SHAW GROUP INC (Form: 10-K, Received: 10/19/2012 15:23:50)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF

THE SHAW GROUP INC. AND SUBSIDIARIES

Reports of Independent Registered Public Accounting Firm:
— Report on Internal Control over Financial Reporting as of August 31, 2012 — KPMG LLP	F-2
— Report on the 2012, 2011 and 2010 Consolidated Financial Statements — KPMG LLP	F-3
Consolidated Statements of Operations for the Fiscal Years Ended August 31, 2012, 2011, and 2010	F-4
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended August 31, 2012, 2011, and 2010	F-5
Consolidated Balance Sheets as of August 31, 2012 and 2011	F-6
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended August 31, 2012, 2011 and 2010	F-7
Consolidated Statements of Cash Flows for the Fiscal Years Ended August 31, 2012, 2011, and 2010	F-8
Notes to Consolidated Financial Statements	F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

The Shaw Group Inc.:

We have audited The Shaw Group Inc.’s internal control over financial reporting as of August 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Shaw Group Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying 2012 Annual Report on Form 10-K. Our responsibility is to express an opinion on The Shaw Group Inc.’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The Shaw Group Inc. maintained, in all material respects, effective internal control over financial reporting as of August 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Shaw Group Inc. and subsidiaries as of August 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended August 31, 2012, and our report dated October 19, 2012 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Baton Rouge, Louisiana

October 19, 2012

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

The Shaw Group Inc.:

We have audited the accompanying consolidated balance sheets of The Shaw Group Inc. and subsidiaries as of August 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended August 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Shaw Group Inc. and subsidiaries as of August 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended August 31, 2012, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Shaw Group Inc.’s internal control over financial reporting as of August 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated October 19, 2012 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Baton Rouge, Louisiana

October 19, 2012

F-3

THE SHAW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Year ended August 31,
	2012			2011			2010
Revenues	$	6,008,435		$	5,937,734		$	6,984,042
Cost of revenues		5,580,471			5,741,392			6,414,826
Gross profit		427,964			196,342			569,216
Selling, general and administrative expenses		276,338			273,512			288,014
Gain on disposal of E&C assets		83,315			—			—
Impairment of note receivable		—			48,133			—
Operating income (loss)		234,941			(125,303	)		281,202
Interest expense		(6,315	)		(5,528	)		(5,754	)
Interest expense on Japanese Yen-denominated bonds including accretion and amortization		(40,633	)		(41,568	)		(38,121	)
Interest income		5,436			16,629			13,717
Foreign currency transaction gains (losses) on Japanese Yen-denominated bonds, net		40,837			(159,006	)		(131,584	)
Other foreign currency transaction gains (losses), net		255			7,702			3,320
Other income (expense), net		5,530			6,155			8,313
Income (loss) before income taxes and earnings (losses) from unconsolidated entities		240,051			(300,919	)		131,093
Provision (benefit) for income taxes		44,971			(106,765	)		37,987
Income (loss) before earnings (losses) from unconsolidated entities		195,080			(194,154	)		93,106
Income from 20% Investment in Westinghouse, net of income taxes		12,334			20,915			6,986
Earnings (losses) from unconsolidated entities, net of income taxes		3,909			5,354			91
Net income (loss)		211,323			(167,885	)		100,183
Less: Net income (loss) attributable to noncontrolling interests		12,407			7,131			18,185
Net income (loss) attributable to Shaw	$	198,916		$	(175,016	)	$	81,998

Net income (loss) attributable to Shaw per common share :
Basic	$	2.95		$	(2.18	)	$	0.98
Diluted	$	2.90		$	(2.18	)	$	0.96

Weighted average shares outstanding:
Basic		67,462			80,223			84,041
Diluted		68,536			80,223			85,834

See accompanying notes to consolidated financial statements.

F-4

THE SHAW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

	Year ended August 31,
	2012			2011			2010
Net income (loss)	$	211,323		$	(167,885	)	$	100,183
Currency translation adjustment, net gain (loss) arising during period		(22,507	)		11,880			(5,610	)
Equity in unconsolidated entities other comprehensive income (loss), net of Shaw’s tax of $11,398, $(9,749) and $7,411		(18,053	)		15,573			(11,640	)
Net derivatives gain (loss) on hedge transactions, net of tax of $(5,298), $(2,380) and $729		8,391			3,803			(1,144	)
Defined benefit plans
Change in unrecognized net actuarial pension gains (losses)		(6,767	)		9,408			(5,129	)
Change in unrecognized net prior service pension costs		342			43			40
Change due to deconsolidation		2,637			—			—
Income taxes on unrecognized defined benefit plans		1,492			(2,388	)		2,258
Total		(2,296	)		7,063			(2,831	)
Unrealized gain (loss) on available for sale securities, net of tax of $(17), $373 and $(348)		26			(596	)		546
Comprehensive income (loss)		176,884			(130,162	)		79,504
Less: Comprehensive income (loss) attributable to noncontrolling interests		12,407			7,131			18,185
Comprehensive income (loss) attributable to Shaw	$	164,477		$	(137,293	)	$	61,319

See accompanying notes to consolidated financial statements.

F-5

THE SHAW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	At August 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents ($92.2 million and $78.6 million related to variable interest entities (VIEs))	$	1,091,883		$	674,080
Restricted and escrowed cash and cash equivalents		9,187			38,721
Short-term investments ($3.0 million and $7.8 million related to VIEs)		296,732			226,936
Restricted short-term investments		24,161			277,316
Accounts receivable, including retainage, net ($22.7 million and $7.5 million related to VIEs)		416,489			772,242
Inventories		273,784			245,044
Costs and estimated earnings in excess of billings on uncompleted contracts, including claims		492,563			552,502
Deferred income taxes		351,494			367,045
Investment in Westinghouse		968,296			999,035
Prepaid expenses and other current assets		55,837			138,260
Total current assets		3,980,426			4,291,181

Investments in and advances to unconsolidated entities, joint ventures and limited partnerships		6,160			14,768
Property and equipment, net of accumulated depreciation of $376.3 million and $347.3 million		511,677			515,811
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 on uncompleted contracts		1,223,991			1,535,037
Japanese Yen-denominated bonds secured by Investment in Westinghouse		1,640,497			1,679,836
Interest rate swap contract on Japanese Yen-denominated bonds		13,370			27,059
Short-term debt and current maturities of long-term debt		10,416			349
Total current liabilities		3,905,158			4,397,561
Long-term debt, less current maturities		5,271			630
Deferred income taxes		49,887			70,437
Other liabilities		54,656			81,152
Total liabilities		4,014,972			4,549,780

Contingencies and commitments (Note 15)

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 issued, respectively; and 66,425,168 and 71,306,382 shares outstanding, respectively		1,355,235			1,321,278
Retained earnings		527,371			328,455
Accumulated other comprehensive loss		(139,361	)		(104,922	)
Treasury stock, 26,591,241 and 20,404,720 shares, respectively		(791,868	)		(639,704	)
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

See accompanying notes to consolidated financial statements.

F-6

THE SHAW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

	2012						2011						2010
	Shares			Amount			Shares			Amount			Shares			Amount

Preferred stock		—		$	—			—		$	—			—		$	—

Common stock
Balance September 1		91,711,102		$	1,321,278			90,669,011		$	1,283,890			89,316,057		$	1,237,727
Exercise of stock options		709,900			16,015			490,116			11,007			784,124			16,226
Shares exchanged for taxes on stock based compensation		(226,578	)		(6,090	)		(265,141	)		(9,187	)		(225,018	)		(6,576	)
Tax benefit on stock based compensation					2,782						2,915			—			1,590
Stock-based compensation		821,985			21,250			817,116			32,653			793,848			34,923
Balance August 31		93,016,409		$	1,355,235			91,711,102		$	1,321,278			90,669,011		$	1,283,890

Retained earnings
Balance September 1				$	328,455					$	503,471					$	421,473
Net income (loss) attributable to Shaw					198,916						(175,016	)					81,998
Balance August 31				$	527,371					$	328,455					$	503,471

Accumulated other comprehensive income (loss)
Currency translation adjustment
Balance September 1				$	(3,652	)				$	(15,532	)				$	(9,922	)
Change during year					(22,507	)					11,880						(5,610	)
Balance August 31				$	(26,159	)				$	(3,652	)				$	(15,532	)
Equity in unconsolidated entities other comprehensive income (loss), net of Shaw’s tax
Balance September 1				$	(50,724	)				$	(66,297	)				$	(54,657	)
Change during year					(18,053	)					15,573						(11,640	)
Balance August 31				$	(68,777	)				$	(50,724	)				$	(66,297	)
Unrealized gain (loss) on hedging activities
Balance September 1				$	(16,558	)				$	(20,361	)				$	(19,217	)
Change during year					8,391						3,803						(1,144	)
Balance August 31				$	(8,167	)				$	(16,558	)				$	(20,361	)
Unrealized net holding gain (loss) on securities
Balance September 1				$	(50	)				$	546					$	—
Change during year					26						(596	)					546
Balance August 31				$	(24	)				$	(50	)				$	546
Pension and other postretirement benefit plans
Balance September 1				$	(33,938	)				$	(41,001	)				$	(38,170	)
Change during year					(2,296	)					7,063						(2,831	)
Balance August 31				$	(36,234	)				$	(33,938	)				$	(41,001	)
Balance August 31				$	(139,361	)				$	(104,922	)				$	(142,645	)

Treasury stock at cost
Balance September 1		(20,404,720	)	$	(639,704	)		(5,755,949	)	$	(117,453	)		(5,709,249	)	$	(116,113	)
Purchases under repurchase plans		(6,185,567	)		(152,143	)		(14,633,454	)		(521,768	)		—			—
Shares exchanged for taxes on stock-based compensation		(954	)		(21	)		(15,317	)		(483	)		(46,700	)		(1,340	)
Balance August 31		(26,591,241	)	$	(791,868	)		(20,404,720	)	$	(639,704	)		(5,755,949	)	$	(117,453	)

Total Shaw shareholders’ equity at August 31				$	951,377					$	905,107					$	1,527,263

Noncontrolling interests
Balance September 1				$	32,147					$	47,124					$	24,691
Net income (loss)					12,407						7,131						18,185
Distributions to noncontrolling interests					(7,599	)					(12,887	)					(14,757	)
Contributions from noncontrolling interests					4,149						1,441						8,975
Adjustment for deconsolidation of VIE(s)					—						(10,662	)					—
Acquisition of noncontrolling interests					—						—						10,030
Balance August 31				$	41,104					$	32,147					$	47,124

Total equity at August 31				$	992,481					$	937,254					$	1,574,387

See accompanying notes to consolidated financial statements.

F-7

THE SHAW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	2012			2011			2010
Cash flows from operating activities:
Net income (loss)	$	211,323		$	(167,885	)	$	100,183
Adjustments to reconcile net gain (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization		74,394			73,891			62,787
Asset impairment charges		157			51,730			421
(Benefit from) provision for deferred income taxes		14,308			(34,836	)		(14,507	)
Stock-based compensation expense		42,796			34,180			34,923
(Earnings) losses from unconsolidated entities, net of taxes		(16,243	)		(26,269	)		(7,077	)
Distributions from unconsolidated entities		31,492			38,475			24,678
Taxes paid upon net-share settlement of equity awards		(6,090	)		(9,187	)		(6,576	)
Excess tax benefits from stock based compensation		(2,138	)		(3,444	)		(1,934	)
Foreign currency transaction (gains) losses, net		(41,092	)		151,304			128,264
Gain on disposal of E&C assets		(83,315	)		—			—
Other noncash Items		5,378			12,410			12,976
Changes in assets and liabilities, net of effects of acquisitions and consolidation of variable interest entities:
(Increase) decrease in receivables		306,733			38,810			(30,231	)
(Increase) decrease in costs and estimated earnings in excess of billings on uncompleted contracts, including claims		12,652			68,146			(31,643	)
(Increase) decrease in inventories		(29,181	)		(16,083	)		33,355
(Increase) decrease in other current assets		93,348			(84,704	)		(13,885	)
Increase(decrease) in accounts payable		(125,571	)		(36,779	)		22,751
Increase (decrease) in accrued liabilities		(33,353	)		(26,867	)		(38,141	)
Increase (decrease) in advanced billings and billings in excess of costs and estimated earnings on uncompleted contracts		(276,017	)		51,467			182,841
Net change in other assets and liabilities		(49,792	)		6,167			7,395
Net cash provided by (used in) operating activities		129,789			120,526			466,580

Cash flows from investing activities:
Purchases of property and equipment		(78,631	)		(101,838	)		(194,382	)
Proceeds from sale of businesses and assets, net of cash surrendered		295,461			3,005			24,297
Investment(s) in notes receivable		—			(48,336	)		—
Investment in, advances to and return on equity from unconsolidated entities and joint ventures		(798	)		520			15,197
Purchases of variable interest entity debt		—			—			(19,915	)
Cash deposited into restricted and escrowed cash		(104,273	)		(895,137	)		(105,350	)
Cash withdrawn from restricted and escrowed cash		137,380			885,079			156,409
Purchases of short-term investments		(206,918	)		(664,311	)		(1,117,553	)
Proceeds from sale and redemption of short-term investments		286,034			991,058			899,835
Purchases of restricted short-term investments		(150,539	)		(307,728	)		(307,483	)
Proceeds from sale of restricted short term investments		252,627			344,976			90,609
Purchases of business, net of cash acquired		—			(34,557	)		—
Net cash provided by (used in) investing activities		430,343			172,731			(558,336	)

Cash flows from financing activities:
Purchase of treasury stock		(152,164	)		(522,251	)		(1,340	)
Repayment of debt and capital leases		(349	)		(4,624	)		(24,343	)
Contingent consideration paid		(3,591	)		—			—
Payment of deferred financing costs		(16	)		(6,670	)		(9,721	)
Issuance of common stock		16,015			11,007			16,226
Excess tax benefits from exercise of stock options and vesting of restricted stock		2,138			3,444			1,934
Contributions received from noncontrolling interest		4,149			1,441			8,975
Distributions paid to noncontrolling interest		(7,599	)		(12,887	)		(14,757	)
Net cash provided by (used in) financing activities		(141,417	)		(530,540	)		(23,026	)

Net effects on cash of deconsolidations		(1,054	)		(12,805	)		—
Effects of foreign exchange rate changes on cash		142			11,432			(1,620	)
Net change in cash and cash equivalents		417,803			(238,656	)		(116,402	)

Cash and cash equivalents — beginning of year		674,080			912,736			1,029,138
Cash and cash equivalents — end of year	$	1,091,883		$	674,080		$	912,736

See accompanying notes to consolidated financial statements.

F-8

THE SHAW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Business and Summary of Significant Accounting Policies

The Shaw Group Inc. (a Louisiana corporation) and its wholly owned and majority owned subsidiaries (collectively referred to herein as Shaw, the Company, we, us or our) is a leading global provider of technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management services to a diverse client base that includes multinational and national oil companies and industrial corporations, regulated utilities, and U.S. Government agencies. We have developed and acquired significant intellectual property, including induction pipe bending technology and environmental decontamination technologies. We believe our technologies provide an advantage and will help us to compete on a longer-term basis with lower cost competitors from developing countries that are likely to emerge.

We have evaluated all events and transactions occurring after the balance sheet date but before the financial statements were issued and have included the appropriate disclosures in this Annual Report on Form 10-K.

Basis of Presentation and Preparation

The accompanying consolidated financial statements include the accounts of The Shaw Group Inc., its wholly-owned and majority-owned subsidiaries, and any variable interest entities (VIEs) of which we are the primary beneficiary (See Note 8 - Equity Method Investments and Variable Interest Entities). When we do not have a controlling interest in an entity, but exert a significant influence over the entity, we apply the equity method of accounting. The cost method is used when we do not have the ability to exert significant influence. All significant intercompany balances and transactions have been eliminated in consolidation.

The preparation of these Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Areas requiring significant estimates by our management include the following:

•

contract revenues, costs and profits and the application of percentage-of-completion method of accounting;

•

provisions for uncollectible receivables and client claims and recoveries of costs from subcontractors, vendors and others;

•

recoverability of inventories and application of lower of cost or market accounting;

•

provisions for income taxes and related valuation allowances and tax uncertainties;

•

recoverability of goodwill;

•

recoverability of other intangibles and long-lived assets and related estimated lives;

•

recoverability of equity method and cost method investments;

•

valuation of defined benefit pension plans;

•

accruals for estimated liabilities, including litigation and insurance accruals;

•

consolidation of variable interest entities; and

•

valuation of stock-based compensation.

Actual results could differ materially from those estimates.

The length of our contracts varies but is typically longer than one year in duration. Consistent with industry practice, assets and liabilities have been classified as current under the operating cycle concept whereby all contract-related items are regarded as current regardless of whether cash will be received or paid within a 12-month period. Assets and liabilities classified as current that may not be paid or received in cash within the next 12 months include restricted cash, retainage receivable, cost and estimated earnings in excess of billing on uncompleted contracts (including claims receivable), retainage payable and advance billings and billings in excess of costs and estimated earnings on uncompleted contracts.

F-9

Nature of Operations and Types of Contracts

Our work is performed under two general types of contracts: cost-reimbursable plus a fee or mark-up contracts and fixed-price contracts, both of which may be modified by cost escalation provisions or other risk sharing mechanisms and incentive and penalty provisions. Each of our contracts may contain components of more than one of the contract types discussed below. During the term of a project, the contract or components of the contract may be renegotiated to include characteristics of a different contract type. We focus our EPC activities on a cost-reimbursable basis plus a fee or mark-up and negotiated fixed-price work, each as defined below. When we negotiate any type of contract, we frequently are required to accomplish the scope of work and meet certain performance criteria within a specified timeframe; otherwise, we could be assessed damages, which in some cases are agreed-upon liquidated damages.

Our cost-reimbursable contracts include the following:

•

Cost-plus and Time and Material contracts — A contract under which we are reimbursed for allowable or otherwise defined costs incurred plus a fee or mark-up. The contracts may also include incentives for various performance criteria, including quality, timeliness, ingenuity, safety and cost-effectiveness. In addition, our costs are generally subject to review by our clients and regulatory audit agencies, and such reviews could result in costs being disputed as non-reimbursable under the terms of the contract.

•

Target-price contract — A contract under which we are reimbursed for costs plus a fee consisting of two parts: (1) a fixed amount, which does not vary with performance, but may be at risk when a target price is exceeded; and (2) an award amount based on the performance and cost-effectiveness of the project. As a result, we are generally able to recover cost overruns on these contracts from actual damages for late delivery or the failure to meet certain performance criteria. Target-price contracts also generally provide for sharing of costs in excess of or savings for costs less than the target. In some contracts, we may agree to share cost overruns in excess of our fee, which could result in a loss on the project.

Our fixed-price contracts include the following:

•

Firm fixed-price contract — May include contracts in which the price is not subject to any cost or performance adjustments and contracts where certain risks are shared with clients such as labor costs or commodity pricing changes. As a result, we may benefit or be penalized for cost variations from our original estimates. However, these contract prices may be adjusted for changes in scope of work, new or changing laws and regulations and other events negotiated.

•

Maximum price contract — A contract that provides at the outset for an initial target cost, an initial target profit and a price ceiling. The price is subject to cost adjustments incurred, but the adjustment would generally not exceed the price ceiling established in the contract. In addition, these contracts usually include provisions whereby we share cost savings with our clients.

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Unit-price contract — A contract under which we are paid a specified amount for every unit of work performed. A unit-price contract is essentially a firm fixed-price contract with the only variable being the number of units of work performed. Variations in unit-price contracts include the same type of variations as firm fixed-price contracts. We are normally awarded these contracts on the basis of a total price that is the sum of the product of the specified units and the unit prices.

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Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less to be cash equivalents.

Marketable Securities

We categorize our marketable securities as either trading securities or available-for-sale. These investments are recorded at fair value and are classified as short-term investments in the accompanying consolidated balance sheets. Investments are made based on the Company’s investment policy and restrictions contained in our Facility, which specifies eligible investments and credit quality requirements.

Trading securities consist of investments held in trust to satisfy obligations under our deferred compensation plans and investments in certain equity securities. The changes in fair values on trading securities are recorded as a component of net income (loss) in other income (expense), net.

Available-for-sale securities consist of mutual funds, foreign government and foreign government guaranteed securities, corporate bonds and certificates of deposit at major banks. The changes in fair values, net of applicable taxes, on available-for-sale securities are recorded as unrealized net holding gain (loss) on securities as a component of accumulated other comprehensive income (loss) in shareholders’ equity. When, in the opinion of management, a decline in the fair value of an investment below its cost or amortized cost is considered to be other-than-temporary, the investment’s cost or amortized cost is written-down to its fair value and the amount written down is recorded in the statement of operations in other income (expense), net. In addition to other relevant factors, management considers the decline in the fair value of an investment to be other-than-temporary if the market value of the investment remains below cost by a significant amount for a period of time, in which case a write-down may be necessary. The amount of any write-down is determined by the difference between cost or amortized cost of the investment and its fair value at the time the other-than-temporary decline is identified.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount based on contracted prices. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. Our principal clients are major multinational and national oil companies and industrial corporations, regulated utilities, and U.S. Government agencies. We believe that in most cases our exposure to credit risk is mitigated through client prepayments, collateralization and guarantees.

We establish an allowance for uncollectible accounts based on the assessment of the clients’ ability to pay. In addition to any reserves established for customers’ inability to pay, there are often items in dispute or being negotiated that may require us to make an estimate as to the ultimate outcome. To the extent these items have been billed but collection is not probable, we reduce billings in excess of costs and estimated earnings on uncompleted contracts. For unbilled items, we recognize the probable estimated impact as a reduction in estimated revenue at completion with a resulting impact to billings in excess of costs and estimated earnings on uncompleted projects. Past due receivable balances are written off when our internal collection efforts have been unsuccessful in collecting the amounts due.

Retainage, included in accounts receivable, represents amounts withheld from progress billings by our clients and may not be paid to us until the completion of a project and, in some instances, for even longer periods. Retainage may also be subject to restrictive conditions such as performance or fulfillment guarantees.

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts, Including Claims, and Advanced Billings and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

In accordance with normal practice in the construction industry, we include in current assets and current liabilities amounts related to construction contracts realizable and payable over a period in excess of one year. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract costs and profits recognized to date using the percentage-of-completion method over billings to date on certain contracts. Billings in excess of costs and estimated earnings on uncompleted contracts represents the excess of billings to date over the amount of contract costs and profits recognized to date using the percentage-of-completion method on certain contracts.

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Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) or weighted-average cost methods. Cost includes material, labor and overhead costs. Inventories are reported net of the allowance for excess or obsolete inventory.

Property and Equipment

Property and equipment are recorded at cost. Additions and improvements (including interest costs for construction of certain long-lived assets) are capitalized. We incur maintenance costs on all of our major equipment. Maintenance and repair expenses are charged to expense as incurred. The cost of property and equipment sold or otherwise disposed of and the related accumulated depreciation are eliminated from the property and related accumulated depreciation accounts and any gain (loss) is credited or charged to other income (expense), net.

The straight-line depreciation method is used for all our assets. Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives:

Transportation equipment (years)	2	-	15
Furniture, fixtures and software (years)	2	-	5
Machinery and equipment (years)	2	-	18
Buildings and improvements (years)	2	-	40

Investments

We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control of, an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We record our share of the investee’s earnings or losses as income from 20% investment in Westinghouse, net of income taxes, or as earnings (losses) from unconsolidated entities, net of income taxes in the accompanying consolidated statements of operations. We record our share of the investee’s other comprehensive income (loss), net of income taxes, in the accompanying consolidated statements of shareholders’ equity and consolidated statements of comprehensive income (loss). We evaluate our equity method investments for impairment at least annually and whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of an investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment.

Where we are unable to exercise significant influence over the investee, or when our investment balance is reduced to zero from our proportionate share of losses, the investments are accounted for under the cost method. Under the cost method, investments are carried at cost and adjusted only for other-than-temporary declines in fair value, distributions of earnings, or additional investments.

Impairment of note receivable

During the first quarter of fiscal year 2011, in connection with a global alliance with Toshiba, Shaw committed to invest $250.0 million in support of ABWR nuclear power related projects. The first $100.0 million was made available as a secured credit facility to the entity developing ABWR nuclear power plant reactors for the South Texas Projects 3and 4. The credit facility was intended to convert to equity in the project’s sponsor upon the satisfaction of certain conditions, including the project receiving full notice to proceed. At May 31, 2011 and subsequent to the earthquakes and tsunami in Fukushima, Japan, we had advanced approximately $48.1 million under this credit facility. During the three months ended May 31, 2011, the project sponsor asked that we cease the majority of the work relating to individual orders issued under our EPC contract jointly obtained with Toshiba. Additionally, the project sponsors’ majority owner announced it was withdrawing from further financial participation in that company, and a major municipal utility announced it would indefinitely suspend all discussions regarding a potential agreement to purchase the power from the proposed facilities. Due to these changes, we reviewed the security supporting the loans outstanding (primarily partially manufactured equipment) and we wrote-off during fiscal year 2011 loans granted to the project entities totaling $48.1 million. We have not and do not plan to make additional investments in ABWR related projects.

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Long-Lived Assets

Long-lived assets, such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and exceeds its fair value. If circumstances require a long-lived asset be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (March 1 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Examples of instances that may cause us to test our goodwill for impairment between the annual testing periods include: (i) continued deterioration of market and economic conditions that may adversely impact our ability to meet our projected results; (ii) declines in our stock price caused by continued volatility in the financial markets that may result in increases in our weighted-average cost of capital or other inputs to our goodwill assessment; and (iii) the occurrence of events that may reduce the fair value of a reporting unit below its carrying amount, such as the sale of a significant portion of one or more of our reporting units. The annual impairment test for goodwill is a two-step process involving the comparison of the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired; therefore, the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, we perform second step of the goodwill impairment test to measure the amount of impairment loss to be recorded, as necessary.

Intangible Assets

Our intangible assets are related to various licenses, patents, technology and related processes. The costs of these assets are amortized over their estimated useful lives, which range from three to seven years. The method of amortization reflects the expected realization pattern of the economic benefits relevant to the intangible assets, or if we are unable to determine the expected realization pattern reliably, they are amortized using the straight-line method. We also have intangible assets related to client relationships and non-compete agreements which are associated with acquisitions we have completed and are amortized over a three- to ten-year period on a straight-line basis. We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. Should the review indicate that the carrying value is not fully recoverable; the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss.

Assets of Deferred Compensation Plans

We account for the assets of our Deferred Compensation Plans held in Rabbi Trusts for the benefit of the Chief Executive Officer pursuant to his employment agreement and separately, for the benefit of key employees, as trading assets. Our Rabbi Trust deposits are accounted for in accordance with ASC 710, Compensation – General. Trading assets are stated at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings.

Revenue and Profit/Loss Recognition Under Long-Term Construction Accounting Including Claims, Unapproved Change Orders and Incentives

Our revenues are primarily derived from long-term contracts that are reported on the percentage-of-completion method of accounting in accordance with ASC 605-35, Construction-Type and Production-Type Contracts.

Percentage of Completion . We recognize revenues for long-term contracts on the percentage-of-completion method, primarily based on costs incurred to date compared with total estimated contract costs. Performance incentives are included in our estimates of revenues using the percentage-of-completion method when their realization is reasonably assured. Cancellation fees are included in our estimates of revenue using the percentage-of-completion method when the cancellation notice is received from the client.

Provisions for estimated losses on uncompleted contracts are made in the period in which the losses are identified. The cumulative effect of changes to estimated contract profit and loss, including those arising from contract penalty provisions such as liquidated damages, final contract settlements, warranty claims and reviews of our costs performed by clients, are recognized in the period in which the revisions are identified. To the extent that these adjustments result in a reduction or elimination of previously reported profits, we report such a change by recognizing a charge against current earnings, which might be significant depending on the size of the project or the adjustment.

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Unapproved Change Orders and Claims . Revenues and gross profit on contracts can be significantly affected by change orders and claims that may not be ultimately negotiated until the later stages of a contract or subsequent to the date a contract is completed. We account for unapproved change orders depending on the circumstances. If it is not probable that the costs will be recovered through a change in contract price, the costs attributable to change orders are treated as contract costs without incremental revenue. If it is probable that the costs will be recovered through a change order, the costs are treated as contract costs and contract revenue is recognized to the extent of the costs expected to be incurred. If it is probable that the contract price will be adjusted by an amount that exceeds the costs attributable to the change order and the amount of the excess can be reliably estimated and realization is assured and supported by a legally binding written communication for the customer, the contract profit is adjusted by the amount of the excess.

