBSIDIARIES
FOR THE THREE AND TWELVE MONTHS ENDED AUGUST 31, 2012 AND 2011
REVENUES BY GEOGRAPHY
(in millions, except for percentages)
                                                                                        
                 Three Months Ended                                Twelve Months Ended
                 2012                    2011                    2012                   2011          
                 (in            %         (in            %         (in           %         (in           %
                 millions)                millions)                millions)               millions)
United           $ 1,278.5      88        $ 1,210.3      82        $ 5,187.6     86        $ 5,032.2     85
States
Asia/Pacific
Rim                104.0        7           173.9        12          489.1       8           573.3       10
countries
Middle East        34.9         2           45.1         3           163.4       3           141.7       2
United
Kingdom and
other              10.7         1           18.3         1           53.5        1           105.8       2
European
countries
South
America and        19.9         2           20.4         1           85.7        2           56.2        1
Mexico
Canada             3.2          –           9.9          1           16.3        –           18.8        –
Other             4.1          –         1.8          –         12.8        –         9.7         –   
Total            $ 1,455.3      100 %     $ 1,479.7      100 %     $ 6,008.4     100 %     $ 5,937.7     100 %
revenues
                                                                                                         
BACKLOG BY SEGMENT
(in millions, except for percentages)
                                                                                                         
                 August 31,     %         August 31,     %
                 2012                     2011
                                                                                                         
Power            $ 8,890.9      52        $ 10,776.4     54
Plant              3,081.1      18          2,119.7      11
Services
E&I                4,012.9      23          5,189.9      26
F&M                999.5        6           1,495.9      7
E&C               102.6        1         436.4        2   
Total            $ 17,087.0     100 %     $ 20,018.3     100 %
backlog


REVENUES AND GROSS PROFIT BY SEGMENT
FOR THE THREE AND TWELVE MONTHS ENDED AUGUST 31, 2012 AND 2011
(in millions, except percentages)
                                                          
                   Three Months Ended              Twelve Months Ended
                   2012            2011            2012            2011
                                                                   
Revenues:
Power              $ 530.6         $ 507.0         $ 1,973.4       $ 2,116.8
Plant Services       177.9           180.8           1,089.2         924.7
E&I                  459.9           524.5           1,814.4         1,894.3
F&M                  169.4           106.4           551.5           408.6
E&C                  117.5           161.0           579.9           593.3
Corporate           –             –             –             –       
Total revenues     $ 1,455.3      $ 1,479.7      $ 6,008.4      $ 5,937.7 
                                                                   
Gross profit:
Power              $ 46.4          $ (26.2   )     $ 68.6          $ 35.8
Plant Services       14.2            13.3            80.8            70.2
E&I                  52.0            57.9            171.4           188.8
F&M                  32.2            5.1             103.2           50.7
E&C                  (2.5    )       (42.3   )       1.9             (153.3  )
Corporate           0.6           0.8           2.1           4.1     
Total gross        $ 142.9        $ 8.6          $ 428.0        $ 196.3   
profit
                                                                   
Gross profit
percentage:
Power                8.7     %       -5.2    %       3.5     %       1.7     %
Plant Services       8.0             7.4             7.4             7.6
E&I                  11.3            11.0            9.4             10.0
F&M                  19.0            4.8             18.7            12.4
E&C                  (2.1    )       (26.3   )       0.3             (25.8   )
Corporate           NM            NM            NM            NM      
Total gross
profit              9.8     %      0.6     %      7.1     %      3.3     %
percentage
                                                                   
NM - Not
Meaningful
                                                                   
Selling,
general and
administrative
expenses:
Power              $ 13.4          $ 7.2           $ 39.5          $ 41.2
Plant Services       3.1             2.5             11.2            10.6
E&I                  18.8            18.9            71.6            74.4
F&M                  10.8            6.6             35.3            30.6
E&C                  10.4            12.8            42.3            47.9
Investment in        -               0.2             0.1             1.4
Westinghouse
Corporate           30.1          10.3          76.3          67.4    
Total selling,
general and        $ 86.6         $ 58.5         $ 276.3        $ 273.5   
administrative
expenses
                                                                   
Income (loss)
before income
taxes and
earnings
(losses) from
unconsolidated
entities:
Power              $ 34.4          $ (29.9   )     $ 30.6          $ 1.8
Plant Services       11.3            10.8            69.8            59.8
E&I                  34.4            40.1            102.8           117.3
F&M                  21.2            (0.9    )       68.8            20.6
E&C                  67.6            (54.4   )       41.5            (190.3  )
Investment in        (23.1   )       (95.1   )       0.1             (201.9  )
Westinghouse
Corporate           (27.9   )      (9.5    )      (73.5   )      (108.2  )
Total income
(loss) before
income taxes
and earnings       $ 117.9        $ (138.9  )     $ 240.1        $ (300.9  )
(losses) from
unconsolidated
entities
                                                                             


RECONCILIATION OF EBITDA TO INCOME (LOSS) BEFORE INCOME TAXES AND EARNINGS (LOSSES) FROM UNCONSOLIDATED ENTITIES
FOR THE THREE AND TWELVE MONTHS ENDED AUGUST 31, 2012 AND 2011
(in millions)
                                                                                                         
                   Three Months Ended August 31, 2012
                   Consolidated   Power       Plant      E&I         F&M        E&C          Westinghouse   Corporate
                                                  Services
Income (loss)
before income
taxes and
earnings         $  117.9      $ 34.4     $  11.3    $ 34.4     $ 21.2    $ 67.6      $  (23.1   )   $ (27.9  )
(losses) from
unconsolidated
entities:
Interest              11.6            -              -           -             0.1          -               10.1            1.4
expense
Depreciation
and                   19.0            7.8            0.5         3.8           4.7          2.1             -               0.1
amortization
Earnings
(losses) from         0.5             (2.5  )        -           0.3           (0.8 )       2.2             1.3             -
unconsolidated
subs
Income
attributable
to                 (6.2    )    -          -        (4.1  )    (2.1 )    -           -           -      
noncontrolling
interests
EBITDA           $  142.8      $ 39.7     $  11.8    $ 34.4     $ 23.1    $ 71.9      $  (11.7   )   $ (26.4  )
                                                                                                                          
                   Three Months Ended August 31, 2011
                   Consolidated   Power       Plant      E&I         F&M        E&C          Westinghouse   Corporate
                                                  Services
Income (loss)
before income
taxes and
earnings         $  (138.9  )   $ (29.9 )   $  10.8    $ 40.1     $ (0.9 )   $ (54.4  )   $  (95.1   )   $ (9.5   )
(losses) from
unconsolidated
entities:
Interest              11.8            -              -           -             -            0.1             10.3            1.4
expense
Depreciation
and                   18.8            6.9            0.4         3.8           4.4          2.6             -               0.7
amortization
Earnings
(losses) from         8.4             -              -           -             -            3.7             4.7             -
unconsolidated
subs
Income
attributable
to                 (3.0    )    -          -        (3.6  )    0.6      -           -           -      
noncontrolling
interests
EBITDA           $  (102.9  )   $ (23.0 )   $  11.2    $ 40.3     $ 4.1     $ (48.0  )   $  (80.1   )   $ (7.4   )
                                                                                                                          
                   Twelve Months Ended August 31, 2012
                   Consolidated   Power       Plant      E&I         F&M        E&C          Westinghouse   Corporate
                                                  Services
Income (loss)
before income
taxes and
earnings         $  240.1      $ 30.6     $  69.8    $ 102.8    $ 68.8    $ 41.5      $  0.1        $ (73.5  )
(losses) from
unconsolidated
entities:
Interest              46.9            0.2            -           -             0.2          -               40.6            5.9
expense
Depreciation
and                   74.4            28.4           1.9         14.0          18.9         9.4             -               1.8
amortization
Earnings
(losses) from         26.6            (2.4  )        -           1.3           (0.8 )       8.2             20.3            -
unconsolidated
subs
Income
attributable
to                 (12.4   )    -          -        (9.6  )    (2.8 )    -           -           -      
noncontrolling
interests
EBITDA           $  375.6      $ 56.8     $  71.7    $ 108.5    $ 84.3    $ 59.1      $  61.0       $ (65.8  )
                                                                                                                          
                   Twelve Months Ended August 31, 2011
                   Consolidated   Power       Plant      E&I         F&M        E&C          Westinghouse   Corporate
                                                  Services
Income (loss)
before income
taxes and
earnings         $  (300.9  )   $ 1.8      $  59.8    $ 117.3    $ 20.6    $ (190.3 )   $  (201.9  )   $ (108.2 )
(losses) from
unconsolidated
entities:
Interest              47.1            0.5            -           -             -            0.1             41.6            4.9
expense
Depreciation
and                   73.9            27.6           1.8         13.9          17.5         10.3            -               2.8
amortization
Earnings
(losses) from         41.9            0.6            -           1.2           -            6.1             34.0            -
unconsolidated
subs
Income
attributable
to                 (7.1    )    -          -        (9.4  )    2.3      -           -           -      
noncontrolling
interests
EBITDA           $  (145.1  )   $ 30.5     $  61.6    $ 123.0    $ 40.4    $ (173.8 )   $  (126.3  )   $ (100.5 )
                                                                                                                                   