When estimating the amount of total gross profit or loss on a contract, we include claims related to our clients as adjustments to revenues and claims related to vendors, subcontractors and others as adjustments to cost of revenues. Including claims in this calculation ultimately increases the gross profit (or reduces the loss) that would otherwise be recorded without consideration of the claims. Our claims against others are recorded up to costs incurred and include no profit until such time as they are finalized and approved. The claims included in determining contract gross profit are less than the actual claim that will be or has been presented. Claims are included in costs and estimated earnings in excess of billings on our consolidated balance sheets. The costs attributable to change orders and claims being negotiated or disputed with clients, vendors, or subcontractors or subject to litigation are included in our estimates of revenues when it is probable they will result in additional contract revenues and the amount can be reasonably estimated. Profit from such unapproved change orders and claims is recorded in the period such amounts are settled or approved. Back charges and claims against and from our vendors, subcontractors, and others are included in our cost estimates as a reduction or increase in total estimated costs when recovery or payment of the amounts are probable and the costs can be reasonably estimated.

Revenue Recognition — Contract Segmenting

Certain of our long-term contracts include services performed by more than one operating segment, particularly EPC contracts which include pipe and module fabrication and steel erection services performed by our F&M segment. We allocate revenues, costs and gross profit to our significant F&M subcontracts based upon the segmenting criteria in ASC 605-35. Revenues recorded in our F&M segment under this policy are based on our prices and terms for such similar services to third party clients. This policy may result in different interim rates of profitability for each segment of the affected EPC contract than if we had recognized revenues on a percentage-of-completion for the entire project based on the combined estimated total costs of all EPC and pipe fabrication and steel erection services.

Other Revenue Recognition and Profit and Loss Estimates

For unit-priced pipe fabrication contracts, a unit (spool) consists of piping materials and associated shop labor to form a prefabricated unit according to contract specifications. Spools are generally shipped to job site locations when complete. We recognize revenues upon shipment of the fabricated spools for unit-price fabrication contracts. For fixed-price fabrication contracts, we recognize revenues on the units of delivery basis of applying the percentage-of-completion method, measured primarily by the cost of materials shipped to total estimated costs. During the fabrication process, all direct and indirect costs related to the fabrication process are capitalized as work in progress inventory. We recognize revenues for pipe fittings, manufacturing operations and other services at the time of shipment or as services are performed.

Revenue is recognized from consulting services as the work is performed. Consulting service work is primarily performed on a cost-reimbursable basis. Revenues related to royalty use of our performance enhancements derived from our chemical technologies are recorded in the period earned based on the performance criteria defined in the related contracts. For running royalty agreements, we recognize revenues based on client production volumes at the contract specified unit rates. Sales of paid-up license agreements are coupled with the sale of engineering services for the integration of the technology into the clients’ processes. For paid-up license agreements, revenue is recognized using the percentage-of-completion method, measured primarily by the percentage of costs incurred to date on engineering services to total estimated engineering costs. Under such agreements, revenues available for recognition on a percentage-of-completion basis are limited to the agreement value less a liability provision for contractually specified process performance guarantees. The liability provision is recorded in gross profit when, and if, the related performance testing is successfully completed or an assessment indicates a reduction of the liability provision is appropriate.

For contracts containing multiple deliverables, we analyze each activity within the contract to ensure that we adhere to the separation and revenue recognition guidelines of ASC 605, Revenue Recognition. For service-only contracts, and service elements of multiple deliverable arrangements, award fees are recognized only when definitized and awarded by the client. Award fees on construction contracts are recognized during the term of the contract based on our estimate of the amount of fees to be awarded.

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Accounting for Governmental Contracts

Most of the services provided to the U.S. government are governed by cost-reimbursable contracts. Generally, these contracts contain both a base fee (a fixed amount applied to our actual costs to complete the work) and an award fee (an amount applied to definitized costs, which is subject to our client’s discretion and tied to the specific performance measures defined in the contract, such as adherence to schedule, health and safety, quality of work, responsiveness, cost performance and business management). Award fees on construction contracts are recognized during the term of the contract based on our estimate of the amount of fees to be awarded.

Revenue is recorded at the time services are performed, and such revenues include base fees, actual direct project costs incurred, and an allocation of indirect costs. Indirect costs are applied using rates approved by our government clients. The general, administrative and overhead cost reimbursement rates are estimated periodically in accordance with government contract accounting regulations and may change based on actual costs incurred or based upon the volume of work performed. Revenue is reduced for our estimate of costs that either are in dispute with our client or have been identified as potentially unallowable per the terms of the contract or the federal acquisition regulations.

Cost Estimates

Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Indirect costs, included in cost of revenues, include charges for such items as facilities, engineering, project management, quality control, bid and proposals and procurement. Pre-contract costs are generally expensed when incurred. Pre-contract costs incurred in anticipation of a specific contract award are deferred when the costs can be directly associated with a specific anticipated contract and their recoverability from that contract is probable.

Selling, General and Administrative Expenses

Our S,G&A expenses represent overhead expenses that are not associated with the execution of the contracts. S,G&A expenses include charges for such items as executive management, business development, proposal expenses, information technology, finance and corporate accounting, human resources and various other corporate functions.

Derivative Instruments and Hedging Activities

We account for derivative instruments and hedging activities in accordance with ASC 815, Derivatives and Hedging, which requires entities to recognize all derivative instruments as either assets or liabilities on the balance sheet at their respective fair values. If the derivative instrument is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative instrument are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Recognized gains or losses on derivative instruments entered into to manage foreign exchange risk are included in foreign currency transaction gains (losses) on Japanese Yen-denominated bonds, net or in other foreign currency transaction gains (losses), net, in the consolidated statements of operations.

We do not enter into derivative instruments for speculative or trading purposes. We utilize forward foreign exchange contracts to reduce our risk from foreign currency price fluctuations related to firm or anticipated sales transactions, commitments to purchase or sell equipment, materials and/or services and interest payments denominated in a foreign currency. The net gain (loss) recognized in earnings from our hedges was approximately $(2.0) million, $4.7 million and $2.8 million at August 31, 2012, 2011 and 2010, respectively.

Other Comprehensive Income (Loss)

ASC 220, Comprehensive Income, establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. We report, net of tax, foreign currency translation adjustments, unrealized gains and losses on derivative instruments accounted for as cash flow hedges, changes in our net pension liabilities, our equity in Westinghouse’s pre-tax other comprehensive income (loss) and unrealized gains and losses on securities as components of other comprehensive income (loss).

Foreign Currency Translation

Our significant foreign subsidiaries maintain their accounting records in their local currency (primarily British pounds and Mexican pesos). All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholders’ equity accounts are translated at historical rates. The net effect of foreign currency translation adjustments is included in shareholders’ equity as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.

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Foreign Currency Transactions

Foreign currency transaction gains or losses are credited or charged to income as incurred. Transaction gains reflected in income were approximately $0.3 million, $7.7 million and $3.3 million for the fiscal years 2012, 2011 and 2010, respectively. Additionally, during fiscal years 2012, 2011 and 2010, we incurred foreign currency transaction gains (losses) on the Westinghouse Bonds associated with our Investment in Westinghouse of approximately $40.8 million, $(159.0) million and $(131.6) million, respectively, resulting from revaluing the JPY-denominated Westinghouse Bonds to the USD equivalent at the end of the period.

Insurance Programs

Our employee-related health care benefits program is self-funded up to a maximum amount per claim. Claims in excess of this maximum are insured through stop-loss insurance policies. Our workers’ compensation, automobile and general liability insurance is provided through a premium plan with a deductible applied to each occurrence. Claims in excess of our deductible are paid by the insurer. The liabilities are based on claims filed and estimates of claims incurred but not reported. As of August 31, 2012 and August 31, 2011, liabilities for unpaid and incurred but not reported claims for all insurance programs totaling approximately $54.3 million and $57.5 million, respectively, are included in other accrued liabilities in the accompanying consolidated balance sheets.

Deferred Financing Costs

We defer qualifying debt issuance costs, which are amortized over the term of the related debt. Unamortized deferred financing costs are included in non-current other assets on the consolidated balance sheets and related amortization expense is included in interest expense in the accompanying consolidated statements of operations. See Note 10 — Debt and Revolving Lines of Credit for additional information.

Share-Based Compensation

We account for share-based payments, including grants of employee stock options, restricted stock-based awards and performance cash units, in accordance with ASC 718, Compensation-Stock Compensation, which requires that all share-based payments (to the extent they are compensatory) be recognized as an expense in our consolidated statements of operations based on their fair values and the estimated number of shares we ultimately expect to vest. We recognize share-based compensation expense on a straight-line basis over the service period of the award, which is generally four years for awards granted in fiscal year 2011 and prior and three years for awards granted in fiscal year 2012.

Share-based compensation cost for both equity and liability-classified awards included in net income (loss) amounted to approximately $42.8 million, $34.1 million and $34.9 million for the years ended August 31, 2012, 2011 and 2010, respectively. ASC 718 requires that excess tax benefits related to equity-classified stock options and restricted stock-based awards be reflected as financing cash inflows. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was approximately $10.7 million, $12.0 million and $10.5 million for the years ended August 31, 2012, 2011 and 2010, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We include any estimated interest and penalties on tax related matters in income taxes payable, included in other accrued liabilities on the consolidated balance sheets. We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are recorded in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits in provision (benefit) for income taxes.

Contingencies and Commitments

Liabilities for loss contingencies, including environmental remediation costs not within the scope of ASC 410, Asset Retirement and Environmental Obligations, arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

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LandBank Assets

LandBank, a subsidiary of our E&I segment, remediates previously acquired environmentally impaired real estate. The real estate was recorded at cost, typically reflecting some degree of discount due to environmental issues related to the real estate. We had approximately $50.7 million of such real estate assets recorded in other assets on the accompanying balance sheets at August 31, 2012, as compared to approximately $51.7 million at August 31, 2011. We also record an environmental liability for properties held by LandBank if funds are received from transactions separate from the original purchase to pay for environmental remediation costs. We recognize gains and losses on sales of these assets when the sales transaction is complete.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values because of their short-term nature. The fair value of long-term notes receivable approximates the carrying value based on estimated discounted future cash flows using the current rates at which similar loans would be made. The fair value of fixed rate bonds approximates the carrying value based on estimated current rates available to us for bonds of the same maturities. The fair value of our floating rate bonds approximates the carrying value. Our foreign currency forward contracts and interest rate swap liability are recorded at their fair values. See Note 4 — Fair Value Measurements for additional information.

Acquisitions

In January 2011, we completed an acquisition for a net purchase price of $23 million that was not material individually to our overall consolidated financial statements and our results of operations. This acquisition was a step-acquisition in which we acquired the other 50% of an equity method investee, which increased our ownership to 100%. We determined the acquisition date fair value of our existing 50% equity interest under the income approach and recorded a gain of $2.4 million in the year ended August 31, 2011, as a result of remeasuring our existing 50% equity interest to fair value.

On March 7, 2011, we acquired 100% of the outstanding common stock of Coastal Planning & Engineering, Inc. (CPE). CPE, based in Boca Raton, Fla., offers a full range of services including coastal modeling, oceanographic measurements, marine biology, geotechnical surveys, hydrographic surveys and marine geology. CPE’s 27-year history of coastal projects includes beach nourishment and island restoration following hurricanes and other erosion, offshore sand inventory and ship maneuvering studies for new and existing ports. The value of this stock purchase transaction includes a cash payment of $15.7 million, contingent consideration of $9.7 million and other purchase price adjustments, for a total purchase price of $25.7 million. As a result of the acquisition, we recognized goodwill of $17.9 million and other intangible assets of $3.9 million in fiscal year 2011. As of August 31, 2012, $3.6 million of the contingent consideration has been paid. CPE’s results of operations are included in our E&I segment. Acquisition-related costs are expensed as incurred and are included in our selling, general and administrative expenses on our consolidated statements of operations.

Divestitures

On August 31, 2012, we completed our previously announced divestiture of substantially all of the business of the E&C segment to Technip S.A. (the “E&C Sale”) for approximately $290.0 million in cash, which resulted in a net gain of approximately $95.1 million related to this transaction.

Also on August 31, 2012, the E&C segment’s Toronto-based operations that were not included in the E&C Sale filed for bankruptcy. The directors of these subsidiaries determined that the companies had insufficient income and assets to continue as ongoing operations. A trustee in bankruptcy has been appointed, and the first meeting of creditors was held on September 24, 2012. We recorded a loss for the fiscal year of $11.8 related to the deconsolidation of these Toronto-based operations, which is included in the gain on disposal of E&C assets line on our consolidated statement of operations. The deconsolidation had no significant impact on the consolidated balance sheet or statement of cash flows.

Remaining in the E&C segment as of August 31, 2012, are our obligations under an engineering, procurement and construction contract associated with a large ethylene plant in southeast Asia that is nearing completion. We also retained certain consulting services provided to the energy and petrochemical market, which were incorporated into our E&I segment.

Transaction Agreement

On July 30, 2012, we announced that we signed a Transaction Agreement with Chicago Bridge & Iron Company N.V. (CB&I) under which CB&I will acquire us in a cash and stock transaction valued at approximately $3.2 billion based on the trading price of CB&I common stock as of October 15, 2012 (Transaction Agreement). Under the terms of the Transaction Agreement, CB&I will acquire Shaw for $41.00 in cash and 0.12883 shares of CB&I common stock for each common share of Shaw stock owned.

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We currently expect to complete the Transaction during the first quarter of calendar 2013. The Transaction is subject to certain regulatory approvals, the approval of CB&I’s shareholders and the approval of our shareholders through the affirmative vote of (i) the holders of at least 75% of the outstanding shares of common stock entitled to vote on the matter (Supermajority Threshold), which excludes shares owned by any person that, together with its affiliates, beneficially owns in the aggregate 5% or more of the outstanding shares of our common stock as of the record date, other than any trustee of the Shaw 401(k) Plan (Related Person), as well as (ii) at least a majority of the voting power present, each in accordance with our Articles of Incorporation.

The Transaction is also subject to a number of additional conditions, including, but not limited to, the consummation of the sale to Technip S.A. of substantially all of the E&C business, which was completed on August 31, 2012; the valid exercise of the Westinghouse Put Options, which were exercised on October 6, 2012; our possession of at least $800 million of unrestricted cash (as “Unrestricted Cash” is defined in the Transaction Agreement), as of the closing date; EBITDA (as “Company EBITDA” is defined in the Transaction Agreement) for the period of four consecutive fiscal quarters ending prior to the closing date of the Transaction of not less than $200 million; and net indebtedness for borrowed money (as “Net Indebtedness for Borrowed Money” is defined in the Transaction Agreement) not exceeding $100 million as of the closing date of the Transaction. The Transaction Agreement also restricts, among other items, our ability to increase borrowings, repurchase shares, and pay dividends.

Following our announcement of the signed Transaction Agreement, several shareholders filed purported class action suits against Shaw, its directors, CB&I, and in some cases, against CB&I’s acquisition subsidiary. The plaintiffs generally allege breach of fiduciary duties of care and loyalty to Shaw shareholders because of, among other claims, inadequate consideration to be paid by CB&I for Shaw common stock. We believe these lawsuits are without merit and intend to contest them vigorously.

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Recently Adopted Accounting Pronouncements

In January 2010, the FASB issued an Accounting Standards Update (ASU) related to new disclosures about fair value measurements, ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). Part of this standard was effective for us in the first quarter of our 2011 fiscal year and did not have a material impact on our consolidated financial statements. We adopted the additional requirement to reconcile recurring Level 3 measurements, including purchases, sales, issuances and settlements on a gross basis effective September 1, 2011. The adoption of the final part of ASU 2010-06 did not have a material impact on our consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718) – Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 amends FASB Accounting Standards Codification ™ (ASC) 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. We adopted ASU 2010-13 effective September 1, 2011. The adoption of ASU 2010-13 did not have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-28, Intangibles – Goodwill and Other (Topic 350), related to the way companies test for impairment of goodwill. Pursuant to ASU 2010-28, goodwill of the reporting unit is not impaired if the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount. In that event, the second step of the impairment test is not required. However, if the carrying amount of a reporting unit is zero or negative, the second step of the impairment test is required to be performed to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists. In considering whether it is more likely than not that goodwill impairment exists, a company must evaluate whether there are qualitative factors that could adversely affect goodwill. Consistent with the prior requirements, this test must be performed annually or, if an event occurs or circumstances exist that indicate that it is more likely than not that goodwill impairment exists, in the interim. We adopted ASU 2010-28 effective September 1, 2011. The adoption of ASU 2010-28 did not have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also require a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is during fiscal year 2012. The adoption of ASU 2010-29, effective September 1, 2011, did not have a material impact on our consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 primarily changes the wording used to describe the requirements for measuring fair value and for disclosing information about fair value measurement and clarifies the FASB’s intent about the application of existing fair value measurement requirements. We adopted ASU 2011-04 effective March 1, 2012. The adoption of ASU 2011-04 did not have a material impact on our consolidated financial statements.

In September 2011, the FASB issued ASU 2011-09 Compensation – Retirement Benefits – Multiemployer Plans (Subtopic 715-80) – Disclosures about an Employer’s Participation in a Multiemployer Plan. ASU 2011-09 requires that employers provide additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. ASU 2011-09 is effective for us in fiscal year 2012 and must be applied retrospectively for all prior periods presented. See Note 18, Employee Benefit Plans, for the multiemployer plan disclosure resulting from adoption of ASU 2011-09.

Recent Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income. ASU 2011-05 provides an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 is effective for us in fiscal year 2013. We do not expect the adoption of ASU 2011-05 to have a material impact on our consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08 – Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment. ASU 2011-08 provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. ASU 2011-08 is effective for us in fiscal year 2013. Early adoption is permitted; however, we have not yet adopted it. We do not expect the adoption of ASU 2011-08 to have a material impact on our consolidated financial statements.

F-19

Note 2 — Cash, Cash Equivalents and Short-term Investments

All short-term investments consist of highly liquid investments which can be promptly converted to cash or cash equivalents, without restriction. Our major types of investments are as follows:

Money market mutual funds – We invest in money market funds that seek to maintain a stable net asset value of $1 per share, while limiting overall exposure to credit, market and liquidity risks.

Certificates of deposit – Certificates of deposit are short-term interest-bearing debt instruments issued by various financial institutions with which we have an established banking relationship.

Bond mutual funds – We invest in publicly traded and valued bond funds.

Corporate bonds – We evaluate our corporate debt securities based on a variety of factors including, but not limited to, the credit rating of the issuer. Our corporate debt securities are publicly traded debt rated at least A/A2 or better by S&P and/or Moody's, respectively, with maturities up to two years at the time of purchase. Losses in this category are primarily due to market liquidity.

At August 31, 2012, the components of our cash, cash equivalents and short-term investments were as follows (in thousands):

										Balance Sheet Classifications
	Cost Basis		Unrealized Gain		Unrealized (Loss)			Recorded Basis		Cash and Cash Equivalents		Short-term Investments

Cash	$	932,628	$	—	$	—		$	932,628	$	932,628	$	—
Money market mutual funds		154,982		—		—			154,982		154,982		—
Certificates of deposit		257,766		—		—			257,766		4,273		253,493
Available-for-sale securities:
Bond mutual funds		20,734		—		(69	)		20,665		—		20,665
Corporate bonds		22,537		46		(9	)		22,574		—		22,574
Total	$	1,388,647	$	46	$	(78	)	$	1,388,615	$	1,091,883	$	296,732

At August 31, 2011, the components of our cash, cash equivalents and short-term investments were as follows (in thousands):

										Balance Sheet Classifications
	Cost Basis		Unrealized Gain		Unrealized (Loss)			Recorded Basis		Cash and Cash Equivalents		Short-term Investments

Cash	$	653,979	$	—	$	—		$	653,979	$	653,979	$	—
Money market mutual funds		17,350		—		—			17,350		17,350		—
Certificates of deposit		211,910		—		—			211,910		2,751		209,159
Available-for-sale securities:
Corporate bonds		17,853		40		(116	)		17,777		—		17,777
Total	$	901,092	$	40	$	(116	)	$	901,016	$	674,080	$	226,936

Gross realized gains and losses from sales of available-for-sale securities are determined using the specific identification method and are included in other income (expense), net. During the fiscal year ending August 31, 2012, the proceeds and realized gains and losses were as follows (in thousands):

Proceeds	$	16,452
Realized gains	$	1
Realized losses	$	—

There were no transfers of securities between available for sale and trading classifications during the fiscal year ending August 31, 2012.

We evaluate whether unrealized losses on investments in securities are other-than-temporary, and if we believe the unrealized losses are other-than-temporary, we record an impairment charge. There were no material other-than-temporary impairment losses recognized during the fiscal ending August 31, 2012.

At August 31, 2012, there were no gross unrealized losses on investment securities in a continuous loss position for which we have not recognized an impairment charge.

F-20

At August 31, 2012, maturities of debt securities classified as available-for-sale were as follows (in thousands):

	Cost Basis		Estimated Fair Value
Due in one year or less	$	13,273	$	13,292
Due in one to two years		9,264		9,282
Total	$	22,537	$	22,574

Note 3 — Restricted and Escrowed Cash and Cash Equivalents and Restricted Short-term Investments

At August 31, 2012, the components of our restricted and escrowed cash and cash equivalents and restricted short-term investments were as follows (in thousands):

						Balance Sheet Classification
	Recorded Basis		Holding Period (Loss)			Restricted and Escrowed Cash and Cash Equivalents		Restricted Short-term Investments
Cash	$	3,259	$	—		$	3,259	$	—
Money market mutual funds		5,928		—			5,928		—
Certificates of deposit		—		—			—		—
Trading securities:
Stock and bond mutual funds		9,506		692			—		9,506
U.S. government and agency securities		603		(14	)		—		603
Corporate bonds		14,052		(529	)		—		14,052
Total	$	33,348	$	149		$	9,187	$	24,161

At August 31, 2011, the components of our restricted and escrowed cash and cash equivalents and restricted short-term investments were as follows (in thousands):

						Balance Sheet Classification
	Recorded Basis		Holding Period (Loss)			Restricted and Escrowed Cash and Cash Equivalents		Restricted Short-term Investments
Cash	$	16,358	$	—		$	16,358	$	—
Money market mutual funds		22,363		—			22,363		—
Certificates of deposit		252,627		—			—		252,627
Trading securities:
Stock and bond mutual funds		6,473		272			—		6,473
U.S. government and agency securities		1,806		(82	)		—		1,806
Corporate bonds		16,410		(390	)		—		16,410
Total	$	316,037	$	(200	)	$	38,721	$	277,316

Our restricted and escrowed cash and cash equivalents and restricted short-term investments were restricted for the following (in thousands):

	August 31, 2012		August 31, 2011
Contractually required by projects	$	1,628	$	14,696
Voluntarily used to secure letters of credit		—		252,627
Secure contingent obligations in lieu of letters of credit		—		20,626
Assets held in trust and other		31,720		28,088
Total	$	33,348	$	316,037

We may voluntarily cash collateralize certain letters of credit if the bank fees avoided on those letters of credit exceed the return on other investment opportunities, as we have done so in prior years. However, we have no such collateralization as of August 31, 2012. We have the ability to promptly convert, without restriction, any amounts we may choose to utilize to voluntarily secure letters of credit or to secure contingent obligations in lieu of letters of credit, to unrestricted cash by utilizing a portion of our $1,450.0 million Facility available for the issuance of letters of credit. See Note 10 – Debt and Revolving Lines of Credit for additional information about our Facility.

F-21

Note 4 — Fair Value Measurements

We follow the authoritative guidance set forth in ASC 820, Fair Value Measurements and Disclosures, for fair value measurements relating to financial and nonfinancial assets and liabilities, including presentation of required disclosures in our consolidated financial statements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy, which requires maximizing the use of observable inputs when measuring fair value.

The three levels of inputs that may be used are:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Significant unobservable inputs that are not corroborated by market data.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

At August 31, 2012, our financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

			Fair Value Measurements Using
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Assets:

Short-term and Restricted Short-term Investments
Certificates of deposit	$	253,493	$	—	$	253,493	$	—
Stock and bond mutual funds (a)		30,171		30,171		—		—
U.S. government and agency securities		603		—		603		—
Corporate bonds		36,626		—		36,626		—
Total	$	320,893	$	30,171	$	290,722	$	—

Liabilities:
Interest rate swap contract	$	13,370	$	—	$	13,370	$	—
Derivatives Not Designated as Hedging Instruments:
Other Current Assets
Foreign currency forward assets	$	1,482	$	—	$	1,482	$	—
Other Accrued Liabilities
Foreign currency forward liabilities	$	158	$	—	$	158	$	—

(a)

This class includes investments in a mutual fund that invests at least 80% of its assets in short-term bonds issued or guaranteed by U.S. government agencies and instrumentalities.

At August 31, 2011, our financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

			Fair Value Measurements Using
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Assets:

Short-term and Restricted Short-term Investments
Certificates of deposit	$	461,786	$	—	$	461,786	$	—
Stock and bond mutual funds (a)		6,473		6,473		—		—
U.S. government and agency securities		1,806		—		1,806		—
Corporate bonds		34,187		—		34,187		—
Total	$	504,252	$	6,473	$	497,779	$	—

Liabilities:
Interest rate swap contract	$	27,059	$	—	$	27,059	$	—

Derivatives Not Designated as Hedging Instruments:
Other Current Assets
Foreign currency forward assets	$	1,955	$	—	$	1,955	$	—
Other Accrued Liabilities
Foreign currency forward liabilities	$	16	$	—	$	16	$	—

(a)

This class includes investments in a mutual fund that invests at least 80% of its assets in short-term bonds issued or guaranteed by U.S. government agencies and instrumentalities.

F-22

The following are the primary valuation methodologies used for valuing our short-term and restricted short-term investments:

Corporate bonds and U.S. government and agency securities: Valued at quoted prices in markets that are not active, broker dealer quotations or other methods by which all significant inputs are observable, either directly or indirectly.

Stock and bond mutual funds: Valued at the net asset value of shares held at period end as quoted in the active market. These mutual funds contain no unusual terms or trade restrictions.

Equity investments: Valued at the closing price of the shares held at period end as quoted in active markets.

We value the interest rate swap liability utilizing a discounted cash flow model that takes into consideration forward interest rates observable in the market and the counterparty’s credit risk. Our counterparty to this instrument is a major U.S. bank. As discussed in Note 10 —Debt and Revolving Lines of Credit, we designated the swap as a hedge against changes in cash flows attributable to changes in the benchmark interest rate related to our Westinghouse Bonds.

We manage our transaction exchange exposures with foreign currency derivative instruments denominated in our major currencies, which are generally the currencies of the countries in which we conduct the majority of our international business. We utilize derivative instruments such as forward contracts to manage forecasted cash flows denominated in foreign currencies generally related to engineering and construction projects. Our counterparties to these instruments are major U.S. banks. These currency derivative instruments are carried on the consolidated balance sheet at fair value and are based upon market observable forward exchange rates and forward interest rates.

We value derivative assets by discounting future cash flows based on currency forward rates. The discount rate used for valuing derivative assets incorporates counterparty credit risk, as well as our cost of capital. Derivative liabilities are valued using a discount rate that incorporates our credit risk.

See Note 2 – Cash, Cash Equivalents and Short-term Investments and Note 3 – Restricted and Escrowed Cash and Cash Equivalents and Restricted Short-term Investments for additional information regarding our major categories of investments.

See Note 9 – Goodwill and Other Intangibles for information regarding assets measured at fair value on a non-recurring basis.

Effects of Derivative Instruments on Income and Other Comprehensive Income

Gains and losses related to derivative instruments have been recognized as follows (in millions):

	Location of Gain (Loss) Recognized in Income on Derivatives	2012			2011		2010
Derivatives Designated as Hedging Instruments:
Interest rate swap contract	Other comprehensive income (loss)	$	8.4		$	3.8	$	(1.1	)
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward contracts	Other foreign currency transactions gains (losses), net	$	(2.0	)	$	4.7	$	2.8

Note 5 —Accounts Receivable, Concentrations of Credit Risk, and Inventories

Accounts Receivable

Our accounts receivable, including retainage, net, were as follows (in thousands):

	August 31, 2012		August 31, 2011
Trade accounts receivable, net	$	405,061	$	732,134
Unbilled accounts receivable		821		23,116
Retainage		10,607		16,992
Total accounts receivable, including retainage, net	$	416,489	$	772,242

F-23

Analysis of the change in the allowance for doubtful accounts follows (in thousands):

	2012			2011
Beginning balance, September 1	$	22,350		$	21,774
Increased provision		6,810			7,117
Write offs		(3,991	)		(2,522	)
Recovery		(8,208	)		(3,886	)
Other		(157	)		(133	)
Ending balance, August 31	$	16,804		$	22,350

Included in our trade accounts receivable, net at August 31, 2012, and 2011, were approximately $9.0 million of outstanding invoices due from a local government entity resulting from revenues earned in providing disaster relief, emergency response and recovery services. The local government entity challenged the appropriateness of our invoiced amounts, but recently we reached an agreement with the entity that, if the terms are met, will resolve the collection of outstanding invoices and the litigation. Pursuant to this agreement, the local government entity has submitted a request for federal funding necessary to satisfy the net outstanding accounts receivable amount. While the terms of the agreement are in place, we remain in litigation with the government entity. The amounts we ultimately collect could differ materially from amounts currently recorded.