REGULATION G DISCLOSURES
The Shaw Group Inc. believes it is important that we discuss our operating
results excluding the Investment in Westinghouse segment. We acquired a 20
percent interest in Westinghouse in October 2006. We have classified the
Investment in Westinghouse as a separate operating segment. The majority of
the activity related to this segment will be recorded below the operating
income line. During the quarter, we have recorded interest expense, as well as
other significant non-cash charges related to the investment. We believe that
presenting our financial results excluding the Investment in Westinghouse
segment is important to investors and management to demonstrate the
profitability of our other segments, as well as to point out certain non-cash
charges related to this investment.


   
        THE SHAW GROUP INC.
        RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING
        INVESTMENT IN WESTINGHOUSE SEGMENT
        FOR THE THREE
        MONTHS ENDED AUGUST   
        31, 2012
        (in millions,
        except per share        Q-4 FY 2012
        data)
                                Three months ended August 31, 2012
                                               Westinghouse   Excluding
                                Consolidated     Segment          Westinghouse
                                                                  
        Revenues                $  1,455.3       $  -             $  1,455.3
        Cost of revenues          1,312.4        -              1,312.4 
        Gross profit               142.9            -                142.9
                                                                  
        Selling, general
        and administrative         86.6             -                86.6
        expenses
        Gain on disposal of       83.3           -              83.3    
        E&C assets
                                                                  
        Operating income           139.6            -                139.6
        (loss)
                                                                  
        Interest expense           (1.5    )        -                (1.5    )
        Interest expense on
        Japanese
        yen-denominated            (10.1   )        (10.1  )         -
        bonds, including
        accretion and
        amortization
        Interest income            1.1              -                1.1
        Foreign currency
        translation gains
        (losses) on                (13.0   )        (13.0  )         -
        Japanese
        yen-denominated
        bonds, net
        Other foreign
        currency                   (1.2    )        -                (1.2    )
        transaction gains
        (losses), net
        Other income              3.0            -              3.0     
        (expense), net
                                                                  
        Income (loss)
        before income taxes
        and earnings from          117.9            (23.1  )         141.0
        unconsolidated
        entities
        Provision (benefit)       (1.3    )       (10.5  )        9.2     
        for income taxes
                                                                  
        Income (loss)
        before earnings            119.2            (12.6  )         131.8
        from unconsolidated
        entities
                                                                  
        Income from 20%
        Investment in              0.6              0.6              -
        Westinghouse, net
        of income taxes
        Earnings (losses)
        from unconsolidated        (0.5    )        -                (0.5    )
        entities, net of
        income taxes
                                                                
        Net income (loss)         119.3          (12.0  )        131.3   
                                                                  
        Less:
        Noncontrolling
        interests in income       (6.1    )       -              (6.1    )
        of consolidated
        subsidiaries
                                                                  
        Net income (loss)
        attributable to         $  113.2        $  (12.0  )      $  125.2   
        Shaw
                                                                  
        Net income (loss)
        attributable to
        Shaw per common
        share:
        Basic                   $  1.71         $  (0.18  )      $  1.89    
        Diluted                 $  1.68         $  (0.18  )      $  1.86    
                                                                  
        Weighted average
        shares outstanding:
        Basic                      66.1             66.1             66.1
        Diluted                    67.2             67.2             67.2
                                                                             

   
        THE SHAW GROUP INC.
        RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING
        INVESTMENT IN WESTINGHOUSE SEGMENT
        FOR THE THREE
        MONTHS ENDED AUGUST   
        31, 2011
        (in millions,
        except per share        Q-4 FY 2011
        data)
                                Three months ended August 31, 2011
                                               Westinghouse   Excluding
                                Consolidated     Segment          Westinghouse
                                                                  
        Revenues                $  1,479.7       $  -             $  1,479.7
        Cost of revenues          1,471.1        -              1,471.1 
        Gross profit               8.6              -                8.6
                                                                  
        Selling, general
        and administrative        58.5           0.1            58.4    
        expenses
                                                                  