At August 31, 2011, we had approximately $227.1 million included in trade receivables, net, for an air quality control (AQC) project, primarily related to periodic costs and milestone reconciliation invoices. During the three months ended November 30, 2011, we received a payment of $68.0 million from the client related to the outstanding trade receivables. On June 5, 2012, we reached a settlement with the client of all claims and counterclaims on the AQC project. As a result of the settlement, we recorded a $20.1 million charge to earnings in the three months ended May 31, 2012. On June 11, 2012, we collected approximately $107 million in cash, representing all of the remaining net accounts receivable associated with the project. See Note 15 – Contingencies and Commitments for additional information.

Concentrations of Credit

Amounts due from U.S. government agencies or entities were $51.0 million and $64.3 million at August 31, 2012, and August 31, 2011, respectively. Costs and estimated earnings in excess of billings on uncompleted contracts include $242.8 million and $278.6 million at August 31, 2012, and August 31, 2011, respectively, related to the U.S. government agencies and related entities.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the FIFO or weighted-average cost methods. Cost includes material, labor and overhead costs. Inventories are reported net of the allowance for excess or obsolete inventory. Major components of inventories were as follows (in thousands):

	August 31,
	2012						2011
	Weighted Average		FIFO		Total		Weighted Average		FIFO		Total
Raw materials	$	19,355	$	139,178	$	158,533	$	16,040	$	118,516	$	134,556
Work in process		3,679		30,278		33,957		2,878		25,483		28,361
Finished goods		81,294		—		81,294		82,127		—		82,127
Total	$	104,328	$	169,456	$	273,784	$	101,045	$	143,999	$	245,044

Note 6 — Property and Equipment:

Property and equipment consisted of the following (in thousands):

	August 31,
	2012			2011
Transportation equipment	$	21,919		$	14,778
Furniture, fixtures and software		154,862			172,030
Machinery and equipment		372,658			293,896
Buildings and improvements		237,097			241,896
Assets acquired under capital leases		2,328			2,756
Land		16,542			14,769
Construction in progress		82,619			122,988
Subtotal		888,025			863,113
Less: accumulated depreciation		(376,348	)		(347,302	)
Property and equipment, net	$	511,677		$	515,811

F-24

Assets acquired under capital leases, net of accumulated depreciation, were $1.1 million and $1.3 million at August 31, 2012, and 2011, respectively. If the assets acquired under capital leases transfer title at the end of the lease term or contain a bargain purchase option, the assets are amortized over their estimated useful lives; otherwise, the assets are amortized over the respective lease term. Depreciation and amortization expense of $74.4 million, $73.9 million and $62.8 million for the fiscal years ended August 31, 2012, 2011, and 2010, respectively, is included in cost of revenues and selling, general and administrative expenses in the accompanying consolidated statements of operations.

At August 31, 2012 and 2011, construction in progress consisted primarily of deposits on heavy equipment to be used on some of our power projects.

Note 7 —Investment in Westinghouse and Related Agreements

Investment in Westinghouse

On October 16, 2006, two newly-formed companies, Toshiba Nuclear Energy Holdings (US), Inc. and its subsidiaries and Toshiba Nuclear Energy Holdings (UK), Ltd. and its subsidiaries (the Acquisition Companies) acquired BNFL USA Group Inc. (also referred to as Westinghouse Electric Company LLC) and Westinghouse Electric UK Limited and their subsidiaries (collectively Westinghouse or WEC) from British Nuclear Fuels plc (BNFL). Westinghouse was owned and capitalized to a total of $5.4 billion, 77% provided by Toshiba, 20% by our wholly owned special purpose subsidiary Nuclear Energy Holdings LLC (NEH) and 3% by Ishikawajima-Harima Heavy Industries Co., Ltd (IHI). In October 2007, Toshiba reduced its ownership to 67% by selling 10% of Westinghouse to National Atomic Company Kazatomprom, a major supplier of uranium based in the Republic of Kazakhstan. Our total cost of the equity investment (Westinghouse Equity) and the related agreements, including related acquisition costs, was approximately $1.1 billion. We obtained financing for our equity investment through the Japanese private placement market by issuing, at a discount, 128.98 billion JPY (equivalent to approximately $1.08 billion at the time of issuance) face amount of limited recourse bonds (the Westinghouse Bonds).

Put Option Agreements

In connection and concurrent with the acquisition of our Investment in Westinghouse, we entered into JPY-denominated Put Option Agreements (Put Options) that provide us an option to sell all or part of our 20% equity interest in Westinghouse to Toshiba for approximately 97% of the original JPY-equivalent purchase price, approximately 124.7 billion JPY. Under its terms, the Put Options are exercisable through February 28, 2013, but covenants under the Westinghouse Bonds require us to exercise the Put Option on the date that is 160 days prior to March 15, 2013, (October 6, 2012) if, by such date, the Westinghouse Bonds have not been repaid. The Put Options provided financial support to NEH to issue the Westinghouse Bonds on a non-recourse basis to us (except NEH) as the Westinghouse Bonds are collateralized exclusively by the security addressed below in the section “Westinghouse Bonds.” If, due to legal reasons or other regulatory constraints, Toshiba cannot take possession of the shares upon our exercise of the Put Options, Toshiba is required to provide security for the Westinghouse Bonds for a period of time and may delay the transfer of ownership and settlement of the Westinghouse Bonds by NEH. The Put Options may only be exercised once, and any proceeds received from the Put Options must be used to repay the Westinghouse Bonds.

Since the Put Options exercise price is JPY-denominated, we will receive a fixed amount of JPY (approximately 124.7 billion JPY) upon the exercise of the Put Options. The Put Options, along with the Principal LC (defined below), substantially mitigate the risk to the holders of the Westinghouse Bonds that the JPY to U.S. dollar exchange rate changes could result in a shortfall of proceeds upon exercise of the Put Options for repayment of the Westinghouse Bonds.

Under U.S. GAAP, the Put Options are not considered free-standing financial instruments or derivative instruments, and, therefore, have not been separated from our equity investment in Westinghouse. The Put Options are JPY-denominated and do not require or permit net settlement. Therefore, neither the Put Options nor the foreign currency component meet the definition of a derivative instrument under ASC 815 and, therefore, are not separated from the host contract (the hybrid equity investment in Westinghouse with a JPY-denominated put option).

On October 6, 2012, NEH exercised its Put Options to sell the Westinghouse Equity to Toshiba. Under the terms of the put option agreements, the Put Options will be cash settled 90 days thereafter, in January 2013, with the proceeds deposited in trust to fund retirement of the Westinghouse Bonds on March 15, 2013.

Commercial Relationship Agreement

In connection and concurrent with the acquisition of our investment in Westinghouse, we executed a commercial relationship agreement (Westinghouse CRA) that provided us with certain exclusive opportunities to bid on projects where we would perform engineering, procurement and construction services on future Westinghouse advanced passive AP 1000 nuclear power plants, along with other commercial opportunities, such as the supply of piping for those units. We concluded that, for accounting purposes, no value should be allocated to the Westinghouse CRA and that it should not be recognized as a separate asset. The Westinghouse CRA terminated upon exercise of the Put Options on October 6, 2012.

F-25

Shareholder Agreement and Dividend Policy

On October 4, 2006, NEH entered into shareholder agreements with respect to the Acquisition Companies setting forth certain agreements regarding the capitalization, management, control and other matters relating to the Acquisition Companies. Under the shareholder agreements, the Acquisition Companies will distribute agreed percentages, no less than 65%, but not to exceed 100%, of the net income of Westinghouse to its shareholders as dividends. The shares owned by NEH will be entitled to limited preferences with respect to dividends to the extent that targeted minimum dividends are not distributed. The intent of this policy is that for each year of the first six years we hold our 20% equity investment in Westinghouse we expect to receive a minimum of approximately $24.0 million in dividends. To the extent the targeted dividend amount during this period is not paid or an amount less than the target is paid, we retain the right to receive any annual shortfall to the extent Westinghouse earns net income equal to or exceeding the targeted income in the future. Our right to receive any shortfalls between the targeted dividends to which we are entitled and those actually paid by Westinghouse during the first six years of our investment (or such shorter period in the event of earlier termination) survives the exercise or expiration of the Put Options or the sale of our Westinghouse Investment, although this right is dependent on Westinghouse earning net income equal to or exceeding the target income at some future time. NEH has received dividends totaling approximately $119.4 million to date. Dividends received are accounted for as a reduction of NEH’s Investment in Westinghouse carrying value. Shortfalls in target minimum Westinghouse dividends are not recorded in our financial statements until declared by Westinghouse. We will be entitled to receive dividends associated with our Westinghouse investment until the settlement of the Put Option, January 4, 2013. However, any dividend shortfall will continue to be payable to us. At August 31, 2012, the dividend shortfall totaled approximately $12.6 million.

Westinghouse Bonds

The proceeds from the issuance of the Westinghouse Bonds was approximately $1.0 billion, net of original issue discount. The Westinghouse Bonds are non-recourse to us and our subsidiaries, except NEH, and are secured by the assets of and 100% of our ownership in NEH, its Westinghouse Equity, the Put Options, a letter of credit for approximately $54.7 million at August 31, 2012, established by us for the benefit of NEH related to the principal on the Westinghouse Bonds (the Principal LC) and the additional letters of credit for approximately $38.2 million at August 31, 2012, for the benefit of NEH related to interest on the Westinghouse Bonds (the Interest LC). The Interest LC automatically renewed in declining amounts equal to the interest remaining to be paid over the life of the Westinghouse Bonds, until we exercised the Put Options on October 6, 2012, which requires the payment of the Westinghouse Bonds. The Westinghouse Bonds were issued in two tranches, a floating-rate tranche and a fixed-rate tranche, and will mature March 15, 2013. We entered into contracts to fix the JPY-denominated interest payments on the floating rate tranche. (See Note 10 — Debt and Revolving Lines of Credit for additional discussion of the accounting for these contracts.) Other than the Principal LC and the Interest LC delivered at the closing of the Westinghouse Bonds and an agreement to reimburse Toshiba for amounts related to possible changes in tax treatment, we are not required to provide any additional letters of credit or cash to or for the benefit of NEH.

Note 8 — Equity Method Investments and Variable Interest Entities

Under ASC 810-10, a partnership or joint venture is considered a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

If the entity is determined to be a VIE, we assess whether we are the primary beneficiary and whether we need to consolidate the entity. ASC 810-10, as amended by ASU 2009-17, requires companies to utilize a qualitative approach to determine if it is the primary beneficiary of a VIE. A company is deemed to be the primary beneficiary and must consolidate its partnerships and joint ventures if the company has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The contractual agreements that define the ownership structure and equity investment at risk, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties are used to determine if the entity is a VIE and whether we are the primary beneficiary and must consolidate the entity. Additionally, we consider all parties that have direct or implicit variable interests when determining whether we are the primary beneficiary. Upon the occurrence of certain events outlined in ASC 810-10, we reassess our initial determination of whether the entity is a VIE and whether consolidation is required. If consolidation of the VIE or joint venture is not required, we generally account for these joint ventures using the equity method of accounting with our share of the earnings (losses) from these investments reflected in one line item on the consolidated statement of operations.

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The majority of our partnerships and joint ventures are VIEs because the total equity investment is typically nominal and not sufficient to permit the entity to finance its activities without additional subordinated financial support. However, some of the VIEs do not meet the consolidation requirements of ASC 810-10 because we are not deemed to be the primary beneficiary. Some of our VIEs have debt, but the debt is typically non-recourse in nature. At times, our participation in VIEs requires agreements to provide financial or performance assurances to clients.

ASC 810-10, as amended, requires that we continuously assess whether we are the primary beneficiary of our VIEs. Accordingly, we analyzed all of our VIEs at August 31, 2012, and classified them into two groups:

·	Joint ventures that should be consolidated because we hold the majority voting interest or because they are VIEs and we are the primary beneficiary, and

·	Joint ventures that should not be consolidated because we hold a minority voting interest or because they are VIEs, but we are not the primary beneficiary.

Consolidated Joint Ventures

The following table presents the total assets and liabilities of our consolidated joint ventures (in thousands):

	August 31,
	2012		2011
Cash and cash equivalents	$	92,176	$	78,577
Net accounts receivable		22,664		7,537
Other current assets		185,124		174,584
Non-current assets		57,277		50,038
Total assets	$	357,241	$	310,736

Accounts and subcontractors payable	$	69,619	$	91,293
Billings in excess of costs and accrued earnings		24,315		27,831
Accrued expenses and other		101,826		97,102
Total liabilities	$	195,760	$	216,226

Total revenues of the consolidated ventures were $894.7 million for the twelve months ended August 31, 2012, respectively, as compared to $695.1 million for the twelve months ended August 31, 2011, respectively.

For the twelve months ended August 31, 2012 and 2011, there were no material changes in our ownership interests in our consolidated joint ventures. In addition, we have immaterial amounts of other comprehensive income attributable to the noncontrolling interests.

Generally, the assets of our consolidated joint ventures are restricted for use only in the joint venture and are not available for general corporate purposes.

The following is a summary of our significant consolidated VIE at August 31, 2012:

In November 1993, Shaw-Nass Middle East, W.L.L. (Shaw-Nass) was created to support the fabrication and distribution of pipe in the Middle East and is located in Bahrain. We acquired a 49% equity interest in the joint venture, and have made advances to the entity and have issued interest bearing loans to fund working capital and to finance certain equipment purchases. This entity which is included in our Fabrication & Manufacturing (F&M) segment had total assets of approximately $21.4 million and total liabilities of $4.6 million at August 31, 2012. The creditors of Shaw-Nass, which are currently limited to vendors and suppliers, do not have recourse to our general credit. Our maximum exposure to loss is limited to our equity interest of $8.4 million at August 31, 2012.

In January 2011, Kings Bay Support Services, LLC (KBSS) was created to propose and execute a Base Operations Support Services contract at Naval Submarine Base, Kings Bay, GA . KBSS was awarded the contract and began operations on December 1, 2011. We have a 65% membership interest in the entity, which is included in our E&I segment. KBSS had total assets of $17.6 million and total liabilities of $8.1 million as of August 31, 2012. The creditors of KBSS, which are currently limited to vendors and subcontractors, do not have recourse to our general credit. Our maximum exposure to loss is limited to our equity interest and amounts payable to Shaw for services provided to the entity.

In January 2010, Shaw SK Engineering & Construction Middle East Ltd. (Shaw SKEC) was created to own and support a pipe fabrication facility in the United Arab Emirates. Through its wholly owned subsidiary, Shaw Emirates Pipes Manufacturing LLC, it supports the fabrication and distribution of pipe in the Middle East. We have an equity interest of 56% in the Shaw SKEC joint venture and this entity is included in our F&M segment. At August 31, 2012, it had total assets of $45.8 million and total liabilities of $23.1 million. Our maximum exposure to loss is 59% and amounts payable to Shaw for services provided to the entity.

F-27

Unconsolidated Joint Ventures

We use the equity method of accounting for our unconsolidated joint ventures. Under GAAP, use of the equity method is appropriate in circumstances in which an investor has the ability to exercise significant influence over the operating and financial policies of an investee. GAAP presumes significant influence exists as a result of holding an investment of 20% or more in the voting stock of an investee, absent predominant evidence to the contrary. Management must exercise its judgment in determining whether a minority holder has the ability to exercise significant influence over the operating and financial policies of an investee. Under the equity method, we recognize our proportionate share of the net earnings of these joint ventures in two line items, Income from 20% Investment in Westinghouse, net of income taxes and earnings (losses) from other unconsolidated entities, in our consolidated statements of operations.

Investment in Westinghouse

Our most significant investment accounted for under the equity method is our wholly owned, special purpose subsidiary Nuclear Energy Holdings’ (NEH) 20% equity interest in Westinghouse. Factors supporting our assessment that we have the ability to exercise significant influence within Westinghouse include: (i) our CEO’s position as one of three Directors on the Boards of Directors of the companies comprising Westinghouse and ongoing participation in these Boards’ deliberations; (ii) NEH’s right to appoint a representative to an advisory committee (the Owner Board), whose functions are to advise as to the administration and supervision of matters regarding the Westinghouse Group and provide advice on other matters, including supervision of the business, and our ongoing exercise of that right; (iii) the material number of consortium agreements we have entered into with Westinghouse over time; (iv) our participation in periodic Westinghouse management reviews; and (v) the requirement that the Owner Board review and approve certain defined business transactions. We review the accounting treatment for this investment on a quarterly basis. Based upon our analysis of these factors and our expectations for the future, we concluded that no change from the equity method of accounting is warranted at August 31, 2012. We expect to continue accounting for this investment under the equity method until the put is settled and our investment is sold on or before January 4, 2013.

Westinghouse maintains its accounting records for reporting to its majority owner, Toshiba, on a calendar quarter basis with a March 31 fiscal year end. Financial information about Westinghouse’s operations is available to us for Westinghouse’s calendar quarter periods. We record our 20% interest of the equity earnings (loss) and other comprehensive income (loss) reported to us by Westinghouse two months in arrears of our current periods. Under this policy, our fiscal 2012, 2011 and 2010 equity in earnings include Westinghouse’s operations for the periods July 1 st , through June 30 th for the years 2012, 2011 and 2010.

F-28

Summarized unaudited financial information for Westinghouse, before applying our Westinghouse Equity Interest, was as follows (in thousands):

Balance Sheets	June 30, 2012		June 30, 2011
Current assets	$	2,978,882	$	2,862,722
Noncurrent assets		5,926,997		6,296,288
Current liabilities		2,231,662		2,404,446
Noncurrent liabilities		1,387,432		1,365,108
Noncontrolling interest		175,039		160,392

Statements of Operations	July 1, 2011 to June 30, 2012		July 1, 2010 to June 30, 2011		July 1, 2009 to June 30, 2010
Revenues	$	4,752,838	$	4,746,885	$	4,202,881
Gross profit		967,951		992,435		894,677
Income before income taxes		213,701		282,231		145,070
Net income attributable to shareholders		139,972		170,501		78,257

For all other jointly owned operations that are accounted for using the equity method of accounting, aggregated summarized financial information before applying our ownership interest is as follows (in thousands):

	August 31,
Balance Sheets	2012		2011
Current assets	$	41,562	$	60,180
Noncurrent assets		8,025		11,815
Current liabilities		34,071		38,129
Noncurrent liabilities		5,044		5,042

	For the Year Ended August 31,
Statements of Operations	2012		2011		2010
Revenues	$	142,237	$	157,164	$	62,939
Gross profit		20,894		23,731		6,078
Income (loss) from continuing operations before income taxes		19,679		20,723		(20	)
Net income (loss)		17,672		20,281		(11	)

Our investment in the Badger Licensing joint venture was sold as part of the E&C Sale on August 31, 2012. All statement of operations amounts above include this joint venture, as well as prior year balance sheet amounts. The August 31, 2012, balance sheet amounts do not include this joint venture.

Our investments in and advances to unconsolidated entities, joint ventures and limited partnerships and our overall percentage ownership of these ventures that are accounted for under the equity method were as follows (in thousands, except percentages):

	Ownership					August 31,
	Percentage					2012		2011
Investment in Westinghouse			20	%		$	968,296	$	999,035
Other	6	%	-	50	%		6,160		14,768
Total						$	974,456	$	1,013,803

Earnings (losses) from unconsolidated entities, net of income taxes, are summarized as follows (in thousands):

	For the Year Ended August 31,
	2012		2011		2010
Investment in Westinghouse, net of income taxes of $7,987, $13,185, and $8,666, respectively	$	12,334	$	20,915	$	6,986
Other unconsolidated entities, net of income taxes of $2,347, $2,542, and $406, respectively		3,909		5,354		91
Total	$	16,243	$	26,269	$	7,077

During fiscal year 2012, the Company teamed with NET Power, Exelon and Toshiba to begin development of a new gas-fired power generation technology called NET Power that will produce cost-effective power with little to no air emissions. The new technology is based on a high-pressure supercritical carbon dioxide oxyfuel power cycle. The primary byproduct is pipeline quality, high-pressure carbon dioxide, which can be used for enhanced oil recovery. We will acquire up to 50 percent of the NET Power LLC through a commitment to invest up to $50.4 million, contingent upon demonstration of technological feasibility, and will have exclusive rights to engineer, procure and construct NET Power plants. During fiscal year 2012 we invested $2.5 million for a 6.3% interest in NET Power LLC, including $2.3 million in cash and $0.2 million in in-kind engineering services. These cash and in-kind contributions were expensed as a component of loss from unconsolidated subsidiaries as technological feasibility associated with the development project has not been established.

F-29

See Note 19 – Related Party Transactions for information regarding related party transactions with unconsolidated entities included in our consolidated financial statements.

Note 9 — Goodwill and Other Intangibles

Goodwill

The following table reflects the changes in the carrying value of goodwill by segment for fiscal years 2012 and 2011 (in thousands):

	Power		Plant Services		E&I			F&M			E&C			Total

Balance at September 1, 2010	$	139,177	$	42,027	$	189,808		$	16,474		$	112,009		$	499,495
Acquisitions		—		—		17,876			—			26,467			44,343
Currency translation adjustment		—		—		178			1,151			623			1,952
Balance at August 31, 2011	$	139,177	$	42,027	$	207,862		$	17,625		$	139,099		$	545,790
Acquisitions and related adjustments		—		—		30			—			—			30
Divestitures and related adjustments		—		—		—			—			(138,692	)		(138,692	)
Currency translation adjustment		—		—		(1,004	)		(1,261	)		(407	)		(2,672	)
Balance at August 31, 2012	$	139,177	$	42,027	$	206,888		$	16,364		$	—		$	404,456

The measurement period for purchase price allocations ends as soon as information on the facts and circumstances becomes available but will not exceed 12 months. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred. We had tax-deductible goodwill of approximately $46.5 million and $65.8 million at August 31, 2012, and August 31, 2011, respectively. The difference between the carrying value of goodwill and the amount deductible for taxes is primarily due to the amortization of goodwill allowable for tax purposes.

In connection with the E&C Sale, all E&C goodwill was written off as of August 31, 2012.

Goodwill Impairment Review

We performed our annual goodwill impairment review on March 1, 2012. Our review did not indicate an impairment of goodwill for any of our reporting units. For each reporting unit, the fair value of assets exceeded its book value of assets by more than 10%.

In our goodwill impairment review, we used the same methodology as in 2011 and estimated the fair value for our reporting units by averaging the results obtained from an income approach and a market approach (implied fair value measured on a non-recurring basis using Level 3 inputs). The income approach uses a reporting unit’s projection of estimated operating results and discounts those back to the present using a weighted-average cost of capital that reflects current market conditions. To arrive at our cash flow projections, we use current estimates of economic and market information over a projection period of five years, including revenue growth rates, costs, estimates of future operating margins and working capital requirements. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The discount rates used in the discounted cash flow models ranged from 11.3% to 20.1%. The terminal value was calculated by using a terminal value capitalization rate of 3%.

We use the guideline public company method as our market approach. This method relies on valuation multiples derived from stock prices, financial results and enterprise values from the trailing twelve months or the next twelve months of publicly traded companies that are comparable to the subject reporting unit. The derived valuation multiples are then applied to the reporting unit’s earnings before interest expense, taxes, depreciation and amortization (EBITDA) and earnings before interest expense and income taxes (EBIT) to develop an estimate of the fair value of the subject reporting unit. The earnings multiples used in our goodwill impairment review ranged between 5.5 times and 13.1 times. In addition, the guideline public company method uses a control premium to arrive at the fair value of operations. In our goodwill impairment models, we used a 20% control premium for all of our reporting units.

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Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Changes in the assumptions used in our goodwill impairment testing could be caused by a loss of one or more significant contracts, reductions in government and/or private industry spending or a decline in the demand for our services due to changing economic conditions. Further, given the nature of our business, if we are unable to win or renew contracts, unable to estimate and control our contract costs, fail to adequately perform to our clients’ expectations, fail to procure third-party subcontractors, heavy equipment and materials or fail to adequately secure funding for our projects, our profits, revenues and growth over the long-term would decline and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired. If our goodwill were impaired, we would be required to record a non-cash charge that could have a material adverse effect on our consolidated financial statements. However, any potential non-cash charge would not have any adverse effect on the covenant calculations required under our Facility or our overall compliance with the covenants of our Facility.

Other Intangible Assets

At August 31, 2012 and 2011, amortizable intangible assets included in other assets consisted of patents and client relationships acquired in the IT Group acquisition in fiscal year 2002 (both of which are fully amortized at August 31, 2012), as well as client relationships (amortized over a seven-year period) and non-compete agreements (amortized over a three-year period) acquired in the CPE acquisition in fiscal year 2011. At August 31, 2011, amortizable intangible assets also consisted of proprietary ethylene technology acquired in the Stone & Webster acquisition in fiscal year 2000 and certain petrochemical process technologies, patents and tradenames acquired in the Badger Technologies acquisition in fiscal year 2003 (both of which were being amortized over fifteen years), which were sold as part of the E&C Sale on August 31, 2012.

We amortize all of these intangible assets using the straight line method. Amortization expense included in cost of revenues was $3.4 million, $3.2 million and $3.0 million for the fiscal years ended August 31, 2012, 2011 and 2010, respectively.

The gross carrying values and accumulated amortization of amortizable intangible assets are presented below (in thousands):

	Proprietary Technologies, Patents and Tradenames						Client Relationships
	Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization
Balance at September 1, 2010	$	43,954		$	(26,250	)	$	2,016		$	(1,680	)
Effects of deconsolidation of VIE		(2,957	)		1,162			—			—
Acquisitions		949			—			2,990			—
Currency translation adjustments		11			—			10			—
Amortization		—			(2,647	)		—			(416	)
Balance at August 31, 2011	$	41,957		$	(27,735	)	$	5,016		$	(2,096	)
Currency translation adjustments		(63	)		—			(62	)		—
Divestitures		(39,236	)		27,833			—			—
Amortization		—			(2,126	)		—			(549	)
Balance at August 31, 2012	$	2,658		$	(2,028	)	$	4,954		$	(2,645	)

The following table presents the scheduled future annual amortization for our intangible assets not associated with contract adjustments (in thousands):

	Proprietary Technologies, Patents and Tradenames		Client Relationships
2013	$	330	$	419
2014		164		420
2015		91		420
2016		45		420
2017		—		420
Thereafter		—		210
Total	$	630	$	2,309

Note 10 — Debt and Revolving Lines of Credit

Our debt (including capital lease obligations) consisted of the following (in thousands):

	August 31, 2012				August 31, 2011
	Short-term		Long-term		Short-term		Long-term
0%-3.7% interest vendor financing contracts, 2.3%-4.2% imputed interest, due July 2012-December 2013	$	6,586	$	4,982	$	—	$	—
Debt of consolidated joint venture: 6% interest, due January 2013		3,400		—		—		—
Capital lease obligations		430		289		349		630
Subtotal	$	10,416	$	5,271	$	349	$	630
Westinghouse Bonds (see description below)		1,640,497		—		1,679,836		—
Total	$	1,650,913	$	5,271	$	1,680,185	$	630

F-31

Annual scheduled maturities of debt and minimum lease payments under capital lease obligations during each year ending August 31 are as follows (in thousands):

	Capital Lease Obligations			Debt
2013	$	460		$	1,650,483
2014		295			4,982
2015		—			—
2016		—			—
2017		—			—
Thereafter		—			—
Subtotal		755			1,655,465
Less: amount representing interest		(36	)		—
Total	$	719		$	1,655,465

Westinghouse Bonds

On October 13, 2006, NEH, our wholly owned, special purpose subsidiary, issued JPY 128.98 billion (equivalent to approximately $1.1 billion at the time of issuance) principal amount limited recourse bonds, maturing March 15, 2013, at a discount receiving approximately $1.0 billion in proceeds, excluding offering costs. NEH used the proceeds of these bonds to purchase the Westinghouse Equity for approximately $1.1 billion. The Westinghouse Bonds are limited recourse to us (except to NEH), are governed by the Bond Trust Deed and are collateralized primarily by the Westinghouse Equity, the JPY-denominated Put Options between NEH and Toshiba and the Principal Letter of credit, which cover interest owed to bond holders and the possible 3.3% principal exposure.