        Operating income           (49.9   )        (0.1   )         (49.8   )
        (loss)
                                                                  
        Interest expense           (1.5    )        -                (1.5    )
        Interest expense on
        Japanese
        yen-denominated            (10.3   )        (10.3  )         -
        bonds, including
        accretion and
        amortization
        Interest income            6.0              -                6.0
        Foreign currency
        translation gains
        (losses) on                (84.6   )        (84.6  )         -
        Japanese
        yen-denominated
        bonds, net
        Other foreign
        currency                   1.2              -                1.2
        transaction gains
        (losses), net
        Other income              0.2            -              0.2     
        (expense), net
                                                                  
        Income (loss)
        before income taxes
        and earnings from          (138.9  )        (95.0  )         (43.9   )
        unconsolidated
        entities
        Provision (benefit)       (46.0   )       (33.7  )        (12.3   )
        for income taxes
                                                                  
        Income (loss)
        before earnings            (92.9   )        (61.3  )         (31.6   )
        from unconsolidated
        entities
                                                                  
        Income from 20%
        Investment in              2.9              2.9              -
        Westinghouse, net
        of income taxes
        Earnings (losses)
        from unconsolidated        2.7              -                2.7
        entities, net of
        income taxes
                                                                
        Net income (loss)         (87.3   )       (58.4  )        (28.9   )
                                                                  
        Less:
        Noncontrolling
        interests in income       (3.0    )       -              (3.0    )
        of consolidated
        subsidiaries
                                                                  
        Net income (loss)
        attributable to         $  (90.3   )     $  (58.4  )      $  (31.9   )
        Shaw
                                                                  
        Net income (loss)
        attributable to
        Shaw per common
        share:
        Basic                   $  (1.25   )     $  (0.81  )      $  (0.44   )
        Diluted                 $  (1.25   )     $  (0.81  )      $  (0.44   )
                                                                  
        Weighted average
        shares outstanding:
        Basic                      72.0             72.0             72.0
        Diluted                    72.0             72.0             72.0
                                                                             


REGULATION G DISCLOSURES
The Shaw Group Inc. believes it is important that we discuss our operating
results excluding the Investment in Westinghouse segment. We acquired a 20
percent interest in Westinghouse in October 2006. We have classified the
Investment in Westinghouse as a separate operating segment. The majority of
the activity related to this segment will be recorded below the operating
income line. During the quarter, we have recorded interest expense, as well as
other significant non-cash charges related to the investment. We believe that
presenting our financial results excluding the Investment in Westinghouse
segment is important to investors and management to demonstrate the
profitability of our other segments, as well as to point out certain non-cash
charges related to this investment.


                                                       
        THE SHAW GROUP INC.
        RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING
        INVESTMENT IN WESTINGHOUSE SEGMENT
        FOR THE FISCAL YEAR
        ENDED AUGUST 31,        
        2012
        (in millions,
        except per share        FY 2012
        data)
                                Fiscal year ended August 31, 2012
                                                 Westinghouse     Excluding
                                Consolidated     Segment          Westinghouse
                                                                  
        Revenues                $  6,008.4       $  -             $  6,008.4
        Cost of revenues          5,580.4        -              5,580.4 
        Gross profit               428.0            -                428.0
                                                                  
        Selling, general
        and administrative         276.3            0.1              276.2
        expenses
        Gain on disposal of       83.3           -              83.3    
        E&C assets
                                                                  
        Operating income           235.0            (0.1   )         235.1
        (loss)
                                                                  
        Interest expense           (6.3    )        -                (6.3    )
        Interest expense on
        Japanese
        yen-denominated            (40.6   )        (40.6  )         -
        bonds, including
        accretion and
        amortization
        Interest income            5.4              -                5.4
        Foreign currency
        translation gains
        (losses) on                40.8             40.8             -
        Japanese
        yen-denominated
        bonds, net
        Other foreign
        currency                   0.3              -                0.3
        transaction gains
        (losses), net
        Other income              5.5            -              5.5     
        (expense), net
                                                                  
        Income (loss)
        before income taxes
        and earnings from          240.1            0.1              240.0
        unconsolidated
        entities
        Provision (benefit)       45.0           (1.6   )        46.6    
        for income taxes
                                                                  
        Income (loss)
        before earnings            195.1            1.7              193.4
        from unconsolidated
        entities
                                                                  
        Income from 20%
        Investment in              12.3             12.3             -
        Westinghouse, net
        of income taxes
        Earnings (losses)
        from unconsolidated        3.9              -                3.9
        entities, net of
        income taxes
                                                                
        Net income (loss)         211.3          14.0           197.3   
                                                                  
        Less:
        Noncontrolling
        interests in income       (12.4   )       -              (12.4   )
        of consolidated
        subsidiaries
                                                                  
        Net income (loss)
        attributable to         $  198.9        $  14.0         $  184.9   
        Shaw
                                                                  
        Net income (loss)
        attributable to
        Shaw per common
        share:
        Basic                   $  2.95         $  0.21         $  2.74    
        Diluted                 $  2.90         $  0.20         $  2.70    
                                                                  
        Weighted average
        shares outstanding:
        Basic                      67.5             67.5             67.5
        Diluted                    68.5             68.5             68.5
                                                                             

                                                       
        THE SHAW GROUP INC.
        RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING
        INVESTMENT IN WESTINGHOUSE SEGMENT
        FOR THE FISCAL YEAR
        ENDED AUGUST 31,        
        2011
        (in millions,
        except per share        FY 2011
        data)
                                Fiscal year ended August 31, 2011
                                                 Westinghouse     Excluding
                                Consolidated     Segment          Westinghouse
                                                                  
        Revenues                $  5,937.7       $  -             $  5,937.7
        Cost of revenues          5,741.4        -              5,741.4 
        Gross profit               196.3            -                196.3
                                                                  
        Selling, general
        and administrative         273.5            1.4              272.1
        expenses
        Impairment of note        48.1           -              48.1    
        receivable
                                                                  
        Operating income           (125.3  )        (1.4    )        (123.9  )
        (loss)
                                                                  
        Interest expense           (5.5    )        -                (5.5    )
        Interest expense on
        Japanese
        yen-denominated            (41.6   )        (41.6   )        -
        bonds, including
        accretion and
        amortization
        Interest income            16.6             -                16.6
        Foreign currency
        translation gains
        (losses) on                (159.0  )        (159.0  )        -
        Japanese
        yen-denominated
        bonds, net
        Other foreign
        currency                   7.7              -                7.7
        transaction gains
        (losses), net
        Other income              6.2            -              6.2     
        (expense), net
                                                                  
        Income (loss)
        before income taxes
        and earnings from          (300.9  )        (202.0  )        (98.9   )
        unconsolidated
        entities
        Provision (benefit)       (106.8  )       (75.3   )       (31.5   )
        for income taxes
                                                                  
        Income (loss)
        before earnings            (194.1  )        (126.7  )        (67.4   )
        from unconsolidated
        entities
                                                                  
        Income from 20%
        Investment in              20.9             20.9             -
        Westinghouse, net
        of income taxes
        Earnings (losses)
        from unconsolidated        5.3              -                5.3
        entities, net of
        income taxes
                                                                
        Net income (loss)         (167.9  )       (105.8  )       (62.1   )
                                                                  
        Less:
        Noncontrolling
        interests in income       (7.1    )       -              (7.1    )
        of consolidated
        subsidiaries
                                                                  
        Net income (loss)
        attributable to         $  (175.0  )     $  (105.8  )     $  (69.2   )
        Shaw
                                                                  
        Net income (loss)
        attributable to
        Shaw per common
        share:
        Basic                   $  (2.18   )     $  (1.32   )     $  (0.86   )
        Diluted                 $  (2.18   )     $  (1.32   )     $  (0.86   )
                                                                  
        Weighted average
        shares outstanding:
        Basic                      80.2             80.2             80.2
        Diluted                    80.2             80.2             80.2
                                                                             


REGULATION G DISCLOSURES
The Shaw Group Inc. defines EBITDA 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. Although it is calculated
using components derived from our GAAP financial statements, EBITDA itself is
not a GAAP measure. The following table reflects the company’s calculation of
EBITDA and EBITDA percentage. Calculations of EBITDA should not be viewed as a
substitute for calculations under GAAP, including cash flow from operations,
operating income and net income. In addition, EBITDA calculations by one
company may not be comparable to EBITDA calculations made by another company.