The holders of the Westinghouse Bond may have the ability to cause us to put our Westinghouse Equity back to Toshiba as a result of the occurrence of a “Toshiba Event” (as defined under the Bond Trust Deed) that occurred in May 2009. A Toshiba Event is not an event of default or other violation of the Bond Trust Deed or the Put Option Agreements, but due to the Toshiba Event, the Westinghouse Bond holders had an opportunity to direct us to exercise the Put Options, through which we would have received the pre-determined JPY-denominated put price whose proceeds must be used to pay off the JPY-denominated Westinghouse Bond debt. To do so, a “supermajority” of the Westinghouse bond holders representing a majority of not less than an aggregate 75% of the principal amount outstanding must have passed a resolution instructing the bond trustee to direct us to exercise the Put Options.

Because the holders of the bonds had the ability to require us to exercise the Put Options to retire the bonds, we reclassified the Westinghouse Bonds from long-term debt to short-term debt and our Investment in Westinghouse to current assets in May 2009.

The Put Options, executed as part of the Investment in Westinghouse transaction, provide NEH the option to sell all or part of the Westinghouse Equity to Toshiba for a pre-determined JPY-denominated put price. On October 6, 2012, NEH exercised its Put Options to sell the Westinghouse Equity to Toshiba. Under the terms of the put option agreements, the Put Options will be cash settled on or before January 4, 2013 with the proceeds deposited in trust to fund retirement of the Westinghouse Bonds on March 15, 2013.

The Put Options require Toshiba to purchase the Westinghouse Equity at a price equivalent to not less than 96.7 percent of the principal amount of the bonds, which was approximately $1,586.4 million (JPY 124.7 billion at August 31, 2012). NEH will fund up to the 3.3 percent shortfall of the principal amount of the bonds, which was approximately $54.1 million (JPY 4.3 billion) at August 31, 2012. We may recognize a non-operating gain once the Put Options are settled, resulting principally from foreign exchange movements. If the bonds would have been repaid at August 31, 2012, from an early exercise of the Put Options, the gain would have been approximately $504.1 million pre-tax. The actual gain or loss will be determined at settlement.

Because any proceeds from the repurchase of the Westinghouse Equity (including funds received in connection with settlement of the Put Options) must be used to repay the Westinghouse Bonds, ultimate settlement of the Westinghouse Bonds may be significantly influenced by Toshiba’s financial condition as well as conditions in the general credit markets.

The exchange rate of the JPY to the USD at August 31, 2012, and August 31, 2011, was 78.6 and 76.8, respectively.

The Westinghouse Bonds consisted of the following (in thousands):

	August 31, 2012		August 31, 2011
Westinghouse Bonds, face value 50.98 billion JPY due March 15, 2013; interest only payments; coupon rate of 2.20%;	$	426,875	$	426,875
Westinghouse Bonds, face value 78 billion JPY due March 15, 2013; interest only payments; coupon rate of 0.70% above the six-month JPY LIBOR rate (0.33% at August 31, 2012)		653,125		653,125
Increase in debt due to foreign currency transaction adjustments since date of issuance		560,497		599,836
Total Westinghouse debt	$	1,640,497	$	1,679,836

F-32

On October 16, 2006, we entered into an interest rate swap agreement through March 15, 2013, in the aggregate notional amount of JPY 78 billion. We designated the swap as a hedge against changes in cash flows attributable to changes in the benchmark interest rate. Under the agreement, we make fixed interest payments at a rate of 2.398%, and we receive a variable interest payment equal to the six-month JPY London Interbank Offered Rate (LIBOR) plus a fixed margin of 0.70%, effectively fixing our interest rate on the floating rate portion of the JPY 78 billion Westinghouse Bonds at 2.398%. At August 31, 2012, and August 31, 2011, the fair value of the swap totaled approximately $13.4 million and $27.1 million, respectively, and is included as a current liability and in accumulated other comprehensive loss, net of deferred taxes, in the accompanying consolidated balance sheets. There was no material ineffectiveness of our interest rate swap for the three and nine months ended August 31, 2012.

Credit Facility

On June 15, 2011, we entered into an unsecured second amended and restated credit agreement (Facility) with a group of lenders that effectively terminated an earlier agreement. The Facility provides lender commitments up to $1,450.0 million, all of which may be available for the issuance of performance letters of credit. The Facility has a sublimit of $1,250.0 million that may be available for the issuance of financial letters of credit and/or borrowings for working capital needs and general corporate purposes.

At August 31, 2012, the amount of the Facility available for financial letters of credit and/or revolving credit loans was $804.9 million, which is equal to the lesser of: (i) $1,202.9 million, representing the total Facility commitment ($1,450.0 million) less outstanding performance letters of credit ($143.8 million) less outstanding financial letters of credit ($103.3 million); (ii) $1,146.7 million, representing the Facility sublimit of $1,250.0 million less outstanding financial letters of credit ($103.3 million); or (iii) $804.9 million, representing the maximum additional borrowings allowed under the leverage ratio covenant (as defined below) contained in the Facility.

Under the Facility, all collateral securing the previous agreement was released, and the expiration of commitments was extended through June 15, 2016. The Facility continues to require guarantees by the Company’s material wholly owned domestic subsidiaries. The Facility allows the Company to seek new or increased lender commitments under it subject to the consent of the Administrative Agent and/or seek other unsecured supplemental credit facilities of up to an aggregate of $500.0 million, all of which would be available for the issuance of performance and financial letters of credit and/or borrowings for working capital needs and general corporate purposes. However the Transaction Agreement, discussed in Note 1 - Description of Business and Summary of Significant Accounting Policies, restricts any such new or increased lender commitments. Additionally, the Company may pledge up to $300.0 million of its unrestricted cash on hand to secure additional letters of credit incremental to amounts available under the Facility, provided that the Company and its subsidiaries have unrestricted cash and cash equivalents of at least $500.0 million available immediately following the pledge. The Facility contains a revised pricing schedule with respect to letter of credit fees and interest rates payable by the Company.

The Facility contains customary financial covenants and other restrictions including an interest coverage ratio (ratio of Shaw EBITDA to consolidated interest expense) and a leverage ratio (ratio of total debt to Shaw EBITDA) with all terms defined in the Facility and (i) maintains or resets maximum allowable amounts certain threshold triggers and certain additional exceptions with respect to the dividend, stock repurchases, investment, indebtedness, lien, asset sale, letter of credit and acquisitions and (ii) additional covenants, thus providing the Company with continued financial flexibility in business decisions and strategies. The Facility contains defaulting lender provisions.

The Facility limits our ability to declare or pay dividends or make any distributions of capital stock (other than stock splits or dividends payable in our own capital stock) or redeem, repurchase or otherwise acquire or retire any of our capital stock. The Facility permits us to make stock repurchases or dividend payments of up to $500.0 million so long as, after giving effect to such purchases or payments, our unrestricted cash and cash equivalents is at least $500.0 million. We are limited to aggregate dividend payments and/or stock repurchases during the life of the Facility up to $500.0 million. In situations where our unrestricted cash and cash equivalents is less than $500.0 million, our ability to pay dividends or repurchase our shares is limited to $50.0 million per fiscal year. The payment of cash dividends is restricted if an event of default has occurred and is continuing under the Facility. The restrictions under our Facility currently do not impair our ability to complete our share repurchase program. For additional information on our share repurchase program, see Note 12 – Capital Stock and Share Repurchase Program.

The total amount of fees associated with letters of credit issued under the Facility were approximately $7.3 million, $8.2 million and $12.4 million for fiscal year 2012, 2011 and 2010, respectively, which includes commitment fees associated with unused credit line availability of approximately $3.7 million, $3.5 million and $3.5 million, respectively.

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For the fiscal years ended August 31, 2012, 2011 and 2010, we recognized $2.5 million, $5.2 million and $4.6 million, respectively, of interest expense associated with the amortization of financing fees related to our Facility. At August 31, 2012, and 2011, unamortized deferred financing fees related to our Facility were approximately $9.4 million and $11.8 million, respectively.

At August 31, 2012, we were in compliance with the financial covenants contained in the Facility.

Other Revolving Lines of Credit

Shaw-Nass, a consolidated VIE located in Bahrain, has an available credit facility (Bahrain Facility) with a total capacity of 3.0 million Bahraini Dinars (BHD) or approximately $8.0 million, of which BHD 1.5 million is available for bank guarantees and letters of credit. At August 31, 2012, Shaw-Nass had $0.6 million in borrowings under its revolving line of credit and $0.2 million in outstanding bank guarantees under the Bahrain Facility. The interest rate applicable to any borrowings is a variable rate (1.24% at August 31, 2012) plus 3.00% per annum. We have provided a 50% guarantee related to the Bahrain Facility.

We have uncommitted, unsecured standby letter of credit facilities with banks outside of our Facility. Fees under these facilities are paid quarterly. At August 31, 2012, there were $82.5 million in outstanding letters of credit under these facilities. At August 31, 2011, there were $1.9 million.

Note 11 — Income Taxes

Intraperiod Allocation of Income Taxes:

	For the Fiscal Year Ended August 31,
(In thousands)	2012			2011			2010
Provision (benefit) for income taxes	$	44,971		$	(106,765	)	$	37,987
Income from 20% investment in Westinghouse		7,987			13,185			8,666
Earnings (losses) from unconsolidated entities		2,347			2,542			406
Total income tax from continuing operations		55,305			(91,038	)		47,059
Shareholders’ equity:
Compensation expense for tax purposes less than (in excess of) amounts recognized for financial reporting		(1,167	)		(2,834	)		(1,014	)
Pension liability		(1,492	)		2,388			(2,258	)
Other comprehensive income of unconsolidated entities		(11,398	)		9,749			(7,411	)
Marketable securities		17			(373	)		348
Derivative instrument		5,298			2,380			(729	)
Total income taxes	$	46,563		$	(79,728	)	$	35,995

Income tax attributable to income (loss) before income taxes, minority interest and earnings (losses) from unconsolidated entities:

	For the Fiscal Year Ended August 31,
(In thousands)	2012		2011			2010
Current:
U.S. federal	$	21,356	$	(82,156	)	$	45,827
State and local		2,271		6,886			71
Foreign		7,036		3,341			6,596
Total current tax provision		30,663		(71,929	)		52,494
Deferred:
U.S. federal		2,609		(32,406	)		(17,269	)
State and local		3,949		(6,077	)		(6,428	)
Foreign		7,750		3,647			9,190
Total deferred tax provision		14,308		(34,836	)		(14,507	)
Total provision for income taxes	$	44,971	$	(106,765	)	$	37,987

Other accrued liabilities include $16.4 million and $6.0 million at August 31, 2012 and 2011, respectively, of current income taxes payable, including amounts due for foreign and state income taxes. Prepaid expenses and other current assets at August 31, 2011 include $81.5 million of income taxes refundable, including the benefit of net operating losses generated in the US which was carried back to reduce US taxable income reported in fiscal year 2009.

Income (loss) before income taxes and earnings (losses) from unconsolidated entities (pre-tax income):

	For the Fiscal Year Ended August 31,
(In thousands)	2012		2011			2010
Domestic	$	134,915	$	(314,494	)	$	61,420
Foreign		105,136		13,575			69,673
Income (loss) before income taxes and earnings (losses) from unconsolidated entities	$	240,051	$	(300,919	)	$	131,093

A reconciliation of the significant differences between the effective income tax rate and the federal statutory rate on income (loss) before income taxes and earnings (losses) from unconsolidated entities (pre-tax income) is as follows:

	For the Fiscal Year Ended August 31,
	2012			2011			2010
U.S. Federal statutory tax rate		35	%		35	%		35	%
State taxes, net of federal income tax benefit		1	%		3	%		—
Foreign tax differential		—			—			(2	)%
Work Opportunity Tax Credit		—			—			—
Foreign tax credits		—			—			(1	)%
Section 199 — Domestic Manufacturer Deduction		—			—			(1	)%
Valuation allowance		1	%		(2	)%		2	%
Impact of E&C Sale		(11	)%		—			—
Noncontrolling interests		(2	)%		1	%		(4	)%
Research and experimentation credit claims		—			—			(6	)%
Compensation and stock options		—			(1	)%		2	%
Uncertain tax positions		(6	)%		2	%		5	%
Nondeductible expenses		2	%		(2	)%		4	%
Rate changes		—			(2	)%		(1	)%
Other, net		(1	)%		2	%		(4	)%
		19	%		36	%		29	%

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The Company’s effective tax rate on income before income taxes and earnings (losses) from unconsolidated entities excluding noncontrolling interests for the years ended August 31, 2012, 2011 and 2010 was 20%, 35% and 34% respectively.

Deferred Taxes

The tax effect of temporary differences that give rise to significant portions of the deferred tax accounts:

(In thousands)	2012			2011
Deferred tax assets:
Receivables	$	6,133		$	8,765
Net operating loss and tax credit carryforwards		60,827			62,073
Other expenses not currently deductible		38,822			55,683
Foreign currency		212,997			225,390
Derivative instrument		5,174			10,418
Deferred financing costs		624			4,105
Equity in other comprehensive income of unconsolidated entities		43,290			31,723
Compensation related expenses		56,885			42,356
Total gross deferred tax assets		424,752			440,513
Less valuation allowance		(32,986	)		(32,361	)
Net deferred tax assets		391,766			408,152
Deferred tax liabilities:
Goodwill and other intangibles		(37,019	)		(43,442	)
Property, plant and equipment		(37,861	)		(39,091	)
Investments in affiliates		(11,116	)		(20,098	)
Employee benefits and other expenses		(788	)		(828	)
Total gross deferred tax liabilities		(86,784	)		(103,459	)
Net deferred tax assets	$	304,982		$	304,693

Unremitted Earnings

We have not recognized a deferred tax liability of approximately $111.3 million for the undistributed earnings of our foreign operations that arose in 2012 and prior years as we consider these earnings to be indefinitely invested. As of August 31, 2012, the undistributed earnings of these subsidiaries were approximately $287.6 million. A deferred tax liability will be recognized when we can no longer demonstrate that we plan to permanently reinvest the undistributed earnings.

Losses and Valuation Allowances

The valuation allowance for deferred tax assets at August 31, 2012 and 2011 was $ 33.0 million and $32.4 million, respectively. These valuation allowances were related to foreign and state net operating loss carryforwards. The net change in the total valuation allowance for each of the years ended August 31, 2012, 2011 and 2010 was an increase of $0.6 million, $5.0 million and $5.4 million, respectively. During fiscal 2012, a valuation allowance was established for certain state net operating losses which, if realizable, would reduce future state taxes payable totaling $5.4 million while valuation allowances totaling $3.3 million associated with certain state net operating losses and $3.1 million associated with the E&C Sale were released. Additionally, the valuation allowance increased $1.6 million as a result of a tax rate change. During fiscal 2011, a valuation allowance was established for certain additional state net operating losses which, if realizable, would reduce future state taxes payable totaling $8.5 million while valuation allowances totaling $1.7 million were released. Additionally, the valuation allowance decreased $2.4 million as a result of a tax rate change.

At August 31, 2012, we have U.S. federal net operating loss carryforwards totaling $18.4 million that are limited to use at $2.0 million a year against future federal taxable income and expires through 2022. Additionally, we have $22.0 million of foreign net operating losses available for carryforward with varying expiration dates. There are also state net operating losses available for carryforward which would reduce future state taxes payable by up to $40.0 million of which we currently believe that $8.6 million will be utilized. A valuation allowance has been established for the difference.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those jurisdictions during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. Based on the level of historical federal taxable income and projections for future federal taxable income over the periods for which the U.S. deferred tax assets are deductible, management believes that it is more likely than not that we will realize the benefits of these deductible differences, net of the existing valuation allowances at August 31, 2010. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

F-35

Uncertain Tax Positions

Under ASC 740, we provide for uncertain tax positions, and the related interest, and adjust unrecognized tax benefits and accrued interest accordingly. Unrecognized tax benefits are included in the consolidated balance sheets as other liabilities, except to the extent payment is expected within one year. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. A reconciliation of unrecognized tax benefits, interest and penalties is as follows:

(In thousands)	2012			2011			2010
Balance at September 1	$	35,795		$	47,275		$	52,140
Increase (decrease) in tax positions – current year		1,038			229			443
Increase (decrease) in tax positions – prior years		2,902			7,632			(3,976	)
Settlements		(14,134	)		(19,663	)		(1,924	)
Increase (decrease) in interest — net of tax benefit		629			304			508
Increase (decrease) in penalties		95			(169	)		5
Expiration of statutes of limitation		(20,081	)		—			—
Currency Translation Adjustment		(92	)		187			79
Balance at August 31	$	6,152		$	35,795		$	47,275

The portion of the balance at August 31, 2012 and 2011, that would affect our effective tax rate was $6.2 million and $29.2 million, respectively. Interest, net of tax benefit, and penalties included in the balance at August 31, 2012 and 2011, was $0.3 million and $4.1 million. The remaining difference represents the amount of unrecognized tax benefits for which the ultimate tax consequence is certain, but for which there is uncertainty about the timing of the tax consequence recognition. Because of the impact of deferred tax accounting, the timing would not impact the annual effective tax rate but could accelerate the payment of cash to the taxing authority to an earlier period.

We file income tax returns in numerous tax jurisdictions, including the U.S., most U.S. states and certain non-U.S. jurisdictions including jurisdictions where our subsidiaries execute project-related work. The statute of limitations varies by the various jurisdictions in which we operate. With few exceptions, we are no longer subject to U.S. state and local or non-U.S. income tax examinations by tax authorities for years before fiscal year 2004 and US Federal examinations for years before fiscal 2009. Although we believe our calculations for our tax returns are correct and the positions taken thereon are reasonable, the final outcome of tax audits could be materially different than the resolution we currently anticipate, and those differences could result in significant costs or benefits to us.

Unrecognized tax benefits increased $1.0 million for current year positions and $2.9 million for positions in prior years. We released provisions for unrecognized tax benefits totaling $18.5 million to income tax expense and $1.6 million to equity as a result of the statutes of limitations for several tax years in various jurisdictions lapsing on August 31, 2012.

During fiscal year 2012, the audit of our US federal tax returns for fiscal years 2009 and 2010 by the Internal Revenue Service was completed. The IRS is now in the process of conducting audits of fiscal year 2011 under a limited focused examination and fiscal year 2012 under its Compliance Assurance Process (CAP). Under CAP, the IRS works with large business taxpayers on a contemporaneous, real-time basis to resolve issues prior to the filing of tax returns which allows participants to remain current with

IRS examinations.

We do not believe there will be significant changes in our unrecognized tax benefits within the next 12 months.

Note 12 — Capital Stock and Share Repurchase Program

We are authorized to issue an aggregate of two hundred twenty million (220,000,000) shares, of which two hundred million (200,000,000) shares shall be common stock, no par value (Common Stock), and twenty million (20,000,000) shares shall be preferred stock, no par value (Preferred Stock). Each outstanding share of Common Stock entitles its holder to one vote on each matter properly submitted to our shareholders for their vote, waiver, release, or other action. There are no preemptive rights with respect to any class of stock.

Preferred Stock : Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of preferred stock.

Common Stock : At August 31, 2012 and 2011, we had 93,016,409 and 91,711,102 shares issued and 66,425,168 and 71,306,382 shares outstanding, respectively.

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Treasury Stock : Treasury stock is recorded at cost. At August 31, 2012 and 2011, we had 26,591,241 and 20,404,720 shares classified as Treasury Stock at a cost of $791.9 million and $639.7 million, respectively. For the fiscal years ended August 31, 2012 and 2011, the repurchases of shares were as follows (cost in thousands):

Year Ended August 31, 2012	No. of Shares		Weighted-Average Per Share Cost (1)		Total Cost (2)
Board authorized $500 million repurchase plan in June 2011		6,185,567	$	24.25	$	152,143
Shared exchanged for taxes on stock-based compensation		954	$	21.97		21
Total repurchases		6,186,521			$	152,164

Year Ended August 31, 2011	No. of Shares		Weighted-Average Per Share Cost (1)		Total Cost (2)
Board authorized $500 million repurchase plan in December 2010		13,688,354	$	36.51	$	500,000
Board authorized $500 million repurchase plan in June 2011		945,100	$	23.01	$	21,768
Shared exchanged for taxes on stock-based compensation		15,317	$	31.55	$	483
Total repurchases		14,648,771			$	522,251

(1) Excluding commissions, fees and expenses

(2) Including commissions, fees and expenses

The repurchased shares are being held in treasury and are available for reissuance.

While we continue to have an open authorization from our Board to repurchase up to $326.1 million in shares, subject to limitations contained in the Facility, the Transaction Agreement contains covenants that restrict our ability to repurchase shares. See Note 1 – Description of Business and Summary of Significant Accounting Policies for discussion regarding the Transaction Agreement with CB&I and Note 10 – Debt and Revolving Lines of Credit for additional information on our Facility.

Note 13 — Share-Based Compensation

Share-Based Compensation Plans

We have utilized the following share-based compensation plans to provide equity incentive award opportunities to our directors, officers, and key employees. These plans are administered by the Compensation Committee of the Board of Directors, which approves participant eligibility, the number of shares awarded and the terms, conditions, and other provisions of each award:

Plan	Authorized Shares		Types of Instruments Authorized
1993 Employee Stock Option Plan (1993 Plan)		3,844,000	Qualified and non-qualified stock options and restricted stock awards
1996 Non-Employee Director Stock Option Plan (1996 Plan)		300,000	Non-qualified stock options
Stone & Webster Acquisition Stock Option Plan (Stone & Webster Plan)		1,070,000	Non-qualified stock options
2001 Employee Incentive Compensation Plan (2001 Plan)		9,500,000	Qualified and non-qualified stock options, stock appreciation rights, performance shares, and restricted stock awards
2005 Non-Employee Director Stock Incentive Plan (Directors’ Plan)		300,000	Non-qualified stock options and phantom stock awards
2008 Omnibus Incentive Plan		6,250,000	Non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and other stock-based awards

Shares not awarded that were previously available under the 1993 and 1996 Plans have expired. Upon adoption of the 2008 Omnibus Incentive Plan, our existing share-based compensation plans, including the 2001 Plan and the Directors’ Plan (collectively the Prior Plans), terminated. No new awards will be granted under the Prior Plans, and there is no longer any authority to issue the remaining shares of common stock available under the Prior Plans. All awards granted under these plans that were outstanding as of January 28, 2009 remain outstanding and continue to be governed by the Prior Plans.

Shares available for future stock option and restricted stock based award grants to employees, officers and directors under the 2008 Omnibus Incentive Plan were 1,785,135 and 2,023,529 at August 31, 2012 and August 31, 2011, respectively.

Stock Options

We granted stock options under the stock-based compensation plans described above in fiscal years 2011 and prior. Stock options were not issued in fiscal year 2012. Stock options generally vest annually on a ratable basis over four years with a total term to exercise of ten years from grant date. Awards are issued with an exercise price equal to the market value of our stock on the grant date.

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We use the Black-Scholes option pricing model to estimate the grant date fair value of stock option awards. The table below includes the weighted-average grant date assumptions used for awards granted in fiscal years 2011 and 2010.

	For the Year Ended August 31,
	2011			2010
Expected volatility		52.8	%		57.5	%
Risk-free interest rate		1.3	%		2.6	%
Expected dividend yield		0.0	%		0.0	%
Expected term (in years)		5.5			4.9
Grant date fair value	$	14.42		$	13.75

Expected volatility is based on implied volatilities of exchange-traded options on our stock as well as the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. We did not issue any dividends on our common stock for the years presented so the assumed dividend yield used to calculate the grant date fair value was zero. The expected term assumption is based on multiple factors, including future and historical employment and post-employment option exercise patterns for certain relatively homogeneous participants.

The following table represents the stock option compensation expense that is included in selling, general and administrative expenses and cost of revenues in the accompanying consolidated statements of operations (in millions):

	For the Year Ended August 31,
	2012		2011		2010
Stock Option Compensation Expense	$	7.5	$	10.2	$	10.8

At August 31, 2012, we have $7.1 million of unrecognized compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 1.3 years. The grant date fair value of stock options that vested during fiscal years 2012, 2011, and 2010 was $10.0 million, $10.2 million, and $11.1 million, respectively.

The following table represents stock option activity from September 1, 2010 to August 31, 2012:

	Shares	Weighted-Average Exercise Price	Weighted-Average Remaining Contract Term
Outstanding at August 31, 2010	4,004,747	25.10	6.5
Granted	634,233	30.76
Exercised	(490,116)	22.46
Forfeited/Expired	(128,734)	33.04
Outstanding at August 31, 2011	4,020,130	26.03	6.2
Granted	—	—
Exercised	(709,900)	22.56
Forfeited	(161,868)	26.05
Expired	(60,298)	46.83
Outstanding at August 31, 2012	3,088,064	26.42	5.2

Exercisable at August 31, 2012	2,222,237	26.13	4.4

The aggregate intrinsic value of options outstanding was $55.0 million, $12.8 million, and $40.9 million at August 31, 2012, 2011, and 2010, respectively. The aggregate intrinsic value of options exercisable was $42.1 million, $10.2 million, and $25.5 million at August 31, 2012, 2011, and 2010, respectively. The total intrinsic value of options exercised was $9.7 million, $6.6 million, and $9.8 million for the fiscal years ended August 31, 2012, 2011, and 2010, respectively.

Net cash proceeds from the exercise of stock options for the fiscal years ended August 31, 2012, 2011, and 2010 were $16.0 million, $11.0 million, and $16.2 million, respectively. We receive a tax deduction for certain stock options when exercised, generally for the excess of the fair value at the date of exercise over the option exercise price. Excess tax benefits related to the exercise of equity-classified stock options are reflected as financing cash inflows. The actual income tax benefit realized in the consolidated statements of operations from stock option exercises was $3.4 million, $2.4 million and $1.8 million for the fiscal years ended August 31, 2012, 2011, and 2010, respectively.

F-38

Cash-Settled Stock Appreciation Rights (SARs)

In fiscal year 2011, we granted SARs under our 2008 Omnibus Incentive Plan which allow the holder to receive in cash the difference between the grant price (the market value of our stock on the grant date) and the market value of our stock on the date of exercise. SARs were not issued in fiscal year 2012. The SARs vest over four years.

We use the Black-Scholes option pricing model to estimate the grant date fair value of SARs. The table below includes the weighted-average grant date assumptions used for the awards granted in fiscal year 2011. See the Stock Options section above for a more detailed discussion of these assumptions.

	Weighted-Average Grant Date Assumptions
Expected volatility		53.4	%
Risk-free interest rate		0.8	%
Expected dividend yield		0.0	%
Expected term (in years)		3.9
Grant date fair value	$	12.50

The SARs are liability-classified awards. Compensation cost for liability-classified awards is re-measured at each reporting period and is recognized as an expense over the requisite service period. During the year ended August 31, 2011, the Black-Scholes option pricing model was used to re-measure the value of the SARs at each reporting period. During the year ended August 31, 2012, we switched to using a binomial model to re-measure the value of the SARs at each reporting period. We believe that the binomial model produces a better estimate of the fair value of the SARs.

The following table represents the SAR compensation expense that is included in selling, general and administrative expenses and cost of revenues in the accompanying consolidated statements of operations (in millions):

	For the Year Ended August 31,
	2012		2011		2010
SAR Compensation Expense	$	1.8	$	0.4	$	—

At August 31, 2012, we have $2.5 million of unrecognized compensation expense related to unvested SARs expected to be recognized over a weighted-average period of 1.6 years.

The following table represents SAR activity from September 1, 2010 to August 31, 2012:

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contract Term
Outstanding at August 31, 2010		—		$	—		—
Granted		359,364			30.56
Exercised		—			—
Forfeited		(31,135	)		30.56
Outstanding at August 31, 2011		328,229		$	30.56		9.2
Granted		—			—
Exercised		(12,513	)		30.56
Forfeited		(74,774	)		30.56
Expired		(3,053	)		30.56
Outstanding at August 31, 2012		237,889		$	30.57		8.2

Exercisable at August 31, 2012		64,127		$	30.56		8.2

The aggregate intrinsic value of SARs outstanding was $2.7 million and $0.0 million at August 31, 2012 and 2011, respectively. The aggregate intrinsic value of SARs exercisable was $0.7 million and $0.0 million at August 31, 2012 and 2011, respectively. The total intrinsic value of SARs exercised was $0.1 million and $0.0 million for the fiscal years ended August 31, 2012 and 2011, respectively.