   
RECONCILIATION OF EBITDA CALCULATION FOR THE THREE MONTHS ENDED AUGUST 31,
2012
                              
                                Q-4 FY 2012
                                                            
        (in millions)           Consolidated     Westinghouse     Excluding
                                                 Segment          Westinghouse
                                                                  
        Net income (loss)
        attributable to         $  113.2        $  (12.0  )      $  125.2  
        Shaw
        Interest expense           11.6             10.1             1.5
        Depreciation and           19.0             -                19.0
        amortization
        Provision for              (1.3    )        (10.5  )         9.2
        income taxes
        Income taxes on           0.3          0.7          (0.4   )
        unconsolidated subs
        EBITDA                  $  142.8      $  (11.7  )    $  154.5  
                                                                  
RECONCILIATION OF EBITDA CALCULATION FOR THE THREE MONTHS ENDED AUGUST 31,
2011
                                
                                Q-4 FY 2011
                                                                
        (in millions)           Consolidated     Westinghouse     Excluding
                                                 Segment          Westinghouse
                                                                  
        Net income (loss)
        attributable to         $  (90.3   )     $  (58.4  )      $  (31.9  )
        Shaw
        Interest expense           11.8             10.3             1.5
        Depreciation and           18.8             -                18.8
        amortization
        Provision for              (46.0   )        (33.7  )         (12.3  )
        income taxes
        Income taxes on           2.8          1.7          1.1    
        unconsolidated subs
        EBITDA                  $  (102.9  )   $  (80.1  )    $  (22.8  )
                                                                            


REGULATION G DISCLOSURES
The Shaw Group Inc. defines EBITDA 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. Although it is calculated
using components derived from our GAAP financial statements, EBITDA itself is
not a GAAP measure. The following table reflects the company’s calculation of
EBITDA and EBITDA percentage. Calculations of EBITDA should not be viewed as a
substitute for calculations under GAAP, including cash flow from operations,
operating income and net income. In addition, EBITDA calculations by one
company may not be comparable to EBITDA calculations made by another company.


                                                       
RECONCILIATION OF EBITDA CALCULATION FOR THE FISCAL YEAR ENDED AUGUST 31, 2012
                                
                                FY 2012
                                                                
        (in millions)           Consolidated     Westinghouse     Excluding
                                                 Segment          Westinghouse
                                                                  
        Net income (loss)
        attributable to         $  198.9        $  14.0         $  184.9  
        Shaw
        Interest expense           46.9             40.6             6.3
        Depreciation and           74.4             -                74.4
        amortization
        Provision for              45.0             (1.6    )        46.6
        income taxes
        Income taxes on           10.4         8.0          2.4    
        unconsolidated subs
        EBITDA                  $  375.6      $  61.0       $  314.6  
                                                                  
RECONCILIATION OF EBITDA CALCULATION FOR THE FISCAL YEAR ENDED AUGUST 31, 2011
                                
                                FY 2011
                                                                
        (in millions)           Consolidated     Westinghouse     Excluding
                                                 Segment          Westinghouse
                                                                  
        Net income (loss)
        attributable to         $  (175.0  )     $  (105.8  )     $  (69.2  )
        Shaw
        Interest expense           47.1             41.6             5.5
        Depreciation and           73.9             -                73.9
        amortization
        Provision for              (106.8  )        (75.3   )        (31.5  )
        income taxes
        Income taxes on           15.7         13.2         2.5    
        unconsolidated subs
        EBITDA                  $  (145.1  )   $  (126.3  )   $  (18.8  )
                                                                            


REGULATION G DISCLOSURES
The Shaw Group Inc. defines total adjusted cash as the sum of cash and cash
equivalents, restricted and escrowed cash and cash equivalents, short-term
investments and restricted short-term investments. These accounts include the
amount of cash that can be accessed in a matter of days.


                                                       
RECONCILIATION OF TOTAL ADJUSTED CASH AS OF AUGUST 31, 2012
                                                              
        (in thousands)                                        Q-4 FY 2012
                                                              
        Cash and cash equivalents                             $ 1,091,883
        Restricted and escrowed cash and cash equivalents       9,187
        Short-term investments                                  296,732
        Restricted short-term investments                      24,161
        Total Adjusted Cash                                   $ 1,421,963
                                                              
RECONCILIATION OF TOTAL ADJUSTED CASH AS OF AUGUST 31, 2011
                                                              
        (in thousands)                                        Q-4 FY 2011
                                                              
        Cash and cash equivalents                             $ 674,080
        Restricted and escrowed cash and cash equivalents       38,721
        Short-term investments                                  226,936
        Restricted short-term investments                      277,316
        Total Adjusted Cash                                   $ 1,217,053

Contact:

The Shaw Group Inc.
Media and Financial Contact:
Gentry Brann, 225-987-7372
gentry.brann@shawgrp.com
 
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