Cash paid upon the exercise of SARs totaled $0.1 million during fiscal year 2012. No amounts were paid in fiscal year 2011. Cash payments are reflected as operating cash outflows. At August 31, 2012 and 2011, the liabilities associated with cash-settled SARs included in the accompanying balance sheets totaled $2.2 million and $0.4 million, respectively.

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Restricted Stock Units and Awards

In fiscal years 2011 and 2012, we granted restricted stock units under our 2008 Omnibus Incentive Plan. The compensation expense for restricted stock units and awards is determined based on the market price of our stock at the grant date applied to the total number of shares that are expected to fully vest. Restricted stock units and awards granted in fiscal year 2011 and prior generally vest over four years. Restricted stock units granted in fiscal year 2012 vest over three years.

The following table represents the restricted stock compensation expense that is included in selling, general and administrative expenses and cost of revenues in the accompanying consolidated statements of operations (in millions):

	For the Year Ended August 31,
	2012		2011		2010
Restricted Stock Compensation Expense	$	15.0	$	22.4	$	24.1

At August 31, 2012, we have unrecognized compensation expense of $14.9 million associated with unvested restricted stock units. This amount is expected to be recognized over a weighted-average period of 1.4 years.

The following table summarizes our unvested restricted stock unit and award activity from September 1, 2010 to August 31, 2012:

	Shares/Units			Weighted Average Grant-Date Fair Value
Unvested restricted stock at August 31, 2010		2,123,889		$	27.24
Granted		325,279			30.80
Vested		(894,143	)		27.27
Forfeited		(77,248	)		25.82
Unvested restricted stock at August 31, 2011		1,477,777		$	28.08
Granted		384,828			23.64
Vested		(825,403	)		27.84
Forfeited		(145,722	)		26.95
Unvested restricted stock at August 31, 2012		891,480		$	26.57

We receive a tax deduction when restricted stock units and awards vest at a higher value than the value used to recognize compensation expense at the grant date. Excess tax benefits related to the vesting of restricted stock units and awards are reflected as financing cash inflows. The actual income tax benefit realized from the vesting of restricted stock unit and award was $7.3 million, $9.6 million and $8.7 million for the fiscal years ended August 31, 2012, 2011, and 2010, respectively.

Cash-Settled Restricted Stock Units

In fiscal years 2011 and 2012, we granted cash-settled restricted stock units under our 2008 Omnibus Incentive Plan, which allow the holder to receive cash equal to the value of underlying restricted share units at predetermined vesting dates. Cash-settled restricted stock units granted in fiscal year 2011 and prior generally vest over four years. Cash-settled restricted stock units granted in fiscal year 2012 vest over three years.

The cash-settled restricted stock units are liability-classified awards. Compensation cost for liability-classified awards is re-measured at each reporting period and is recognized as an expense over the requisite service period. The cash-settled restricted stock units are re-measured using the closing stock price on the last business day of each reporting period.

The following table represents the cash-settled restricted stock unit compensation expense that is included in selling, general and administrative expenses and cost of revenues in the accompanying consolidated statements of operations (in millions):

	For the Year Ended August 31,
	2012		2011		2010
Cash-Settled Restricted Stock Unit Compensation Expense	$	9.7	$	1.1	$	—

At August 31, 2012, we have unrecognized compensation expense of $20.9 million associated with unvested cash-settled restricted stock units. This amount is expected to be recognized over a weighted-average period of 1.5 years.

F-40

The following table summarizes our unvested cash-settled restricted stock unit activity from September 1, 2010 to August 31, 2012:

	Units			Weighted Average Grant-Date Fair Value
Unvested cash-settled restricted stock units at August 31, 2010		—		$	—
Granted		280,571			30.58
Vested		—			—
Forfeited		(25,714	)		30.56
Unvested cash-settled restricted stock units at August 31, 2011		254,857		$	30.59
Granted		688,411			23.25
Vested		(60,445	)		30.56
Forfeited		(191,704	)		25.42
Unvested cash-settled restricted stock units at August 31, 2012		691,119		$	24.71

Cash paid upon the vesting of cash-settled restricted stock units totaled $1.6 million during fiscal year 2012. There were no vestings in fiscal year 2011. Cash payments are reflected as operating cash outflows. At August 31, 2012 and 2011, the liabilities associated with cash settled restricted stock units included in the accompanying balance sheets totaled $9.2 million and $1.1 million, respectively.

Performance Cash Units (PCUs)

In fiscal year 2012, we granted PCUs under our 2008 Omnibus Incentive Plan which represent the right to receive $1 for each earned PCU if specified performance goals are met over the three-year performance period. The PCU recipients may earn between 0% and 200% of their individual target award amount depending on the level of performance achieved. The PCUs vest over approximately three years, with 25% vesting at the end of the first and second years/performance periods and 50% vesting at the end of the third year/performance period. PCUs were not awarded during fiscal year 2011.

The fair value of PCUs was estimated at the grant date based on the probability of satisfying the performance goals associated with the PCUs using a Monte Carlo simulation model. The table below includes the weighted-average grant date assumptions used to value the awards granted in fiscal year 2012. See the Stock Options section above for a more detailed discussion of these assumptions.

	Weighted-Average Grant Date Assumptions
Expected volatility (Shaw)		47.16	%
Expected volatility (Peer Group average)		45.74	%
Risk-free interest rate		0.35	%
Expected dividend yield		0.00	%
Expected term (in years)		2.80
Grant date fair value	$	1.10

The PCUs are liability-classified awards due to the settlement of these awards in cash. The Monte Carlo Simulation model was used to re-measure the fair value of the PCUs at the end of each reporting period. PCU recipients earned 200% of their target award amounts for the performance period ended August 31, 2012. The cash payments will be reflected as operating cash outflows. At August 31, 2012, the liabilities associated with cash-settled PCUs included in the accompanying balance sheets totaled $8.8 million.

The following table represents the PCU compensation expense that is included in selling, general and administrative expenses and cost of revenues in the accompanying consolidated statements of operations (in millions):

	For the Year Ended August 31,
	2012		2011		2010
PCU Compensation Expense	$	8.8	$	—	$	—

At August 31, 2012, we have unrecognized compensation expense of $10.5 million associated with PCUs. This amount is expected to be recognized over a weighted-average period of 1.8 years.

The following table summarizes our PCU activity from September 1, 2011 to August 31, 2012:

	Units			Weighted Average Grant-Date Fair Value
Unvested PCUs at August 31, 2011		—		$	—
Granted		11,661,500			1.10
Vested		—			—
Forfeited		(1,275,000	)		1.10
Unvested PCUs at August 31, 2012		10,386,500		$	1.10

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Note 14 — Operating Leases

We lease certain office buildings, fabrication and warehouse facilities, machinery and equipment under various lease arrangements. Leases that do not qualify as capital leases are classified as operating leases, and the related lease payments are expensed on a straight-line basis over the lease term, including, as applicable, any free-rent period during which we have the right to use the asset. For leases with renewal options where the renewal is reasonably assured, the lease term, including the renewal period, is used to determine the appropriate lease classification and to compute periodic rental expense.

Certain of our operating lease agreements are non-cancelable and expire at various times and require various minimum rentals. The non-cancelable operating leases with initial non-cancelable periods in excess of twelve months that were in effect as of August 31, 2012, require us to make the following estimated future payments:

For the year ending August 31 (in thousands):
2013	$	45,532
2014		43,145
2015		37,522
2016		31,819
2017		22,758
Thereafter		101,955
Total future minimum lease payments	$	282,731

Future minimum lease payments as of August 31, 2012 have not been reduced by minimum non-cancelable sublease rentals aggregating approximately $1.7 million.

In 2002, we entered into a 10-year non-cancelable operating lease for our Corporate Headquarters building in Baton Rouge, Louisiana. In connection with this lease, we purchased an option for approximately $12.2 million for the right to acquire additional office space and undeveloped land for approximately $150.0 million or renew at below market rates for an additional 10-year term. On November 30, 2010, we exercised the option to renew the lease for an additional 10-year term at below market rates as stipulated in the lease agreement. Upon execution of the renewal, the real estate option was forgone. Therefore, the price paid for the option, as well as legal fees incurred in relation to the option, were reclassified as prepaid rent. The prepaid rent will be amortized over the life of the new term of the Corporate Headquarters building lease.

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We also enter into lease agreements for equipment needed to fulfill the requirements of specific jobs. Any payments owed or committed under these lease arrangements as of August 31, 2012, are not included as part of total minimum lease payments shown above.

The total rental expense for the fiscal years ended August 31, 2012, 2011 and 2010 was approximately $140.0 million, $156.7 million and $178.8 million, respectively. Deferred rent payable (current and long-term) aggregated $23.5 million and $27.9 million at August 31, 2012 and 2011, respectively.

Note 15 — Contingencies and Commitments

Legal Proceedings

In the normal course of business, we are involved in a variety of legal proceedings, liability claims or contract disputes in many jurisdictions around the world. Some of these legal proceedings are associated with the performance of our services. At times, the nature of our business leads to disputes with clients, subcontractors and vendors relating to our entitlement to additional revenue and/or reduced costs. Occasionally, these disputes lead to our clients, subcontractors and vendors presenting claims against us for recovery of cost they incurred in excess of what they expected to incur, or for which they believe they are not contractually liable. In such matters, we evaluate both our claims against the client as well as any disputes and/or counterclaims asserted against us by the client or opposing party pursuant to ASC 450, and we record the probable outcome based upon this analysis. For an additional discussion of our claims on major projects, see Note 20 – Accounting for Claims, Unapproved Change Orders and Incentives on Long-Term Construction Contracts. The actual outcomes may differ materially from our analysis.

On November 12, 2010, the jury returned a split verdict in a dispute between our subsidiary, Stone & Webster, Inc. (S&W), and Xcel Energy (d/b/a Public Service of Colorado) related to Xcel Energy’s coal-fired power plant project in Pueblo, Colorado. As a result of this verdict, our Power segment recorded a reduction in gross profit of $63.4 million in the period ended November 30, 2010. During the first quarter of fiscal year 2012, we collected in excess of $40 million in outstanding receivables from Xcel Energy, which effectively closed this matter.

In connection with an EPC contract executed by our Power segment for a 600 MW steam turbine electrical generation plant in the U.S., we commenced an arbitration proceeding against our client for this project seeking the return of and relief from schedule related liquidated damages assessed by the client, a contract price adjustment and outstanding monies owed under our contract. In addition, we commenced an arbitration proceeding with our equipment and services supplier on this project. During the first quarter of fiscal year 2012, we contemporaneously settled all remaining disputes with our client and the equipment supplier, with an immaterial impact to our results of operations in the 2012 fiscal year.

In connection with an approximate $28.1 million contract executed by our F&M segment to supply fabricated pipe spools to a manufacturing facility in the U.S., our client filed a lawsuit in the U.S. District Court for the Eastern District of Washington alleging that shop-welding on the pipe spools we supplied were deficient and that the deliveries for some of the pipe spools were untimely. We reached a settlement with our client on this matter in October 2011 and recorded a $16.8 million charge to cost of revenue in fiscal year 2011 and are currently seeking recovery from our insurers. We paid the amounts due to our client in the first quarter of fiscal year 2012, which effectively closed this matter with our client. However, we continue to seek partial recovery from our insurers.

In connection with a cost reimbursable contract executed by our Power segment for the engineering, procurement and construction of flue gas desulfurization systems at three power generating facilities, we were involved in litigation with the client in the U.S. District Court, District of Maryland and the U.S. District Court, Southern District of New York. On January 14, 2011, we commenced the Maryland action with the filing of petitions to establish and enforce mechanics liens against the three projects in an amount totaling approximately $143.0 million. On June 5, 2012, we settled all outstanding claims and counterclaims with the client arising under the contract. As a result of the settlement, we recorded a $20.1 million charge to earnings in the three months ended May 31, 2012. On June 11, 2012, we collected approximately $107 million in cash, representing all of the remaining net accounts receivable associated with the project, which effectively ends this matter.

For additional information related to our claims on major projects, see Note 20 – Accounting for Claims, Unapproved Change Orders and Incentives on Long-Term Construction Contracts.

Following our announcement of the signed Transaction Agreement, several shareholders filed purported class action suits against Shaw, its directors, CB&I, and in some cases, against CB&I’s acquisition subsidiary. The plaintiffs generally allege breach of fiduciary duties of care and loyalty to Shaw shareholders because of, among other claims, inadequate consideration to be paid by CB&I for Shaw common stock. We believe that these lawsuits are without merit and intend to contest them vigorously.

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Liabilities Related to Contracts

Our contracts often contain provisions relating to the following matters:

•

warranties, requiring achievement of acceptance and performance testing levels;

•

liquidated damages, if the project does not meet predetermined completion dates; and

•

penalties or liquidated damages for failure to meet other cost or project performance measures.

We attempt to limit our exposure through the use of the penalty or liquidated damage provisions and attempt to pass certain cost exposure for craft labor and/or commodity-pricing risk to clients. We also have claims and disputes with clients as well as vendors, subcontractors and others that are subject to negotiation or the contractual dispute resolution processes defined in the contracts. See Note 5 – Accounts Receivable, Concentrations of Credit Risk and Inventories, Note 20 – Accounting for Claims, Unapproved Change Orders and Incentives on Long-Term Construction Contracts and Legal Proceedings above for further discussion on these matters.

Other Guarantees

Our Facility lenders issue letters of credit on our behalf to clients or sureties in connection with our contract performance and, in limited circumstances, on certain other obligations of third parties. We are required to reimburse the issuers of these letters of credit for any payments that they make pursuant to these letters of credit. The aggregate amount of outstanding financial and performance letters of credit (including foreign and domestic, secured and unsecured) was approximately $329.6 million and $456.1 million at August 31, 2012, and August 31, 2011, respectively. Of the amount of outstanding letters of credit at August 31, 2012, $173.8 million are performance letters of credit issued to our clients. Of the $173.8 million, five clients held $160.5 million or 92.3% of the outstanding letters of credit. The largest letter of credit issued to a single client on a single project is $49.7 million.

In the ordinary course of business, we enter into various agreements providing financial or performance assurances to clients that may cover certain unconsolidated partnerships, joint ventures or other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments and are generally a guaranty of our own performance. These assurances have various expiration dates ranging from mechanical completion of the facilities being constructed to a period extending beyond contract completion. The maximum potential payment amount of an outstanding performance guarantee is the remaining cost of work to be performed under engineering and construction contracts. Amounts that may be required to be paid in excess of our estimated cost to complete contracts in progress are not estimable. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For fixed price contracts, this amount is the cost to complete the contracted work less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where cost exceeds the remaining amounts payable under the contract, we may have recourse to third parties such as owners, co-venturers, subcontractors or vendors.

We have recorded a liability of $8.9 million associated with certain lease obligations in connection with the deconsolidation of our Toronto-based operations.

Environmental Liabilities

The LandBank Group, Inc. (LandBank), a subsidiary of our Environmental and Infrastructure (E&I) segment, remediates previously acquired environmentally impaired real estate. The real estate was recorded at cost, typically reflecting some degree of discount due to environmental issues related to the real estate. As remediation efforts are expended, the book value of the real estate is increased to reflect improvements made to the asset. Additionally, LandBank records a liability for estimated remediation costs for real estate that is sold, but for which the environmental obligation is retained. We also record an environmental liability for properties held by LandBank if funds are received from transactions separate from the original purchase to pay for environmental remediation costs. There are no recent additions to the LandBank portfolio of properties, and at this time we are not pursuing additional opportunities. Accordingly, we are not incurring incremental environmental liability beyond the portfolio that currently exists. Existing liabilities are reviewed quarterly, or more frequently, as additional information becomes available. We also have insurance coverage that helps mitigate our liability exposure. At August 31, 2012, and August 31, 2011, our E&I segment had approximately $1.2 million and $1.9 million, respectively, of environmental liabilities recorded in other liabilities in the accompanying balance sheets. LandBank environmental liability exposure beyond that which is recorded is estimated to be immaterial.

Employment Contracts

We have entered into employment agreements with each of our senior corporate executives and certain other key employees. In the event of termination, these individuals may be entitled to receive their base salaries, management incentive payments, and certain other benefits for the remaining term of their agreement and all options and similar awards may become fully vested. Additionally, for certain executives, in the event of death, their estates are entitled to certain payments and benefits.

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Note 16 — Business Segments

Our reportable segments are Power; Plant Services; Environmental and Infrastructure (E&I); Fabrication and Manufacturing (F&M); Energy and Chemicals (E&C); Investment in Westinghouse; and Corporate.

The Power segment provides a range of project-related services, including design, engineering, construction, procurement, technology and consulting services, primarily to the global fossil and nuclear power generation industries.

The Plant Services segment performs routine and outage/turnaround maintenance, predictive and preventative maintenance, as well as construction and major modification services, to clients’ facilities in the fossil and nuclear power generation industries and industrial markets primarily in North America.

The E&I segment provides integrated engineering, design, construction and program and construction management services and executes environmental remediation solutions primarily to the U.S. government, state/local government agencies and private-sector clients worldwide. During the fourth quarter of fiscal year 2012, the consulting business that previously resided in our E&C segment, was incorporated into our E&I segment. The move of this business did not change the overall composition of the E&I segment, as it is not dissimilar to other consulting business already in the E&I segment. The transfer was also not material in relation to any previously filed segment reporting financial information. Therefore, the prior periods were not recasted to reflect this change.

The F&M segment provides integrated fabricated piping systems and services for new construction, site expansion and retrofit projects for power generating energy, chemical and petrochemical plants. We operate several pipe and steel fabrication facilities in the U.S. and abroad. We also operate two manufacturing facilities that provide pipe fittings for our pipe fabrication services operations, as well as to third parties. In addition, we operate several distribution centers in the U.S., which distribute our products to clients.

On August 31, 2012, we completed the E&C Sale for approximately $290.0 million in cash. Remaining in the E&C segment as of August 31, 2012, are our obligations under an engineering, procurement and construction contract associated with a large ethylene plant in southeast Asia that is nearing completion. Also retained was the consulting business, which was incorporated into our E&I segment as discussed above.

The Investment in Westinghouse segment includes NEH’s Westinghouse Equity and the Westinghouse Bonds. Westinghouse serves the domestic and international nuclear electric power industry by supplying advanced nuclear plant designs and equipment, fuel and a wide range of other products and services to the owners and operators of nuclear power plants. Please see Note 8 – Equity Method Investments and Variable Interest Entities and Note 10 – Debt and Revolving Lines of Credit for additional information.

The Corporate segment includes corporate management and expenses associated with managing the overall company. These expenses include compensation and benefits of corporate management and staff, legal and professional fees and administrative and general expenses that are not directly associated with the other segments. Our Corporate assets primarily include cash, cash equivalents and short-term investments held by the corporate entities and property and equipment related to the corporate facility and certain information technology assets.

The following tables present certain financial information for our segments (in millions):

	Power			Plant Services		E&I			F&M			E&C			Investment In Westinghouse		Corporate and other			Total
Fiscal Year 2012
Revenues from external clients	$	1,973.4		$	1,089.2	$	1,814.4		$	551.5		$	579.9		$	—	$	—		$	6,008.4
Intersegment revenues		12.2			237.4		5.4			—			5.9			—		—			260.9
Interest income		0.5			—		0.2			0.1			0.5			—		4.1			5.4
Interest expense		0.2			—		—			0.2			—			40.6		5.9			46.9
Depreciation and amortization		28.4			1.9		14.0			18.9			9.4			—		1.8			74.4
Income (loss) before income taxes		30.6			69.8		102.8			68.8			41.5			0.1		(73.5	)		240.1
Earnings (losses) from unconsolidated entities, net of tax		(1.5	)		—		0.9			(0.5	)		5.0			12.3		—			16.2
Goodwill		139.2			42.0		206.9			16.4			—			—		—			404.5
Total assets		2,009.0			346.5		1,129.6			695.4			586.7			1,216.9		245.9			6,230.0
Investment in and advances to equity method investees		—			—		5.3			0.9			—			—		—			6.2
Purchases of property and equipment		34.3			0.1		16.2			14.4			1.4			—		12.2			78.6
Increases (decreases) in other assets, long-term, net		(0.3	)		—		(2.2	)		0.1			(8.4	)		—		1.2			(9.6	)

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	Power			Plant Services		E&I		F&M		E&C			Investment In Westinghouse			Corporate and other			Total
Fiscal Year 2011
Revenues from external clients	$	2,116.8		$	924.7	$	1,894.3	$	408.6	$	593.3		$	—		$	—		$	5,937.7
Intersegment revenues		11.1			50.5		7.6		—		7.9			—			—			77.1
Interest income		8.1			—		0.1		0.7		0.9			—			6.8			16.6
Interest expense		0.5			—		—		—		0.1			41.6			4.9			47.1
Depreciation and amortization		27.6			1.8		13.9		17.5		10.3			—			2.8			73.9
Income (loss) before income taxes		1.8			59.8		117.3		20.6		(190.3	)		(201.9	)		(108.2	)		(300.9	)
Earnings (losses) from unconsolidated entities, net of tax		0.4			—		1.2		—		3.8			20.9			—			26.3
Goodwill		139.2			42.0		207.9		17.6		139.1			—			—			545.8
Total assets		2,129.0			270.2		1,060.9		710.0		482.9			1,266.4			404.3			6,323.7
Investment in and advances to equity method investees		—			—		5.3		—		9.5			—			—			14.8
Purchases of property and equipment		50.8			0.1		11.7		29.0		5.4			—			4.8			101.8
Increases (decreases) in other assets, long-term, net		(4.8	)		—		2.5		0.3		(4.1	)		—			1.4			(4.7	)

	Power			Plant Services			E&I		F&M		E&C			Investment In Westinghouse			Corporate and other			Total
Fiscal Year 2010
Revenues from external clients	$	2,297.9		$	881.0		$	2,215.2	$	492.0	$	1,097.8		$	—		$	0.1		$	6,984.0
Intersegment revenues		4.6			49.7			16.8		—		0.8			—			—			71.9
Interest income		0.4			—			1.4		0.4		0.4			—			11.1			13.7
Interest expense		1.2			0.1			0.2		0.1		(0.2	)		38.1			4.4			43.9
Depreciation and amortization		23.6			1.8			12.2		13.6		9.7			—			1.9			62.8
Income (loss) before income taxes		64.9			43.7			138.8		63.9		47.7			(169.8	)		(58.1	)		131.1
Earnings (losses) from unconsolidated entities, net of tax		—			—			0.7		—		(0.2	)		7.0			(0.4	)		7.1
Goodwill		139.2			42.0			189.8		16.5		112.0			—			—			499.5
Total assets		2,041.2			206.4			1,185.4		664.8		717.7			1,197.8			965.6			6,978.9
Investment in and advances to equity method investees		—			—			6.8		—		4.9			—			—			11.7
Purchases of property and equipment		110.7			0.4			14.2		38.6		6.5			—			15.4			185.8
Increases (decreases) in other assets, long-term, net		(7.7	)		(1.5	)		33.1		—		(2.2	)		—			(3.8	)		17.9

A reconciliation of total segment assets to total consolidated assets is as follows (in millions):

	At August 31,
	2012			2011			2010
Total segment assets	$	6,230.0		$	6,323.7		$	6,978.9
Elimination of intercompany receivables		(635.2	)		(468.4	)		(570.5	)
Elimination of investments in subsidiaries		(587.3	)		(368.3	)		(412.1	)
Income tax entries not allocated to segments		—			—			—
Total consolidated assets	$	5,007.5		$	5,487.0		$	5,996.3

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The following tables present geographic revenues and long-lived assets (in millions):

	For the Year Ended August 31,
	2012		2011		2010
Revenues:
United States	$	5,187.6	$	5,032.2	$	5,619.0
Asia/Pacific Rim countries		489.1		573.3		948.4
Middle East		163.4		141.7		263.2
United Kingdom and other European countries		53.5		105.8		67.6
South America and Mexico		85.7		56.2		16.0
Canada		16.3		18.8		23.3
Other		12.8		9.7		46.5
Total Revenues	$	6,008.4	$	5,937.7	$	6,984.0

	At August 31,
	2012		2011		2010
Long-Lived Assets:
United States	$	469.2	$	521.5	$	538.5
United Kingdom		19.6		15.2		4.3
Other foreign countries		128.5		102.9		67.1
Total Long-Lived Assets	$	617.3	$	639.6	$	609.9

Revenues are attributed to geographic regions based on location of the project or the ultimate destination of the product sold. Long-lived assets include all long-term assets, except those specifically excluded under ASC 280, Segment Reporting, such as deferred income taxes and goodwill, which is primarily attributable to domestic reporting entities. See segment tables above as well as Note 9 – Goodwill and Other Intangibles for additional information.

Major Clients

Our clients are principally regulated electric utilities, independent and, U.S. Government agencies, multinational and national oil companies and industrial corporations. Revenues related to U.S. Government agencies or entities owned by the U.S. Government were $1,319.3 million, $1,281.1 million and $1,724.5 million for the fiscal years ended August 31, 2012, 2011 and 2010, respectively, representing approximately 22%, 22% and 25% of our total revenues for fiscal years 2012, 2011 and 2010, respectively. These revenues were recorded primarily in our E&I segment.

Information about our revenues by segment for major clients is as follows (in millions):

Segment	Number of Clients		Revenues		Percentage of Segment Revenues
Power		4	$	1,504.8		76	%
Plant Services		3		503.4		46	%
E&I		1		1,318.4		73	%
F&M		2		115.0		21	%
E&C		1		273.9		47	%

U.S. Government agencies or entities are considered to be under common control and are treated as a single client of our E&I segment in the table above.

Export Revenues

For the fiscal years ended August 31, 2012, 2011 and 2010, our international revenues include approximately $311.2 million, $491.0 million and $752.2 million, respectively, of exports from our domestic facilities.

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Note 17 — Supplemental Disclosure to Earnings (Losses) Per Common Share

Weighted average shares outstanding for the fiscal years ended August 31, 2012, 2011 and 2010, were as follows (in thousands):

	For the Year Ended August 31,
	2012		2011		2010

Basic		67,462		80,223		84,041
Diluted:
Stock options		675		—		1,022
Restricted stock		399		—		771
Diluted		68,536		80,223		85,834

The following table includes weighted-average shares excluded from the calculation of diluted income (loss) per share because they were anti-dilutive (in thousands):

	For the Year Ended August 31,
	2012		2011		2010

Stock options		1,596		4,139		1,222
Restricted stock		204		1,752		103

Note 18 — Employee Benefit Plans

The employee benefit and others plans described below cover eligible employees.

Defined Contribution Plans

We sponsor voluntary defined contribution plans for substantially all U.S. employees who are not subject to collective bargaining agreements. Contributions by eligible employees are matched by Company contributions up to statutory levels. Our expense for the plans for the fiscal years ended August 31, 2012, 2011 and 2010, was approximately $36.3 million, $36.4 million and $34.7 million, respectively. Our plans offer employees a number of investment options, including a limited amount for investment in our common stock. Company stock held in the plans is purchased on the open market. At August 31, 2012 and 2011, our plans owned 1,054,169 shares and 1,362,378 shares, respectively, of our common stock. The fair value of the common stock owned by the plans was $44.4 million and $31.8 million at August 31, 2012 and 2011, respectively. In addition to the plans above, we have one foreign sponsored defined contribution plan at August 31, 2012 and had two at August 31, 2011. Our expense for these plans for the fiscal years ended August 31, 2012, 2011 and 2010, was approximately $0.9 million, $1.2 million and $2.5 million, respectively.

Defined Benefit Plans

Certain of our foreign subsidiaries sponsor both contributory and noncontributory defined benefit plans for their employees. These plans have been closed to new entrants, and two out of three plans have also curtailed future retirement benefits for all active members. Benefits payable under these plans will be limited to those benefits accumulated at the time of curtailment adjusted by statutory inflation indices where applicable. Our funding policy is to contribute for current service costs plus minimum special payments when warranted by applicable regulations. Additionally, we may elect to make discretionary contributions.

ASC 715, Compensation - Retirement Benefits, requires us to recognize the funded status of our defined benefit plans directly in our consolidated balance sheets. ASC 715 also requires us to recognize the funded status of defined benefit pension and other postretirement plans as a net asset or liability and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income to the extent those changes are not included in the net periodic cost. Other comprehensive income (loss) reflects gain or loss and prior service costs or credit amounts arising during the period and reclassification adjustments for amounts being recognized as components of net periodic benefit cost during the year, net of tax.

The divestiture activity noted below is the result of deconsolidating the Toronto-based operations upon filing for bankruptcy, as discussed in Note 1 – Description of Business and Summary of Significant Accounting Policies.

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Defined Benefit Pension Obligation and Funded Status

Below is a reconciliation of projected benefit obligations, plan assets and the funded status of our defined benefit plans (in thousands):

	For the Year Ended August 31,
	2012			2011
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	161,716		$	158,700
Service cost		63			151
Interest cost		7,088			7,998
Actuarial loss (gain)		15,661			(6,357	)
Benefits paid		(6,472	)		(7,787	)
Deconsolidation		(20,012	)		—
Foreign currency exchange		(4,578	)		9,011
Other		(668	)		—
Projected benefit obligation at end of year	$	152,798		$	161,716
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$	145,951		$	133,129
Actual return on plan assets		14,120			7,766
Company contributions		16,685			5,284
Benefits paid		(6,472	)		(7,787	)
Deconsolidation		(17,934	)		—
Foreign currency exchange		(4,134	)		7,559
Other		(326	)		—
Fair value of the plan assets at end of year	$	147,890		$	145,951
Funded status at end of year	$	(4,908	)	$	(15,765	)

The funded status of our defined benefit pension plans of $(4.9) million and $(15.8) million at August 31, 2012 and August 31, 2011, respectively, is included in other liabilities shown on our consolidated balance sheets.

Components of Net Periodic Benefit Cost and Changes Recognized in Other Comprehensive Income (Loss)

	For the Year Ended August 31,
(In thousands)	2012			2011			2010
Net periodic benefit cost:
Service cost	$	63		$	151		$	135
Interest cost		7,088			7,998			8,034
Expected return on plan assets		(7,444	)		(8,377	)		(7,197	)
Amortization of net loss		2,138			3,725			3,284
Deconsolidation		292			—			—
Other		(342	)		43			40
Total net periodic benefit cost	$	1,795		$	3,540		$	4,296

(Increase) decrease recognized in other comprehensive

income (loss):

Net loss (gain)	$	8,985		$	(5,609	)	$	9,099
Amortization of net actuarial loss		(2,509	)		(3,787	)		(3,263	)
Deconsolidation		(2,637	)		—			—
Other amortization		—			(43	)		(40	)
Total (increase) decrease recognized in other comprehensive income (loss)	$	3,839		$	(9,439	)	$	5,796

Unrecognized net actuarial losses totaling $50.4 million and $51.6 million at August 31, 2012 and August 31, 2011, respectively, are classified in accumulated other comprehensive loss. We estimate that $1.5 million of net actuarial losses will be amortized from accumulated other comprehensive income (loss) into net pension expense during fiscal year 2013.

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Assumptions

	For the Year Ended August 31,
	2012				2011				2010
Weighted-average assumptions used to determine benefit obligations at August 31:
Discount rate		4.30	%		5.00	-	5.30	%	4.75	-	4.90	%
Rate of compensation increase		—				4.00	%			4.00	%
Weighted-average assumptions used to determine net periodic benefit cost for years ended August 31:
Discount rate	5.00	-	5.30	%	4.75	-	4.90	%	5.60	-	5.75	%
Expected long-term rate of return on assets	6.00	-	6.22	%	6.00	-	6.75	%	5.99	-	7.00	%
Rate of compensation increase at end of the year		4.00	%			4.00	%			4.00	%

We record annual amounts relating to our pension plans based on calculations that incorporate various actuarial and other assumptions including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. We review assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income (loss) and amortized to net periodic cost over future periods using the corridor method. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience and market conditions.

Long-term Rate of Return Assumptions

The expected long-term rate of return on plan assets is developed by blending the expected returns on each class of investment in the plans’ portfolio. The expected returns by asset class are developed considering both past performance and future considerations. Annually, we review and adjust, as required, the long-term rate of return for our pension plans.

Accumulated Benefit Obligation

The combined accumulated benefit obligations of our defined benefit pension plans was $152.8 million and $161.8 million at August 31, 2012 and 2011, respectively.

Plan Assets, Investment Policies and Strategies and Expected Long-Term Rate of Return on Plan Assets

Pension plan asset allocations at August 31, 2012 and 2011, by asset category, are as follows:

	At August 31,
Asset Category	2012			2011
Equity securities		48.8	%		53.5	%
Debt securities		48.0			43.5
Other		3.2			3.0
Total		100.0	%		100.0	%

The plan trustees are responsible for ensuring that the investments of the plans are managed in a prudent and effective manner, and at a reasonable cost, so that there will be sufficient amounts to meet the benefits as they mature. To this end, the investment objective is to balance return and funding risks.

Each plan has a target asset allocation. On a combined weighted-average basis, target asset allocations are 50% for equity securities, 38% to 50% for debt securities and 0% to 12% for other investments. Asset class targets may vary from the stated allocations depending upon prevailing market conditions. In estimating the expected return on plan assets, the Company considers past performance and future expectations for both the types and expected mix of investments held.

The fair values of our defined benefit pension plan assets by asset category are as follows (in thousands):

	Fair Value Measurements as of August 31, 2012
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	1,437	$	1,437	$	—	$	—
Equity securities (a)		72,125		—		72,125		—
Fixed Income securities (b)		71,013		—		71,013		—
Real estate		3,315		—				3,315
Total	$	147,890	$	1,437	$	143,138	$	3,315

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	Fair Value Measurements as of August 31, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	1,232	$	1,232	$	—	$	—
Equity securities (a)		78,129		—		78,129		—
Fixed Income securities (b)		63,463		—		63,210		253
Real estate		3,127		—		—		3,127
Total	$	145,951	$	1,232	$	141,339	$	3,380

(a)	Equity securities are equity funds and equity index funds that hold U.S. and foreign equity securities and mutual funds. These equity securities were previously classified as Level 1 and have been reclassified at August 31, 2010 as Level 2.

(b)	Fixed income securities include government and corporate bonds, annuity contracts and bond funds that hold government and corporate bonds, U.S. and foreign.

The following is a description of the primary valuation methodologies used for our pension assets measured at fair value:

Corporate bonds and government bonds: Valued at the closing price reported on the active market on which the individual securities are traded or at quoted prices if in markets that are not active, broker dealer quotations or other methods by which all significant inputs are observable, either directly or indirectly.

·	Equity securities: Valued at the net asset value of shares held at year end

·	Real Estate: Valued at net asset value per unit held at year end.

Contributions and Benefit Payments

We expect to contribute $2.5 million to the plans in fiscal year 2013. The following benefit payments are expected to be paid from the plans (in thousands):

Fiscal Year	Pension Benefits
2013	$	6,208
2014		6,344
2015		6,636
2016		7,299
2017		7,276
2018 — 2022		39,101

In addition to the pension plans for current employees, we sponsor a defined benefit pension plan for certain former employees of one of our subsidiaries. No new participants have been admitted to the plan in the last fourteen years. The plan’s benefit formulas generally base payments to retired employees upon their length of service. The plan’s assets are invested in fixed income and equity based mutual funds. At August 31, 2012 and 2011, the fair market value of the plan assets was $1.2 million and $1.3 million, respectively, which exceeded the estimated accumulated projected benefit obligation each year. Pension assets included in non-current assets at August 31, 2012 and 2011 were $1.0 million and $1.1 million, respectively.

Multiemployer Plans

We participate in various multiemployer pension plans under union and industry-wide agreements. However, we do not control any of these plans. Generally, these plans provide defined benefits to substantially all employees covered by collective bargaining agreements. Under the Employee Retirement Income Security Act (ERISA), a contributor to a multiemployer plan may be liable, upon termination or withdrawal from a plan, for its proportionate share of a plan’s unfunded vested liability. However, such potential liability, if any, would be determined by the plan’s trustee at the point of termination or withdrawal and not necessarily tied to our level of contributions.

We recognize expense in connection with these plans through hourly rates as labor costs are incurred. We recognized expense during fiscal years 2012, 2011, and 2010 of $87.8 million, $68.6 million, and $63.4 million, respectively. Included in these amounts are contributions to defined contribution pension plans of $13.0 million, $10.5 million, and $12.1 million during fiscal years 2012, 2011, and 2010, respectively. These amounts represent mostly insignificant contributions to many multiemployer pension plans.

F-51

We adopted ASU 2011-09, effective August 31, 2012, which requires additional disclosure for all significant multiemployer pension plans. (See Note 1- Description of Business and Summary of Significant Accounting Policies for more information concerning this new provision.)

The following table presents information concerning our participation in significant multiemployer defined benefit pension plans:

Pension Fund	EIN/ Plan Number		Plan Year End	Pension Protection Act % Funded (a)				FIP/RP (a)	Company Contributions (in thousands)						Expiration Date of Collective Bargaining Agreement/ Labor Agreement
				2012	2011				2012		2011		2010
Boilermaker-Blacksmith National Pension Trust		48- 6168020/001	12/31	NA		80	%	FIP	$	7,592	$	4,715	$	3,090	12/31/2012

San Diego County Construction Laborers' Pension Trust Fund (b)		95- 6090541/001	08/31	NA		83	%	No	$	1,140	$	887	$	736	06/01/2013

IBEW Local 1579 Pension Plan (c)		58- 1254974/001	09/30	NA		68	%	FIP	$	1,809	$	454	$	102	11/30/2018

Utah Pipe Trades Pension Trust Fund (b)		51- 6077569/001	12/31	NA		99	%	No	$	1,838	$	1,899	$	1,643	10/31/2015

Greenville Plumb & Steamfitters Pension Ret. Fund (b)		57- 6041658/068	06/30	NA		67	%	No	$	961	$	761	$	319	12/31/2013

Plumbers & Steamfitters Local 150 Local Pension Fund (b)		58- 6116699/001	12/31	NA		54	%	FIP	$	2,029	$	759	$	84	11/30/2018

All plans not individually significant									$	59,423	$	48,630	$	45,313

Total									$	74,792	$	58,105	$	51,287

NA- information is not available

(a)	As defined by the Pension Protection Act, “PPA”, the zone status indicates the percent the plan is funded for plan years presented.

Red Zone: plans generally funded less than 65%;

Yellow Zone: plans generally funded less than 80%;

Green Zone : at least 80% funded.

The requirement for financial improvement plans, “FIP”, or rehabilitation plans, “RP”, is determined by the funding level or zone of the applicable plan.

(b)

According to the multiemployer pension plans’ latest available Forms 5500, we were listed as contributing more than 5 percent of the total contributions for 2011 and 2010. If we were to exit certain markets or otherwise cease making contributions this fund, we might trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated.

(c)

According to the multiemployer pension plan’s latest available Forms 5500, we were listed as contributing more than 5 percent of the total contributions for 2011. If we were to exit certain markets or otherwise cease making contributions this fund, we might trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated.

We also contribute to multiemployer other post-retirement benefit plans that provide medical benefits to active and retired participants. We have made contributions of $76.6 million, $56.3 million, and $55.9 million for 2012, 2011 and 2010, for these additional benefits.

Supplemental Deferred Compensation Plans

We deposited cash of approximately $3.6 million and $1.9 million during the years ended August 31, 2012 and August 31, 2011, respectively, for a limited number of key employees under the terms of our Deferred Compensation Plan. This plan is a non-qualified plan for a select group of our highly compensated employees and is utilized primarily as a vehicle to provide discretionary deferred compensation amounts, subject to multi-year cliff vesting requirements, in connection with the recruitment or retention of key employees. The long-term deferral awards are evidenced by individual agreements with the participating employees and generally require the employee to maintain continuous employment with us or an affiliate for a minimum period of time. Participating employees direct the funds into investment options, and earnings and losses related to the investments are reflected in each participating employee’s account. At August 31, 2012 and August 31, 2011, $11.5 million and $8.2 million, respectively, related to these plans is included in restricted cash, cash equivalents and short-term investments on our balance sheet.

In addition to our contributions to the Deferred Compensation Plan, we deposited cash of $1.0 million as of August 31, 2008 into interest bearing accounts pursuant to employment agreements entered into with certain employees. In accordance with the employment agreements, we paid out the balance of these accounts during fiscal year 2011.

F-52

We previously deposited $15.0 million for our Chief Executive Officer into an irrevocable trust (often referred to as a Rabbi Trust) which invests the funds relating to a non-compete agreement. The amount of the initial deposit was previously expensed. In December 2011, we converted the deferred compensation award into a Supplemental Executive Retirement Plan (SERP). At August 31, 2012 and August 31, 2011, $18.7 million and $18.5 million, respectively, related to this SERP are included in restricted cash, cash equivalents and short-term investments as well as other current assets on our balance sheet. The net present value of the SERP, which factors in the estimated holding period and the company’s credit rating, is $17.0 million as of August 31, 2012.

Compensation expense recognized in the years ended August 31, 2012, 2011 and 2010 was $3.0 million, $2.5 million and $3.7 million, respectively, for these plans and agreements.

Note 19 — Related Party Transactions

The following tables summarize the related party transactions with unconsolidated entities included in our consolidated financial statements for the fiscal years ending August 31, 2012, 2011 and 2010 and at August 31, 2012 and 2011 (in thousands):

	For the Year Ended August 31,
	2012		2011		2010
Westinghouse related	$	70,150	$	5,081	$	1,631
Other		16,911		14,745		6,020
Total revenue from unconsolidated entities	$	87,061	$	19,826	$	7,651

	August 31,
	2012		2011
Westinghouse related	$	266	$	552
Other		3,994		4,638
Total accounts and other receivables from unconsolidated entities	$	4,260	$	5,190

	August 31,
	2012		2011
Westinghouse related	$	19	$	15
Other		—		—
Total advances to unconsolidated entities	$	19	$	15

In February 2011, we contributed $1.5 million to The Clemson University Foundation (Foundation). Clemson University has one of the nation’s premier engineering programs, featuring highly-regarded faculty, accomplished students and world-class facilities. The university is conducting critical research for the nuclear industry and training the next-generation nuclear workforce. James F. Barker, one of our directors, serves on the board of the Foundation and is president of the university. Further, Clemson’s location in South Carolina is near one of Shaw’s fabrication facilities and several nuclear projects Shaw is currently constructing.

At times, we enter into material contractual arrangements with Westinghouse. NEH, a wholly-owned special purpose entity, owns a 20% interest in Westinghouse (see Note 8 – Equity Method Investments and Variable Interest Entities).

Note 20 —Accounting for Claims, Unapproved Change Orders and Incentives on Long-Term Construction Contracts

Claims include amounts in excess of the original contract price (as it may be adjusted for approved change orders) that we seek to collect from our clients for delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price or other causes of unanticipated additional costs, and are included in estimated revenues when recovery of the amounts is probable and the costs can be reasonably estimated. Similarly, backcharges and claims against vendors, subcontractors and others are included in our cost estimates as a reduction in total estimated costs when recovery of the amounts is probable and the costs can be reasonably estimated.

Claims and backcharges are recorded at the amount deemed probable of recovery up to the amount of estimated costs, and profit is not recorded until the claim or backcharge is resolved. The recognition of these items may increase gross profit or reduce gross loss on the related projects as compared to the gross profit/gross loss that would have been recognized had no claim revenue been recorded. Claims receivable are included in costs and estimated earnings in excess of billings on uncompleted contracts on the accompanying consolidated balance sheets.

We enter into cost-reimbursable arrangements in which the final outcome or overall estimate at completion may be materially different than the original contract estimated value. We believe the terms of such contracts indicate costs are to be reimbursed by our clients. However, we typically process change notice requests to document agreement as to scope and price and thereby mitigate potential exposure relative to costs incurred in excess of agreed upon contract value. Due to the nature of these items, we have not classified and disclosed costs incurred in excess of agreed upon contract value as unapproved change orders.

F-53

Unapproved Change Orders and Claims

The table below (in millions) summarizes information related to our significant unapproved change orders and claims from project owners that we have recorded on a total project basis at August 31, 2012, and 2011, and excludes all unrecorded amounts and non-significant unapproved change orders and claims.

	Fiscal Year 2012			Fiscal Year 2011
Amounts included in project estimates-at-completion at September 1	$	448.3		$	111.6
Changes in estimates-at-completion		452.1			417.5
Approved		(519.0	)		(80.8	)
Amounts included in project estimates-at-completion at August 31, for unapproved change orders and claims	$	381.4		$	448.3

Amounts recorded in revenues (or reductions to contract costs) on a percentage-of-completion basis at August 31	$	86.9		$	103.5

In the table above, the difference between the amounts included in project estimates-at-completion and the amounts recorded in revenues (or reductions to contract costs) on a total project basis represents the forecasted costs for work which has not yet been incurred (i.e. the remaining percentage-of-completion revenue to be recognized on the related project). The amounts presented in this table include, but are not limited to, those matters currently in litigation or arbitration for which we have recorded revenue. Additional discussion regarding our legal proceedings relating to unapproved change orders and claims in litigation or arbitration is provided in our Legal Proceedings in Note 15 – Contingencies and Commitments and Note 8 – Equity Method Investments and Variable Interest Entities.

The majority of the amounts included in the project estimates-at-completion in the table above relate to engineering, equipment supply, material fabrication and construction cost estimates and costs from regulatory required design changes and delays in our clients’ obtaining combined operating licenses (COLs) for two nuclear power reactors in Georgia. Under the provisions of this contract, we have entered into a formal dispute resolution process on certain claims associated with backfill activities, shield building, large structural modules and COL issuance delays included within construction costs at the site. As provided in the contract, we have received a partial funding payment from our customer of $29.0 million related to the backfill costs and $96 million related to the COL issuance delays while the dispute resolution process continues. These amounts are included in billings in excess of costs and estimated earnings on uncompleted contracts. Should we not prevail in this dispute, we may be required to repay a portion or all of this amount. We continue to discuss with our client the impact of the remaining elements of the unapproved change orders associated with this project. Should the matters in Georgia proceed to formal dispute resolution, our contract calls for the clients to co-fund our costs until the matters are resolved.

In connection with our consortium agreement for the design and construction of two domestic nuclear power reactors in South Carolina, we reached an agreement with the client to settle certain change orders resulting from regulatory required design changes and COL issuance delays on the project. As a result of this agreement these costs have been excluded from the total of unapproved change orders presented above. Additionally, we successfully negotiated a contract amendment related to $24.3 million of previously unapproved change orders on a new build coal-fired project that is nearing completion.

We believe the amounts included in the table above related to all of our AP1000 nuclear and other projects are recoverable from our clients under existing provisions of our contractual arrangements. The nuclear power projects have a long construction duration and the cost estimates cover costs that will not be incurred for several years. It is expected that the cost estimates resulting from the design changes and COL delays will continue to be refined as more information becomes available. It is possible that these commercial matters may not be resolved in the near term.

Under the terms of two consortium agreements with WEC, which is our EPC partner, to design and construct the four nuclear power reactors, we perform much of the pipe, steel and modular fabrication and assembly and certain engineering and construction related activities on the domestic AP1000 nuclear projects, with WEC being responsible for the nuclear island engineering and equipment supply. During the quarter ended February 29, 2012, we signed a memorandum of understanding with WEC (“the WEC MOU”) wherein WEC has the obligation, in addition to obligations under the original consortium agreement, to reimburse us for material and fabrication costs associated with design changes to the extent these costs are not recovered from our clients. Accordingly, amounts which may be recovered under the WEC MOU have been excluded from the unapproved change orders and claims presented in the table above, even when we are seeking recovery from the client. These consortium agreements, as supplemented by the WEC MOU, provide a contractual mechanism for cost sharing to the extent project costs exceed certain thresholds and are not recovered from our clients. Our costs, including construction related expenses, resulting from the design changes and delays in issuance of the COLs would be considered within this cost sharing mechanism. As of August 31, 2012, we estimate that our recovery under these consortium agreements and the related WEC MOU is approximately $292.9 million, which has been excluded from the presentation of unapproved change orders in the above table. The amounts recoverable from WEC will decline to the extent we recover the costs from our clients.

F-54

In the ordinary course of business, the Company enters into various agreements and guarantees to clients. While in most cases these performance risks are offset by similar guarantees by our suppliers, there are instances where the full extent of the exposure is not eliminated.

In general, if we collect amounts differing from the amounts that we have recorded as unapproved change orders/claims receivable on any of our projects, that difference will be reflected in the estimate at completion (EAC) used in determining contract profit or loss. Timing of claim collections is uncertain and depends on such items as regulatory approvals, negotiated settlements, trial date scheduling and other dispute resolution processes pursuant to the contracts. As a result, we may not collect our unapproved change orders/claims receivable within the next twelve months. Should we not prevail in these matters, the outcome could have an adverse effect on our statements of operations and statement of cash flows.

Project Incentives

Some of our contracts contain performance incentive and award fee arrangements (collectively referred to as incentive fees) that provide for increasing or decreasing our revenue based upon the achievement of some measure of contract performance in relation to agreed upon targets. Incentive fees can occur in all segments, but the majority of contracts containing project incentives are in our Plant Services and E&I segments. Therefore, the gross profit in those segments may be significantly influenced by these project incentives.

We include in our EAC revenue an estimate of the probable amounts of the incentive fees we expect to earn if we achieve the agreed-upon criteria. We bill incentive fees based on the terms and conditions of the individual contracts which may allow billing over the performance period of the contract or only after the target criterion have been achieved. We generally recognize incentive fee revenue using the percentage of completion method of accounting. As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary. Incentive fees which have been recognized but not billed are included in costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets. Incentive fees that have been billed but for which we have not recognized as revenue are included in the advanced billings and billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets.

At August 31, 2012, and August 31, 2011, our project EACs included approximately $78.2 million and $109.0 million, respectively, related to estimates of amounts we expect to earn on incentive fee arrangement. We have recorded $48.0 million and $64.8 million as of August 31, 2012, and August 31, 2011, respectively, of these estimated amounts in revenues for the related contracts. If we do not achieve the criteria at the amounts we have estimated, project revenues and profit may be materially reduced.

Contract Losses

When the current estimates of total contract revenue and contract cost indicate a loss, we record a provision for the entire loss on the contract in the period in which the loss became evident. The provision for contract losses was $15.0 million and $36.5 million at August 31, 2012 and 2011, respectively, and is included in billings in excess of costs and estimated earnings on uncompleted contracts on the accompanying balance sheets.

Note 21 — Supplemental Cash Flow Information

Supplemental cash flow information for the years ended August 31, 2012, 2011 and 2010 is presented below (in thousands):

	For Year Ended August 31,
	2012			2011			2010
Cash payments (receipts) for:
Interest, net of capitalized interest	$	39,955		$	35,558		$	32,906
Income taxes, net refunds		(14,245	)		39,523			66,909
Non-cash investing and financing activities:
Additions to property, plant and equipment		9,452			702			6,909
Contingent consideration for CPE acquisition		—			9,667			—
Financed software maintenance agreements		6,893			—			—
Interest rate swap contract on JYP-denominated bonds, net of deferred tax of $5,298, $2,380, and $(729), respectively		(8,391	)		(3,803	)		1,144
Equity in unconsolidated entities other comprehensive income (loss), net of deferred tax of $(11,398), $9,749, and ($7,411), respectively		18,053			(15,573	)		11,640

F-55

Note 22 — Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the years ended August 31, 2012 and 2011 are as follows (in thousands, except per share data):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year ended August 31, 2012
Revenues	$	1,517,603		$	1,474,736		$	1,560,768		$	1,455,328
Gross profit	$	119,942		$	108,625		$	56,539		$	142,858
Operating income (loss)	$	50,465		$	46,765		$	(1,808	)	$	139,520
Interest expense, net	$	(9,910	)	$	(10,898	)	$	(10,259	)	$	(10,445	)
Foreign currency transaction gains (losses)	$	27,359		$	50,145		$	(22,273	)	$	(14,139	)
Income before income taxes and earnings (losses) from unconsolidated entities	$	68,382		$	88,081		$	(34,312	)	$	117,901
Net income (loss) attributable to Shaw	$	49,244		$	52,489		$	(16,009	)	$	113,193
Net income (loss) attributable to Shaw per common share:
Basic	$	0.69		$	0.79		$	(0.24	)	$	1.71
Diluted	$	0.68		$	0.78		$	(0.24	)	$	1.68


Year ended August 31, 2011
Revenues	$	1,543,282		$	1,424,814		$	1,489,956		$	1,479,682
Gross profit	$	61,604		$	115,960		$	10,142		$	8,636
Operating income (loss)	$	(9,291	)	$	42,904		$	(109,077	)	$	(49,839	)
Interest expense, net	$	(9,530	)	$	(5,414	)	$	(9,678	)	$	(5,845	)
Foreign currency transaction gains (losses)	$	(11,412	)	$	(43,945	)	$	(12,546	)	$	(83,401	)
Income before income taxes and earnings (losses) from unconsolidated entities	$	(29,849	)	$	(2,538	)	$	(129,600	)	$	(138,933	)
Net income (loss) attributable to Shaw	$	(16,003	)	$	1,196		$	(69,952	)	$	(90,257	)
Net income (loss) attributable to Shaw per common share:
Basic	$	(0.19	)	$	0.01		$	(0.89	)	$	(1.25	)
Diluted	$	(0.19	)	$	0.01		$	(0.89	)	$	(1.25	)

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Combined Financial Statements

Fiscal Years Ended March 31, 2012, 2011 and 2010

Contents

Report of Independent Registered Public Accounting Firm	1

Combined Financial Statements

Combined Balance Sheets	2
Combined Statements of Operations and Comprehensive Income	3
Combined Statements of Stockholders’ Equity	4
Combined Statements of Cash Flows	5
Notes to Combined Financial Statements	6

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Toshiba Nuclear Energy Holdings (US), Inc.

Toshiba Nuclear Energy Holdings (UK) Ltd.

We have audited the accompanying combined balance sheets of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd. (the Company) as of March 31, 2012 and 2011, and the related combined statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd. at March 31, 2012 and 2011, and the combined results of their operations and their cash flows for each of the three years in the period ended March 31, 2012 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

June 12, 2012

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Combined Balance Sheets

	March 31
	2012		2011
	(In Thousands)
Assets
Current assets:
Cash and cash equivalents	$	174,471	$	228,490
Receivables, net of allowance for doubtful accounts of $370 and $244		457,339		519,814
Related-party receivables		841,155		1,102,937
Inventories, net		970,125		623,767
Costs and estimated earnings in excess of billings on uncompleted contracts		483,025		425,501
Amounts earned in excess of billings		61,299		77,853
Deferred income tax assets		129,725		127,203
Other current assets		216,351		184,575
Total current assets		3,333,490		3,290,140

Noncurrent assets:
Property, plant and equipment, net		1,135,857		1,076,248
Goodwill		2,853,386		2,861,676
Other intangible assets, net		1,703,895		1,796,209
Uranium assets		204,414		492,212
Investment in unconsolidated subsidiaries		17,675		18,659
Other noncurrent assets		69,977		59,226
Total noncurrent assets		5,985,204		6,304,230
Total assets	$	9,318,694	$	9,594,370

Liabilities and equity
Current liabilities:
Accounts payable	$	583,536	$	484,182
Related-party payables		182,453		250,521
Billings in excess of costs and estimated earnings on uncompleted contracts		1,006,777		1,239,154
Amounts billed in excess of revenue		363,983		358,558
Other current liabilities		435,291		571,937
Total current liabilities		2,572,040		2,904,352

Noncurrent liabilities:
Reserves for decommissioning matters		189,629		177,493
Benefit obligations		551,722		406,907
Deferred income tax liabilities		459,869		470,242
Notes due to related party		19,994		2,013
Other noncurrent liabilities		204,847		250,583
Total noncurrent liabilities		1,426,061		1,307,238

Equity:
TNEH-US & TNEH-UK stockholders’ equity		5,154,101		5,224,397
Noncontrolling interests		166,492		158,383
Total equity		5,320,593		5,382,780
Total liabilities and equity	$	9,318,694	$	9,594,370

See notes to combined financial statements.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Combined Statements of Operations and Comprehensive Income

	Year Ended March 31
	2012			2011			2010
	(In Thousands)

Net revenues	$	4,815,196		$	4,735,228		$	4,159,969
Cost of goods sold		3,816,718			3,764,426			3,342,185
Gross profit		998,478			970,802			817,784

Marketing, administrative and general expenses		666,566			601,544			553,274
Amortization of intangibles		83,254			84,235			82,915
Income from operations		248,658			285,023			181,595

Interest and other (expense) income:
Interest income		5,008			3,433			2,697
Interest expense		(18,128	)		(16,559	)		(16,027	)
Gain (loss) on foreign currency transactions, net		4,279			(11,021	)		(5,674	)
Other (expense) income, net		(1,139	)		5,291			77
Total interest and other (expense) income		(9,980	)		(18,856	)		(18,927	)

Income before income taxes		238,678			266,167			162,668

Income tax provision		79,608			97,950			70,021
Combined net income		159,070			168,217			92,647
Less net income attributable to noncontrolling interests		9,397			10,144			6,324
Net income attributable to TNEH-US & TNEH-UK	$	149,673		$	158,073		$	86,323

Combined net income	$	159,070		$	168,217		$	92,647
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on derivatives		(10,231	)		25,572			27,398
Change in unrecognized (losses) gains and prior service cost related to pension and other postretirement benefit plans		(57,202	)		(28,032	)		26,582
Unrealized foreign currency (loss) gain on translation adjustment		(36,259	)		175,377			115,461
Other comprehensive (loss) income, net of tax		(103,692	)		172,917			169,441
Comprehensive income		55,378			341,134			262,088
Less comprehensive income attributable to noncontrolling interests		9,368			28,676			7,801
Comprehensive income attributable to TNEH-US & TNEH-UK	$	46,010		$	312,458		$	254,287

See notes to combined financial statements.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Combined Statements of Stockholders’ Equity

	Capital Stock		Retained Earnings			Accumulated Other Comprehensive (Loss) Income			TNEH-US & TNEH-UK Stockholders’ Equity			Noncontrolling Interests			Total Equity
	(In Thousands)

Balance at March 31, 2009	$	5,400,000	$	104,405		$	(720,445	)	$	4,783,960		$	4,691		$	4,788,651
Comprehensive income:
Net income attributable to controlling and noncontrolling interests		–		86,323			–			86,323			6,324			92,647
Unrealized gain on derivatives, net of tax effect of $(8,651)		–		–			27,398			27,398			–			27,398
Change in unrecognized gains (losses) and prior service cost related to pension and other postretirement benefit plans, net of tax effect of $(16,751)		–		–			26,582			26,582			–			26,582
Unrealized foreign currency gain on translation adjustment		–		–			113,984			113,984			1,477			115,461
Total comprehensive income		–		86,323			167,964			254,287			7,801			262,088
Noncontrolling interest related to acquisitions and cash contributions		–		–			–			–			112,728			112,728
Dividends		–		(59,643	)		–			(59,643	)		(1,476	)		(61,119	)
Balance at March 31, 2010		5,400,000		131,085			(552,481	)		4,978,604			123,744			5,102,348
Comprehensive income:
Net income attributable to controlling and noncontrolling interests		–		158,073			–			158,073			10,144			168,217
Unrealized gain on derivatives, net of tax effect of $(8,710)		–		–			25,572			25,572			–			25,572
Change in unrecognized (losses) gains and prior service cost related to pension and other postretirement benefit plans, net of tax effect of $19,729		–		–			(28,032	)		(28,032	)		–			(28,032	)
Unrealized foreign currency gain on translation adjustment		–		–			156,845			156,845			18,532			175,377
Total comprehensive income		–		158,073			154,385			312,458			28,676			341,134
Noncontrolling interest related to acquisitions and cash contributions		–		–			–			–			8,055			8,055
Dividends		–		(66,665	)		–			(66,665	)		(2,092	)		(68,757	)
Balance at March 31, 2011		5,400,000		222,493			(398,096	)		5,224,397			158,383			5,382,780
Comprehensive income:
Net income attributable to controlling and noncontrolling interests		–		149,673			–			149,673			9,397			159,070
Unrealized loss on derivatives, net of tax effect of $2,618		–		–			(10,231	)		(10,231	)		–			(10,231	)
Change in unrecognized (losses) gains and prior service cost related to pension and other postretirement benefit plans, net of tax effect of $33,573		–		–			(57,202	)		(57,202	)		–			(57,202	)
Unrealized foreign currency loss on translation adjustment		–		–			(36,230	)		(36,230	)		(29	)		(36,259	)
Total comprehensive income (loss)		–		149,673			(103,663	)		46,010			9,368			55,378
Dividends		–		(116,306	)		–			(116,306	)		(1,259	)		(117,565	)
Balance at March 31, 2012	$	5,400,000	$	255,860		$	(501,759	)	$	5,154,101		$	166,492		$	5,320,593

See notes to combined financial statements.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Combined Statements of Cash Flows

	Year Ended March 31
	2012			2011			2010
	(In Thousands)
Operating activities
Combined net income	$	159,070		$	168,217		$	92,647
Adjustments to reconcile combined net income to net cash provided by operating activities:
Depreciation and amortization		204,402			197,993			174,392
Deferred income taxes		25,239			17,119			12,086
Loss on sale of property, plant and equipment		1,448			3,290			3,734
Impairment of definite-lived intangible assets		5,308			3,355			–
(Gain) loss on foreign currency transactions, net		(4,279	)		11,021			5,674
Equity in losses (earnings) of unconsolidated subsidiaries		1,183			(2,097	)		(1,614	)
Changes in:
Receivables		92,196			(86,248	)		(41,467	)
Notes repaid by related parties		1,328,778			2,002,092			2,041,911
Notes issued to related parties		(1,112,463	)		(2,430,961	)		(2,443,769	)
Inventories, net		(83,393	)		46,581			112,663
Costs and estimated earnings in excess of billings on uncompleted contracts		(77,031	)		(124,055	)		288,108
Amounts earned in excess of billings		16,258			20,265			9,122
Other current assets		(44,381	)		8,735			(23,388	)
Other noncurrent assets		(16,904	)		104,871			(18,479	)
Accounts payable and other current liabilities		41,695			318,337			(89,205	)
Billings in excess of costs and estimated earnings on uncompleted contracts		(220,986	)		77,502			224,269
Amounts billed in excess of revenue		11,096			96,093			(73,639	)
Other noncurrent liabilities		68,357			(41,665	)		14,145
Net cash provided by operating activities		395,593			390,445			287,190

Investing activities
Purchases of property, plant and equipment		(231,102	)		(289,397	)		(274,688	)
Acquisitions of businesses and intangible assets, net of cash acquired		–			(22,482	)		(51,168	)
Proceeds from sale of property, plant and equipment		573			3,401			250
Investment in unconsolidated subsidiaries		–			(1,826	)		–
Net cash used in investing activities		(230,529	)		(310,304	)		(325,606	)

Financing activities
Capital contributions from noncontrolling interests		–			8,055			8,083
Payment on capital lease obligations		(1,424	)		(3,628	)		(3,033	)
Proceeds from related-party notes		21,551			1,879			100,508
Repayment of related-party notes		(120,028	)		–			–
Dividends paid to TNEH-US & TNEH-UK stockholders		(116,306	)		(66,665	)		(59,643	)
Dividends paid to noncontrolling interests		(1,259	)		(2,092	)		(1,476	)
Contingent consideration payments related to acquisitions of businesses		(6,475	)		(2,850	)		(1,350	)
Net cash (used in) provided by financing activities		(223,941	)		(65,301	)		43,089

Effect of foreign currency translation		4,858			15,217			1,493
Net (decrease) increase in cash and cash equivalents		(54,019	)		30,057			6,166
Cash and cash equivalents, beginning of year		228,490			198,433			192,267
Cash and cash equivalents, end of year	$	174,471		$	228,490		$	198,433

Supplemental disclosures of cash flow information
Cash paid for interest	$	12,629		$	11,513		$	8,131
Cash paid for income taxes	$	61,439		$	52,378		$	50,144

See notes to combined financial statements.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements

Fiscal Years Ended March 31, 2012, 2011 and 2010

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies

Description of Business

The accompanying combined financial statements include the accounts of the holding companies Toshiba Nuclear Energy Holdings (US), Inc. (TNEH-US) and subsidiaries and Toshiba Nuclear Energy Holdings (UK) Ltd. (TNEH-UK) and subsidiaries (collectively, the Company). The Company operates as Westinghouse, serving the domestic and international nuclear electric power industry by supplying advanced nuclear plant designs and equipment, fuel and a wide range of other products and services to the owners and operators of commercial nuclear power plants.

Toshiba Corporation (Toshiba) has a 67% controlling ownership in the Company. The remaining ownership is held by the Shaw Group Inc. (Shaw), 20%, National Atomic Company Kazatomprom (Kazatomprom), 10%, and IHI Corporation (IHI), 3%. Toshiba, Shaw, Kazatomprom and IHI have entered into Shareholders Agreements for TNEH-US (U.S. Shareholders Agreement) and TNEH-UK (UK Shareholders Agreement), which define the owners’ rights and obligations with respect to capitalization, management, control, dividends, shareholdings and certain other matters relating to TNEH-US and TNEH-UK. On September 6, 2011, Shaw announced its intentions to put back their shares of the Company’s stock to Toshiba by exercising put options which were received as part of their acquisition of 20% of the Company. The exercise of the Japanese yen-denominated put options prior to October 2012 requires the consent of the trustee acting on behalf of the bond holders of the yen-denominated bonds that were issued by Shaw in connection with their funding of the acquisition of the Company’s shares. On December 8, 2011, Shaw announced that they did not receive approval to put back their shares, and as such, exercise of the options will not occur before October 6, 2012.

Basis of Financial Statement Presentation and Preparation

TNEH-US and TNEH-UK are under common ownership, control and management, and therefore, their accounts have been combined. The Company operates on a fiscal year ended March 31.

The accompanying combined financial statements include the assets and liabilities of the Company, its wholly owned subsidiaries, jointly owned subsidiaries over which it exercises control, and entities for which it has been determined to be the primary beneficiary as of March 31, 2012 and 2011, and the results of operations and of cash flows for the fiscal years ended March 31, 2012, 2011 and 2010. Noncontrolling interest amounts relating to the Company’s less-than-wholly owned consolidated subsidiaries are included within the “Net income attributable to noncontrolling interests” caption in the combined statements of operations and comprehensive income and within the “Noncontrolling interests” caption in the combined balance sheets. Investments in entities in which the Company has the ability to exercise significant influence, but does not exercise control and is not the primary beneficiary are accounted for using the equity method and are included in “Investment in unconsolidated subsidiaries” in the combined balance sheets. Unless otherwise indicated, all dollar amounts in these combined financial statements and notes thereto are presented in thousands. All significant intercompany transactions and balances have been eliminated in combination. Certain amounts for prior periods have been reclassified to conform to the presentation for the fiscal year ended March 31, 2012.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Significant Accounting Policies

Use of estimates – The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition – The Company’s products are generally sold based upon purchase orders or contracts with customers that do not include right of return provisions or other significant post delivery obligations, beyond warranty obligations. Products are manufactured by a standard production process, even if manufactured to customers’ specifications. Revenue is recognized from product sales when title passes to the customer, the customer assumes risks and rewards of ownership, and collectability is reasonably assured.

Revenue from contracts to provide construction, engineering, design or other services is reported on the percentage-of-completion method of accounting. In almost all instances, the Company bases its estimate of the degree of completion of the contract by reviewing the relationship of costs incurred to date to the expected total costs that will be incurred on the project. In the case of modifications to the contract, revenue is recognized when the change order has been agreed to by the customer and approval is probable, but generally no margin is recognized until a final executed change order is obtained.

Estimated contract earnings are reviewed and revised periodically as the work progresses, and the cumulative effect of any change in estimate is recognized in the period in which the change is identified. Estimated losses are charged against earnings in the period such losses are identified. The Company recognizes revenue arising from contract claims either as income or as an offset against a potential loss only when the amount of the claim can be estimated reliably, realization is probable and there is a legal basis of the claim. See Note 20 for additional information on claims and change orders.

Revenue for sales of multiple deliverables (which could be different combinations of the Company’s products and services in one or a series of related contracts) is recognized based on the relative fair value of the deliverables in accordance with revenue accounting. Relative fair value is generally determined based on sales of similar products and services in stand-alone contracts.

Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change orders for scope and pricing, and customer acceptance issues. The reliability of these cost estimates is critical to the Company’s revenue recognition as a significant change in the estimates can cause the Company’s revenue and related margins to change significantly from the amounts estimated in the early stages of a project.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Costs and estimated earnings in excess of billings on uncompleted contracts (an asset) represent costs and estimated profit thereon in excess of related contract billings on contracts that are accounted for under the percentage-of-completion method and in progress at the balance sheet date. Billings in excess of costs and estimated earnings on uncompleted contracts (a liability) represent billings on contracts in excess of related contract costs and estimated profit thereon at the balance sheet date. Billings are generally based on the terms for contracts accounted for under the percentage-of-completion method and progress of the contracts and may have no direct relationship to the actual costs incurred at a given point in time.

Under certain contracts to supply nuclear fuel to operating plants, the Company may receive advanced payments ahead of shipments or it may ship and defer billing for a short period of time. Revenue is generally recognized when the product is shipped and risk of loss is transferred to the customer for these contracts. Billings prior to revenue recognition for these contracts are reported as amounts billed in excess of revenue in the accompanying combined balance sheets. Deferred billings after product has shipped are reported as amounts earned in excess of billings in the accompanying combined balance sheets.

Shipping and handling costs – The Company expenses shipping and handling costs as incurred. These costs are included in cost of goods sold.

Research and development expenditures – Research and development expenditures on projects not specifically recoverable directly from customers are charged to operations in the year in which incurred. The Company recorded $90,424, $75,962 and $52,826 of research and development costs, net of reimbursements discussed below, which are included in marketing, administrative and general expenses in the accompanying combined statements of operations and comprehensive income for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

The NuStart Energy Development, LLC (NuStart) was formed in 2004 with the purpose of obtaining a Construction and Operating License (COL) from the U.S. Nuclear Regulatory Commission (NRC) for an advanced nuclear power plant and to complete the design engineering for two selected reactor technologies. The NuStart consortium participants consist of ten members and two reactor vendors, one of which is Westinghouse for its AP1000 reactor design. Under the NuStart consortium arrangement, work is performed and the Company receives funding through a Direct Cooperative Agreement with the Department of Energy (DOE) for research and development costs, design finalization costs and costs associated with COL activities. The funding from NuStart ended on March 31, 2011. The Company recorded $0, $68,748 and $93,891 for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, of this funding as a reduction of indirect product costs within the marketing, administrative and general expenses in the accompanying combined statements of operations and comprehensive income.

Environmental costs – Environmental expenditures that do not extend the service lives of assets or otherwise benefit future years are expensed. Environmental expenditures related to operations that generate current or future revenues are expensed or capitalized, as appropriate. The Company records liabilities when environmental assessments or remedial efforts are probable and the costs can be reasonably estimated. Such estimates are adjusted, if necessary, as new remediation requirements are defined or as additional information becomes available.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Income taxes – TNEH-US and its U.S.-based subsidiaries file a consolidated federal income tax return. The Company files other state and foreign jurisdictional returns as required. Deferred income taxes have been provided for temporary differences between the financial reporting basis and tax carrying amounts of assets and liabilities. These differences create taxable or tax-deductible amounts for future periods. Valuation allowances are recorded against deferred tax assets in situations where significant uncertainty exists relative to sufficient future taxable income in certain jurisdictions to use the benefits associated with the deferred tax assets. At March 31, 2012 and 2011, the Company recorded $35,068 and $32,029, respectively, as valuation reserves, which are included as a reduction to deferred tax assets in the accompanying combined balance sheets. See Note 12 for additional information.

Translation of foreign currencies – The local currencies of the Company’s foreign operations have been determined to be their functional currencies. Assets and liabilities of foreign operations are translated into U.S. dollars at exchange rates at the balance sheet date. Translation adjustments resulting from fluctuations in exchange rates are included as a separate component of accumulated other comprehensive income. Revenue and expense accounts of these operations are translated at average exchange rates prevailing during the period. Gains and losses arising from transactions denominated in currencies other than the functional currency are included in the results of operations of the period in which they occur. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of all foreign operations to be permanently reinvested.

Fair value accounting – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value of financial instruments classified as cash and cash equivalents, receivables, related-party receivables, accounts payable, related-party payables, and note due to related party approximates carrying value due to the short-term nature or the relative liquidity of the instrument.

Fair value accounting defines a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the hierarchy under fair value accounting are described below:

•

Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

•

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

–

Quoted prices for similar assets and liabilities in active markets

–

Quoted prices for identical or similar assets or liabilities in markets that are not active

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

–

Observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)

–

Inputs that are derived principally from or corroborated by observable market data by correlation or other means

•

Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity. Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.

Cash and cash equivalents – For the purposes of the combined financial statements, all highly liquid debt instruments with original maturities of three months or less are considered to be cash equivalents. Cash and cash equivalents may at times exceed federally insured amounts for United States bank accounts.

Receivables – Credit is regularly extended to customers for purchases made in the ordinary course of business based upon the Company’s assessment of creditworthiness. Collection of customer receivables generally occurs within 90 days from billing; billing generally occurs according to terms provided in contractual agreements. A valuation allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. Increases in the allowance are charged to marketing, general and administrative expenses in the accompanying combined statements of operations and comprehensive income. Accounts are judged to be delinquent principally based on contractual terms. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the customer.

During the year ended March 31, 2012, the Company entered into an arrangement to sell a certain receivable to a financial institution. The arrangement resulted in approximately $53,528 of receivables being sold during the year ended March 31, 2012. The sale resulted in the de-recognition of the receivable from the accompanying combined balance sheet. The Company maintained servicing rights on the receivable, which was collected and remitted to the financial institution in April 2012. The impact of this transaction on the combined statement of operations was not material.

Inventories – Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) or average cost method depending on the nature of the inventory. Inventories are reported net of any related reserves. The elements of cost included in inventories are direct labor, direct material and certain overhead, including depreciation.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Uranium assets – Uranium, held in various forms, is used in the manufacturing operations of the business. The Company maintains uranium working stock in order to ensure efficient manufacturing processes. The Company classifies all uranium working stock as a noncurrent asset, and the majority of this is denominated in Great Britain Pounds. The Company also holds an amount of surplus uranium inventory, for which it periodically enters into transactions to sell uranium when appropriate opportunities arise. Uranium inventory is stated at the lower of cost or market. See Note 8 for additional information.

Pre-contract costs – The Company capitalized certain prepayments on long lead material items relative to AP1000 projects not yet contracted. Recovery of these costs through future contract revenues or other disposition is probable. At March 31, 2012 and 2011, $77,911 and $91,308, respectively, of such costs were included in costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying combined balance sheets.

Significant pre-contract costs include reservation fees paid for forging slots to be used for future AP1000 projects and payments to fabricators for certain long lead material equipment. The Company will assign these reservation fees and payments on long lead material equipment to project costs as they are assigned to new projects. Of the capitalized pre-contract costs noted above, $21,973 and $30,814 represent reservation fees, and $47,728 and $26,575 represent payments on long lead material equipment as of March 31, 2012 and 2011, respectively.

The Company incurred approximately $29,228 of costs associated with AP1000 licensing that were capitalized as pre-contract costs in anticipation of award of a specific AP1000 project deemed probable in the United Kingdom. During March 2012, it was determined that these costs can no longer be capitalized as pre-contract costs due to current year market events involving a specific contract. The Company has a contractual right to recover approximately $13,648 of the $29,228 costs incurred from a third party involved in the United Kingdom AP1000 project. The amount due to be reimbursed of $13,648 was reclassified from pre-contract costs to contract receivable within other current assets in the accompanying combined balance sheets. The remaining deferred costs associated with AP1000 licensing in the United Kingdom were written off to marketing, administrative and general expenses in the accompanying combined statements of operations and comprehensive income for the fiscal year ended March 31, 2012.

Property, plant and equipment – Additions and improvements to property, plant and equipment are recorded at cost (including decommissioning costs where appropriate). Construction in progress is recorded at cost and is not depreciated until placed in service.

Depreciation is calculated principally on a straight-line basis over the estimated useful lives of the assets. The estimated lives used for depreciation purposes are:

Buildings and improvements (years)	13	to	60
Machinery and equipment (years)	3	to	20
Computer hardware and software (years)	3	to	10

Leasehold improvements are amortized over the shorter of remaining lease term or the asset useful life.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Assets held under capital leases are capitalized in the accompanying combined balance sheets and are amortized to depreciation expense over their useful lives. Interest expense related to the capital lease obligations is charged to the accompanying combined statements of operations and comprehensive income over the period of the lease. Rentals under operating leases are charged on a straight-line basis over the lease term, although the payments may not be made on such a basis.

Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. When property, plant and equipment are sold or otherwise disposed of, the asset and related accumulated depreciation and amortization accounts are relieved and any resulting gain or loss is reflected in earnings.

The Company recognizes asset retirement obligations (ARO), in accordance with asset retirement and environmental obligations accounting, for decommissioning and other legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional ARO in which the timing or method of settlement are conditional on a future event that may or may not be within the control of the Company. The Company recognizes the fair value of a liability for an ARO in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the estimated useful life of the asset. See Note 10 for additional information.

The Company capitalizes certain costs incurred in connection with developing or obtaining internal use software. During the software application development state, capitalized costs include the cost of the software, external consulting costs and internal payroll costs for employees who are directly associated with a software project. Similar costs related to software upgrades and enhancements are capitalized if they result in added functionality which enables the software to perform tasks it previously was incapable of performing. Software maintenance, data conversion and training costs are expensed in the period in which they are incurred. The Company amortizes capitalized software costs on straight-line basis over the expected useful lives of the software, ranging from 3 to 10 years and commencing upon operational use.

Goodwill and other intangible assets – Goodwill and intangible assets with indefinite lives are required to be tested annually for impairment, with more frequent tests required if indications of impairment exist. The Company conducts its tests of goodwill impairment on an annual basis on October 1 and on an interim basis as necessary using a two-step process. Step one is to evaluate the fair value of the reporting units and compare that to their respective carrying values. If the carrying value exceeds the fair value, the reporting unit is determined to have failed step one and must proceed to step two. Step two requires the Company to determine the implied value of the reporting unit goodwill using the same manner used during business combination accounting. If the implied value of goodwill is less than the carrying value, the reporting unit’s goodwill is deemed to be impaired, and the goodwill must be written down to implied value. The Company primarily uses a discounted cash flow analysis to determine fair value. Key assumptions in the determination of fair value include the use of an appropriate discount rate, estimated future cash flows and estimated run rates of operation, maintenance and general and administrative costs. In estimating cash flows, the Company incorporates expected growth rates, regulatory stability and ability to renew contracts, as well as other factors into its revenue and expense forecasts.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Other intangible assets with definite lives are recorded at fair market value at the time of acquisition and are amortized over their estimated useful lives. The method of amortization reflects the expected realization pattern of the economic benefits relevant to the intangible assets, or if the Company is unable to determine the expected realization pattern reliably, they are amortized using the straight-line method. See Notes 3 and 7 for additional information.

Impairment of long-lived asset s and definite-lived intangible assets – The carrying values of long-lived assets, which include property, plant and equipment, and definite-lived intangible assets, are evaluated periodically in relation to the operating performance and future undiscounted cash flows of the underlying assets. Adjustments are made if the sum of expected future net cash flows is less than book value, and if required, such adjustments would be measured based on discounted cash flows. See Note 7 for additional information.

Pensions and postretirement benefits – The Company provides postretirement benefits in the form of pensions, defined medical, dental and life insurance for eligible retirees and dependents for the benefit of the majority of employees.

The contributions to each of the funded pension plans are based on independent actuarial valuations designed to secure or partially secure the benefits as defined by local country rules. The plans are funded by contributions from the Company, and for certain plans partly from the contributions of employees, to separately administered funds. Actuarially calculated costs are charged in the accompanying combined statements of operations and comprehensive income so as to spread the cost of pensions over the employees’ working lives. The normal cost is attributed to years of employment using a projected unit credit method. Variations in projected net pension liability from the actuarial assumptions, which are identified as a result of actuarial valuations, are amortized over the average expected remaining working lives of employees. The disclosures for the Company’s pension plans are detailed in Note 11.

Derivative instruments – The Company enters into derivative contracts to minimize the risk to cash flows from exposure to fluctuations in foreign exchange rates. The Company recognizes all derivatives on the combined balance sheets at fair value. Derivative contracts entered into by the Company may be designated as either a hedge of a forecasted transaction or future cash flows (cash flow hedge) if certain conditions are met. For all hedge contracts, the Company prepares formal documentation of the hedge in accordance with derivatives and hedging accounting. In addition, at inception and every three months, the Company formally assesses whether the hedge contract is highly effective in offsetting changes in cash flows or fair values of hedged items.

The Company documents hedging activity by transaction type and risk management strategy. The effective portion of the derivative instruments’ gains or losses due to change in fair value, associated with the cash flow hedges, are recorded as a component of accumulated other comprehensive (loss) income (OCI) and are reclassified into earnings when the hedged items settle. Any ineffective portion of a derivative instrument’s change in fair value is recognized in earnings immediately. Cash inflows and outflows related to derivative instruments are a component of operating cash flows in the accompanying combined statements of cash flows. Recognized gains or losses on hedged derivative instruments are included in foreign currency gains and losses in the accompanying combined statements of operations and comprehensive income. A nonhedged derivative’s change in fair value is recognized in earnings. The Company does not enter into derivative instruments or hedging activities for speculative or trading purposes. See Note 4 for additional information.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Concentrations of credit and other risks – Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash equivalents and trade receivables. It is the Company’s practice to place its cash equivalents in high-quality securities with various investment institutions. The Company derives the majority of its revenue from sales and services, including engineering and construction, to the energy industry. For the fiscal year ended March 31, 2012, there was no customer who individually accounted for greater than 10% of total revenue. Trade receivables are generated from a broad and diverse group of customers. At March 31, 2012, there was one customer who accounted for more than 10% of receivables reported in the accompanying combined balance sheets, equaling 15.7%. The Company maintains an allowance for losses based upon the expected collectability of all trade accounts receivable.

The Company may have limited exposure to credit-related losses in the event of nonperformance by counterparties to derivative instruments. The Company enters into derivative instruments with a diverse group of financial institutions, which are selected based on their credit ratings, profitability, balance sheets, and a capacity for timely payment of financial commitments. Agreements with certain counterparties contain master netting arrangements that offset our exposure with that counterparty. The Company continually monitors its positions and the credit ratings of its counterparties. As a result of these considerations, the Company considers the impact of risk of counterparty default to be immaterial.

Approximately 6.8% of the Company’s workforce is union-represented subject to collective bargaining agreements as of March 31, 2012. The individual unions may limit our flexibility in dealing with our workforce. Any work stoppage or instability within the workforce could delay the production or development of our products. This could strain relationships with customers and cause a loss of revenues, which would adversely affect our operations.

Subsequent events – The Company has evaluated subsequent events through June 12, 2012, the date the financial statements were available to be issued. The Company has determined any subsequent events that would require disclosure in or adjustment to the accompanying combined financial statements have been properly recognized or disclosed.

Recently adopted accounting pronouncements – The following new accounting standards have been adopted by the Company during the fiscal year ended March 31, 2012:

In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements. This accounting guidance provides another alternative for determining the selling price of deliverables and will allow companies to allocate arrangement consideration in multiple-deliverable arrangements in a manner that better reflects the transaction’s economics and could result in earlier revenue recognition. The Company adopted this guidance effective April 1, 2011. The adoption of this accounting guidance had no impact on the accompanying combined financial statements.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

1. Description of Business, Basis of Financial Statement Presentation and Significant Accounting Policies (continued)

Recently issued accounting pronouncements – The following new accounting standards have been issued, but have not yet been adopted by the Company, as of March 31, 2012:

In May 2011, the FASB issued guidance to amend the fair value measurement and disclosure requirements. The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and International Financial Reporting Standards. This guidance is effective for the Company beginning April 1, 2012. The Company does not expect the adoption of this guidance will have an impact on its combined financial statements.

In June 2011, the FASB issued guidance on the presentation of comprehensive income in financial statements. The guidance eliminates the option to report other comprehensive income and its components in a statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This guidance is effective for the Company beginning April 1, 2012. The Company does not expect the adoption of this guidance will have an impact on its combined financial statements.

In September 2011, the FASB issued guidance on testing goodwill for impairment. This guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This guidance is effective for the Company beginning April 1, 2012. The Company does not expect the adoption of this guidance will have an impact on its combined financial statements.

In December 2011, the FASB issued guidance on disclosures about offsetting assets and liabilities. This guidance requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This guidance is effective for the Company beginning April 1, 2014. The Company does not expect the adoption of this guidance will have an impact on its combined financial statements.

2. Acquisitions

On March 29, 2010, the Company entered into a long-term lease with the Nuclear Decommissioning Authority (NDA) for the Springfields Nuclear Fuel manufacturing site in Lancashire, England, effective April 1, 2010. In conjunction with this lease, the Company acquired Springfields Fuels Limited (SFL), which will operate the site. The total transaction value at the time of the sale was $22,482, consisting of cash paid to the seller. The Company incurred $2,594 of acquisition costs during the fiscal year ended March 31, 2011. These costs are included within marketing, administrative and general expenses in the accompanying combined statements of operations and comprehensive income. The results of SFL have been included in the Company’s combined results from April 1, 2010 onward.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

2. Acquisitions (continued)

The purchase price allocation for the SFL acquisition was allocated primarily to inventory. There were no intangible assets or goodwill acquired with this transaction. In conjunction with the acquisition of SFL, the Company entered into a 150-year lease with the NDA for the facility located at the SFL manufacturing site. The leased facility is included within buildings and leasehold improvements under property, plant and equipment, net on the accompanying combined balance sheets. The gross and net carrying values of facilities under the capital leases was $14,089 as of the acquisition date. The related capital lease obligation of $14,089 is included within noncurrent liabilities in the accompanying combined balance sheets. Payments on the capital lease obligation are deferred for an eight-year period and begin in the fiscal year ending March 31, 2019.

On May 7, 2009, the Company acquired 52% of Nuclear Fuel Industries, Ltd. (NFI), Japan’s sole producer of nuclear fuel for both boiling-water and pressurized-water reactors. The total cash paid for the acquisition at the time of the sale was $113,400. Funding for the transaction consisted of cash paid to the seller of $12,892 and debt incurred of $100,508 to a related party.

An additional cash payment of $6,372 was paid in July 2009 bringing the total purchase price to $119,772. Cash and cash equivalents acquired as a result of the transaction was $80,604, resulting in net cash used to acquire NFI of $39,186. The acquired other intangible assets primarily consisted of contracted customer relationships in the amount of $75,420 amortizable over a weighted-average life of 15.7 years and developed technology in the amount of $8,274 amortizable over 24 years.

The Nuclear Fuel segment was allocated the goodwill from the NFI acquisition which reflects the benefits the Company expects to receive from expanding the fuel operations in this geographic area.

Noncontrolling interest was valued by using the price that the Company will pay to purchase the remaining 48% holding along with projected dividends. This was then compared to the transaction price of purchasing 52% of NFI, including the purchase price adjustment, using a minimal discount rate. An average amount was used based on the two results.

In the fiscal year ended March 31, 2010, the Company recognized $5,484 of acquisition-related costs. These expenses are included within the marketing, administrative and general expenses line in the accompanying combined statements of operations and comprehensive income.

The results of NFI have been included in the Company’s combined results from May 7, 2009 onward.

On July 30, 2009, the Company acquired CS Innovations, LLC (CSI), a leading Instrumentation and Control (I&C) nuclear product supplier to the digital I&C safety system upgrade market for a cash payment of $12,000 at the time of the sale and contingent payments of $18,000 to be paid over the next three years when certain milestones were achieved. Of this $18,000, $7,975 was allocated to purchase price, shown as a liability in the combined balance sheet. Total purchase price was allocated to intangible assets for developed technology in the amount of $19,300 with an amortizable life of twenty years, $250 to a non-compete agreement with an amortizable life of three years, $140 to a brand name with an amortizable life of five years, and the residual amount as fixed assets. The results of CSI have been included in the Company’s combined results from July 30, 2009 onward. In December 2010, $1,500 was paid to former owners as a result of achieving certain milestones. The amount was removed from the liability mentioned above.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

2. Acquisitions (continued)

In June 2011, a new agreement was reached with the former owner and an employment agreement between CSI and the former owner was entered into. Under the new agreement, Westinghouse agreed to pay the former owner $12,000 to completely settle all matters related to the original milestone agreement. As a result of the new agreement, the existing liabilities of $6,475 related to the milestone payments were liquidated, and the remaining balance is being accounted for as prepaid expenses to be recognized over the remaining employment term of the former owner. The $250 non-compete intangible was also liquidated at this time. During the fiscal year ended March 31, 2012, the Company recognized $5,000 of expenses associated with the employment agreement. As of March 31, 2012, $1,000 remains as a prepaid expense to be amortized by March 31, 2013.

3. Business Segments

Reportable segments are identified by the Company’s management based on the service provided or product sold by the segment. The segments mirror the way the Company’s chief operating decision-maker regularly reviews operating results, assesses performance and allocates resources across the Company.

The segments used for management reporting are as follows:

Nuclear Fuel – Nuclear Fuel is a vertically integrated provider of uranium procurement, specialty metal alloy production, conversion of enriched uranium to fuel pellets, fuel assembly fabrication and engineering services to the global market of pressurized water reactors, boiling water reactors, and the United Kingdom fleet of advanced gas cooled and Magnox reactors.

Nuclear Services – Nuclear Services offers products and engineering, inspection, maintenance and repair services that keep nuclear power plants operating safely and competitively worldwide. Nuclear Services personnel work closely with customers in the following areas: field services, engineering analysis and installation and modification services.

Nuclear Automation – Nuclear Automation offers global products and services to operating and new nuclear power plant designs. Products and services are mainly comprised of full-scope Instrumentation and Control (I&C) solutions; product development, design, assembly and testing of advanced I&C products, including control system component services; and outage support and training.

Nuclear Power Plants – Nuclear Power Plants offers new plant designs, licensing, engineering and component design. Nuclear Power Plants enters into contracts to build nuclear power plants around the world that range from project management activities to full Engineer, Procure and Construct (EPC) contracts.

Eliminations/Corporate Center – Eliminations relate to intercompany sales. Corporate Center expenses relate to unallocated expenses. Corporate Center assets include cash and cash equivalents, prepaid assets, deferred tax assets and property, plant and equipment.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

3. Business Segments (continued)

Effective April 1, 2012, the Company restructured the composition of its reportable segments. As part of this reorganization, certain engineering services for new power plants will move from Nuclear Power Plants to Nuclear Services. Business development associated with new nuclear power plant opportunities will move from Nuclear Power Plants to Corporate Center. Management and delivery of EPC contracts for new nuclear power plants will remain with Nuclear Power Plants. Finally, certain overhead functions within each segment will be centralized within Corporate Center. Reporting under this new basis will take effect for the fiscal year ended March 31, 2013.

Revenue, income (loss) from operations, total assets, goodwill, and certain other amounts of income and expense consisted of the following by business segment for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

	2012			2011			2010
Net revenue:
Nuclear Fuel	$	1,509,317		$	1,580,406		$	1,396,909
Nuclear Services		1,522,352			1,495,065			1,510,711
Nuclear Automation		463,856			374,264			307,638
Nuclear Power Plants		1,372,910			1,316,940			959,993
Eliminations		(53,239	)		(31,447	)		(15,282	)
Total	$	4,815,196		$	4,735,228		$	4,159,969

Income (loss) from operations:
Nuclear Fuel	$	98,914		$	140,391		$	67,311
Nuclear Services		120,486			127,453			108,047
Nuclear Automation		32,421			21,020			25,788
Nuclear Power Plants		4,727			20,931			3,105
Corporate Center		(7,890	)		(24,772	)		(22,656	)
Total	$	248,658		$	285,023		$	181,595

Depreciation expense:
Nuclear Fuel	$	54,372		$	46,802		$	39,185
Nuclear Services		31,915			29,265			23,095
Nuclear Automation		2,113			2,101			2,311
Nuclear Power Plants		3,564			2,781			1,997
Corporate Center		29,184			32,809			24,889
Total	$	121,148		$	113,758		$	91,477

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

3. Business Segments (continued)

	2012		2011		2010
Amortization expense of definite-lived intangible assets:
Nuclear Fuel	$	27,113	$	26,137	$	21,935
Nuclear Services		17,865		19,211		22,360
Nuclear Automation		7,981		8,066		7,724
Nuclear Power Plants		30,295		30,821		30,896
Total	$	83,254	$	84,235	$	82,915

Equity in (losses) earnings of unconsolidated subsidiaries:
Nuclear Fuel	$	(967	)	$	1,819	$	1,322
Nuclear Services		(216	)		278		292
Total	$	(1,183	)	$	2,097	$	1,614

	2012		2011
Total assets:
Nuclear Fuel	$	3,287,351	$	3,235,394
Nuclear Services		2,229,303		2,092,873
Nuclear Automation		672,578		659,982
Nuclear Power Plants		2,613,744		2,703,255
Corporate Center		515,718		902,866
Total	$	9,318,694	$	9,594,370

Goodwill:
Nuclear Fuel	$	48,062	$	48,203
Nuclear Services		756,280		758,422
Nuclear Automation		389,456		390,597
Nuclear Power Plants		1,659,588		1,664,454
Total	$	2,853,386	$	2,861,676

Investment in unconsolidated subsidiaries:
Nuclear Fuel	$	14,817	$	15,706
Nuclear Services		2,858		2,953
Total	$	17,675	$	18,659

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

3. Business Segments (continued)

Revenue by geographical region is determined based on the location of the customers to whom the services are provided and products are sold. The Company’s geographical reporting model consists of three regions: Europe, Middle East and Africa (EMEA), Asia and the Americas. Revenue consists of the following by geographical region for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

	2012		2011		2010

Americas	$	2,397,852	$	2,561,432	$	2,118,473
EMEA		1,212,251		1,043,238		1,047,709
Asia		1,205,093		1,130,558		993,787
Total	$	4,815,196	$	4,735,228	$	4,159,969

Total assets by geographical region is determined based on the physical location of the asset. Total assets consist of the following by geographical region at March 31, 2012 and 2011.

	2012		2011

Americas	$	5,440,292	$	5,671,499
EMEA		3,093,784		3,203,487
Asia		784,618		719,384
Total	$	9,318,694	$	9,594,370

4. Derivative Instruments and Hedging Activities

Techniques in managing foreign exchange risk include, but are not limited to, foreign currency borrowing and investing and the use of currency derivative instruments. The purpose of the Company’s foreign currency risk management activities is to protect from the risk that the eventual dollar cash flows resulting from the sale and purchase of services and products in foreign currencies will be adversely affected by changes in exchange rates.

The Company determines the fair value of foreign exchange contracts using a mark-to-market model, incorporating real market pricing with probable variables. The Company has classified all foreign exchange contracts as Level 2 with respect to the fair value hierarchy. Changes in the fair value of a derivative designed and qualified as a cash flow hedge, to the extent effective, are included in the combined statement of stockholders’ equity as accumulated other comprehensive income (loss) until earnings are affected by the hedged transaction. The Company discontinues hedge accounting prospectively when it has determined that a derivative no longer qualifies as an effective hedge.

The Company does not enter into derivative instruments for speculative or trading purposes. Forward foreign exchange contracts are primarily utilized to reduce the risk from foreign currency price fluctuations related to firm or anticipated sales transactions, commitments to purchase or sell equipment, materials and/or services and principal and interest payments denominated in a foreign currency. Forward foreign exchange contracts, which are commitments to buy or sell a specified amount of a foreign currency at a specified price and time, are generally used to manage identifiable foreign currency commitments and exposures related to assets and liabilities denominated in a foreign currency. These contracts generally have an expiration date of eight years or less.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

4. Derivative Instruments and Hedging Activities (continued)

The following table presents the fair values of derivative instruments included in the combined balance sheets as of March 31, 2012 and 2011:

	Asset Derivatives
	Balance Sheet Location	March 31, 2012 Fair Value		March 31, 2011 Fair Value
Derivatives designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	34,110	$	37,276
Derivatives not designated as hedging instruments:
Foreign exchange contracts	Other current assets		8,902		18,671
Total asset derivatives		$	43,012	$	55,947

	Liability Derivatives
	Balance Sheet Location	March 31, 2012 Fair Value			March 31, 2011 Fair Value

Derivatives designated as hedging instruments:
Foreign exchange contracts	Other current liabilities	$	(17,354	)	$	(9,194	)
Derivatives not designated as hedging instruments:
Foreign exchange contracts	Other current liabilities		(7,814	)		(5,030	)
Total liability derivatives		$	(25,168	)	$	(14,224	)
Net asset (liability) position		$	17,844		$	41,723

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

4. Derivative Instruments and Hedging Activities (continued)

The following table presents the effect of derivative instruments on the combined statements of operations and comprehensive income for the fiscal years ended March 31, 2012, 2011 and 2010:

	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	March 31,
Derivatives in Cash Flow Hedging Relationships	2012			2011		2010
Foreign exchange contracts	$	(1,750	)	$	38,032	$	42,601

	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	March 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010		Location
Foreign exchange contracts	$	11,099	$	38,032	$	42,601	Gain (loss) on foreign currency transactions, net

	Amount of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) (a)
	March 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011			2010		Location
Foreign exchange contracts	$	1,875	$	(1,767	)	$	4,502	Gain (loss) on foreign currency transactions, net

	Amount of Gain (Loss) Recognized in Income on Derivatives
	March 31,
Derivatives in Cash Flow Hedging Relationships	2012			2011		2010		Location
Foreign exchange contracts	$	(12,928	)	$	14,202		25,928	Gain (loss) on foreign currency transactions, net

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

4. Derivative Instruments and Hedging Activities (continued)

Assuming market rates remain the same, the Company estimates $16,089 of the unrealized net losses on these cash flow hedges to be reclassified into earnings in the fiscal year ended March 31, 2012. Changes in the timing or amount of the future cash flows being hedged could result in hedges becoming ineffective, and as a result, the amount of unrealized gain or loss associated with those hedges would be reclassified from other comprehensive income into earnings. There were no gains or losses reclassified into earnings as a result of the discontinuance of cash flow hedges in the current year. At March 31, 2012, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows associated with foreign currency forecasted transactions is through January 2018.

5. Inventories

At March 31, 2012 and 2011, inventories consist of the following:

	2012			2011

Raw materials and consumables	$	217,371		$	188,996
Work in process		250,786			213,930
Finished goods		263,954			222,150
Engineering inventory		22,068			17,367
Uranium inventory available for sale		234,014			1,218
Gross inventories		988,193			643,661
Inventory reserve		(18,068	)		(19,894	)
Inventories, net	$	970,125		$	623,767

Inventories other than those related to long-term contracts are generally sold within one year.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

6. Property, Plant and Equipment

At March 31, 2012 and 2011, property, plant and equipment consist of the following:

	2012		2011

Land	$	42,450	$	42,475
Buildings and improvements		302,505		317,861
Machinery and equipment		967,042		781,508
Computer software		128,610		61,727
Construction in progress		158,622		223,440
Total		1,599,229		1,427,011
Less accumulated depreciation		463,372		350,763
Property, plant and equipment, net	$	1,135,857	$	1,076,248

Depreciation expense for the fiscal years ended March 31, 2012, 2011 and 2010 has been classified in the accompanying combined statements of operations and comprehensive income as follows:

	2012		2011		2010

Cost of goods sold	$	96,705	$	93,305	$	78,457
Marketing, administrative and general expenses		24,443		20,453		13,020
Total	$	121,148	$	113,758	$	91,477

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

7. Goodwill and Intangible Assets

As of March 31, 2012 and 2011, goodwill consisted of the following:

	2012			2011

Balance, beginning of year	$	2,861,676		$	2,806,618
Foreign currency translation adjustment		(8,290	)		55,058
Balance, end of year	$	2,853,386		$	2,861,676

Of the amount of goodwill and indefinite lived intangibles at March 31, 2012, only $968,147 is amortizable for income tax purposes. Approximately $72,739 of amortization will be deducted in tax returns for the fiscal year ended March 31, 2012.

The carrying amount and accumulated amortization of identifiable intangible assets as of March 31, 2012 and 2011 are as follows:

	Life			2012			2011

Contracted customer relationships	5	–	24	$	110,145		$	116,226
Noncontracted customer relationships		25			199,917			200,268
Developed technology	20	–	25		1,417,198			1,420,348
Brand name		Indefinite			404,711			405,334
Brand name		3			–			140
Patent		20			7,484			7,500
Total					2,139,455			2,149,816
Accumulated amortization					(435,560	)		(353,607	)
Intangible assets, net				$	1,703,895		$	1,796,209

Amortization expense was $83,254, $84,235 and $82,915 for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

7. Goodwill and Intangible Assets (continued)

NFI, a subsidiary of the Company’s Nuclear Fuel Product Line, had backlog related to MOX fuel recorded as Contracted Customer Relationships within intangible assets. In the current year, it was determined that the remaining cash flows through the useful life are not adequate to recover the carrying value of this intangible asset. To bring the net value of these assets to zero, the Company recorded an impairment of $5,308 within marketing, administrative and general expenses in the accompanying combined statements of operations and comprehensive income in March 2012.

In September 2010, the South African government shut down the Pebble Bed Modular Reactor (PBMR) project, which was a significant project to Westinghouse South Africa (WESA), a subsidiary of the Company within the Nuclear Services Product Line. This action resulted in an impairment of $1,635 related to Contracted Customer Relationships and $1,720 related to Developed Technology assets at WESA as they were closely linked to PBMR and the Company was unable to find other uses for these purchased intangible assets. The total impairment of $3,355 brought the net values of these assets to zero and was included in marketing, administrative and general expenses in the accompanying combined statements of operations and comprehensive income in March 2011.

The table below presents the expected amortization expense for definite-lived intangible assets for the next five years and thereafter as of March 31, 2012. The amortization amounts disclosed below are estimates. Actual amounts may differ from these estimates due to such factors as sales or impairments of intangible assets, acquisition of additional intangible assets, foreign currency translation and other events.

For the fiscal year ending March 31:
2013	$	81,372
2014		77,484
2015		74,816
2016		75,879
2017		76,830
Thereafter		912,803
Total	$	1,299,184

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

8. Uranium Assets

Uranium, held in various forms, is primarily used in the nuclear fuel fabrication operations of the business. The Company maintains uranium working stock in order to ensure efficient manufacturing processes. The Company holds an additional amount of surplus uranium inventory, for which it periodically enters into transactions to sell uranium when appropriate opportunities arise. Such sales depend on many factors, including market price conditions, availability of willing purchasers and projected internal needs for uranium. During the fiscal year ended March 31, 2012, the Company completed four sales transactions to sell a total of 331 thousand tonnes uranium (teU) and 5.5 thousand separate work units (SWU) for a total of $46 million. During the fiscal year ended March 31, 2011, the Company completed seven sales transactions to sell a total of 627 thousand tonnes uranium (teU) and 200 thousand separate work units (SWU) for a total of $145 million. The Company recognizes revenue on the sales of uranium when the uranium is delivered and title passes to the customer.

At March 31, 2012, the spot price for Conversion Services (CS) was below the carrying value of surplus uranium inventory, and the Company recorded a write-off of inventory of $4,384 in the accompanying combined statements of operations and comprehensive income. At March 31, 2011, the spot prices of the uranium inventory that the Company had available for sale was not below cost, therefore no write-off was required.

Below is the classification of uranium assets within the accompanying combined balance sheets as of March 31, 2012 and 2011.

	2012		2011
Current uranium assets:
Surplus available for sale	$	234,014	$	1,218
Total current uranium assets		234,014		1,218

Noncurrent uranium assets:
Uranium working stock		204,414		488,754
Uranium leased to external party		–		3,458
Total noncurrent uranium assets		204,414		492,212
Net uranium assets	$	438,428	$	493,430

During the fiscal year ended March 31, 2012, certain amounts of uranium working stock were reclassed to uranium available for sale based upon a contractual arrangement with a third party to utilize uranium in exchange for storage and a determination by the Company that working stock could be sufficiently managed at lower levels. Uranium leased to external party was reclassed to uranium available for sale when the lease expired on December 31, 2011.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

9. Other Current and Noncurrent Assets

At March 31, 2012 and 2011, other current and noncurrent assets consist of the following:

	2012		2011
Other current assets:
Prepaid insurance, taxes and other services	$	126,769	$	89,169
Derivative instruments, at fair value		43,012		55,947
Contract receivable		31,994		26,474
Restricted cash		369		–
Other		14,207		12,985
Other current assets	$	216,351	$	184,575

Other noncurrent assets:
Contractual asset for postretirement benefit costs	$	18,830	$	21,684
Pension asset		14,293		10,472
Restricted cash		2,978		2,617
Other		33,876		24,453
Other noncurrent assets	$	69,977	$	59,226

Current restricted cash of $369 at March 31, 2012 is held pursuant to customer contracts in lieu of other financial security. Noncurrent restricted cash of $2,978 at March 31, 2012 is held pursuant to the following: (1) Sweden law requiring Westinghouse to fund Nuclear Decommissioning of $643, and (2) legal requirement in Germany to ensure pay to employees in the case of company liquidation of $2,335. Noncurrent restricted cash of $2,617 at March 31, 2011 is held pursuant to the following: (1) Sweden law requiring Westinghouse to fund Nuclear Decommissioning of $676, (2) legal requirement in Germany to ensure pay to employees in the case of company liquidation of $1,190, and (3) customer contracts in lieu of other financial security of $751. Due to the restricted cash balance pursuant to customer contracts expiring in October 2012, the balance was moved from other noncurrent to other current assets, a portion of the balance has since been paid.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

10. Asset Retirement Obligations (ARO)

The Company recognizes an ARO at its fair value in the period in which it is incurred, if a reasonable estimate of fair value can be made. An asset is also recorded equal to the fair value of the liability when incurred. The asset carrying amount is then depreciated over the life of the asset. The liability increases due to the passage of time based on the time value of money until the obligation is settled. Subsequent to the initial recognition, the liability is adjusted for any revisions to the expected value of the retirement obligation (with corresponding adjustments to the asset) and for accretion of the liability due to the passage of time. Retirement dates are consistent with the economic useful life of the related asset and are reviewed on an annual basis or as facts dictate. Additional depreciation expense is recorded prospectively for any plant and equipment increases.

The Company’s ARO relate primarily to the decommissioning of licensed nuclear facilities. These obligations address the decommissioning, cleanup and release for acceptable alternate use of such facilities.

The ARO is adjusted each period for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the estimated cash flows. Management uses various sources to produce detailed reviews of the ARO, which occur every three to five years, depending upon rules of the respective governing body. Net present value calculations are made by escalating current year values by 3.0% per annum to the end of site life to estimate future cash flows required to settle the obligation. The estimated future cash flows are discounted using an interest rate equal to the risk-free rate adjusted for the effect of the Company’s credit standing based on the maturity dates that coincide with the expected timing of the estimated cash flows.

The Company is currently in the process of decommissioning a nuclear fuel facility in Hematite, Missouri. In June 2011, the Company reevaluated decommissioning project estimates relative to cleanup costs at the site. Based upon the most recent cost estimates, risk analysis and market alternatives, it was determined that the recorded reserve should be reduced by $18,800. This reduction resulted in operating profit recognized as a reduction of marketing administrative and general expenses in the accompanying statements of operations and comprehensive income. As of March 31, 2012 and 2011, the Company had a reserve for the Hematite project of $73,984 and $108,900, respectively, included in reserves for decommissioning matters in the accompanying combined balance sheets.

In December 2011, the Company updated its reserve for the Waltz Mill, Pennsylvania location which resulted in a reduction in the liability of $28,359 due mainly to timing of when the Company would expect to abandon the location. The same reduction was applied to the fixed assets at that location. As of March 31, 2012 and 2011, the Company had a reserve for Waltz Mill decommissioning of $37,948 and $67,117, respectively, included in reserves for decommissioning matters in the accompanying combined balance sheets.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

10. Asset Retirement Obligations (ARO) (continued)

Changes to the ARO presented as reserves for decommissioning matters in the accompanying combined balance sheets for the fiscal years ended March 31, 2012 and 2011 are as follows:

	2012			2011

Balance, beginning of year	$	295,452		$	264,277
Liabilities settled		(19,035	)		(14,855	)
Foreign currency translation effect		(1,505	)		3,499
Liabilities (reduced) incurred		(47,159	)		34,721
Accretion expense		7,040			7,810
Balance, end of year	$	234,793		$	295,452

Of the above balances as of March 31, 2012 and 2011, $45,164 and $117,959, respectively, are included in other current liabilities in the accompanying combined balance sheets, which represent the expected settlement of liabilities over the year after the combined balance sheet dates.

11. Pension and Other Postretirement Benefit Plans

Pension Plans

The majority of the employees of the Company are covered under separate pension plans sponsored by Westinghouse Electric Company LLC (WEC LLC) (U.S. Plans), and separate plans sponsored by Nuclear Fuel Industries LTD, Westinghouse Electric Belgium SA, Westinghouse Electric Germany GmbH, Westinghouse Electrique France SAS, Westinghouse Electric Sweden AB and the Westinghouse Electric UK/Uranium Assets Management, Ltd. (WEC UK/UAM) Section of the BNFL Group Pension Scheme (Non-U.S. Plans). Details of the aforementioned plans can be found in the following tables.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

11. Pension and Other Postretirement Benefit Plans (continued)

The following table presents the net periodic pension costs covering current and former employees of the Company for the fiscal years ended March 31, 2012, 2011 and 2010:

	2012									2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total

Service cost	$	67,891		$	20,068		$	87,959		$	56,722		$	19,944		$	76,666		$	43,261		$	4,757		$	48,018
Interest cost		40,631			10,314			50,945			33,539			9,295			42,834			28,453			8,875			37,328
Expected return on plan assets		(39,120	)		(6,627	)		(45,747	)		(36,599	)		(5,205	)		(41,804	)		(31,684	)		(3,227	)		(34,911	)
Amortization of prior service cost		915			61			976			625			4			629			443			–			443
Amortization of unrecognized net loss (gain)		6,237			123			6,360			1,523			84			1,607			363			182			545
Ongoing periodic pension cost		76,554			23,939			100,493			55,810			24,122			79,932			40,836			10,587			51,423
Settlement charges		–			300			300			–			–			–			–			468			468
Net periodic benefit cost	$	76,554		$	24,239		$	100,793		$	55,810		$	24,122		$	79,932		$	40,836		$	11,055		$	51,891

The assumptions used to develop the net periodic pension cost and the present value of benefit obligations for the fiscal year ended March 31, 2012 are shown below.

	U.S.			Non-U.S. Average

Discount rate for obligations		5.15	%		3.74	%
Discount rate for expense		5.40	%		4.20	%
Compensation increase rate for obligations		4.50	%		3.25	%
Compensation increase rate for expense		4.50	%		3.77	%
Long-term rate of return on plan assets		7.98	%		4.34	%

The Company adjusts the discount rate to reflect current and expected-to-be-available interest rates on high-quality, fixed income investments expected to be available to the Company at the end of each year.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

11. Pension and Other Postretirement Benefit Plans (continued)

The following table sets forth the aggregate funded status and changes in benefit obligations and plan assets of the defined benefit pension plans and amounts recognized in the accompanying combined balance sheets as of March 31, 2012 and 2011, respectively:

	2012									2011
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Accumulated benefit obligation	$	773,937		$	282,610		$	1,056,547		$	622,630		$	248,293		$	870,923

Change in benefit obligation
Benefit obligation, beginning of year	$	730,757		$	260,258		$	991,015		$	582,706		$	214,369		$	797,075
Service cost		67,891			20,068			87,959			56,722			19,944			76,666
Interest cost		40,631			10,314			50,945			33,539			9,295			42,834
Employee contributions		11,359			3,657			15,016			8,946			3,675			12,621
Plan amendments		4,515			–			4,515			1,991			1,054			3,045
Actuarial loss (gain)		61,488			12,992			74,480			56,367			(802	)		55,565
Business combinations		–			–			–			–			1,009			1,009
Foreign currency exchange rate changes		–			(8,986	)		(8,986	)		–			18,983			18,983
Special termination benefits		–			300			300			–			–			–
Benefits paid		(11,840	)		(8,447	)		(20,287	)		(9,514	)		(7,269	)		(16,783	)
Benefit obligation, end of year	$	904,801		$	290,156		$	1,194,957		$	730,757		$	260,258		$	991,015

Change in plan assets
Plan assets at fair value, beginning of year	$	495,574		$	142,415		$	637,989		$	439,845		$	105,215		$	545,060
Actual return on plan assets		22,840			4,797			27,637			55,096			4,624			59,720
Employee contributions		11,359			3,657			15,016			8,946			3,675			12,621
Employer contributions		16,391			26,564			42,955			1,201			26,169			27,370
Business combinations		–			–			–			–			1,089			1,089
Benefits paid from plan assets		(11,840	)		(8,447	)		(20,287	)		(9,514	)		(7,269	)		(16,783	)
Special termination benefits		–			300			300			–			–			–
Foreign currency exchange rate changes		–			(2,500	)		(2,500	)		–			8,912			8,912
Plan assets at fair value, end of year	$	534,324		$	166,786		$	701,110		$	495,574		$	142,415		$	637,989

Funded status, end of year	$	(370,477	)	$	(123,370	)	$	(493,847	)	$	(235,183	)	$	(117,843	)	$	(353,026	)

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

11. Pension and Other Postretirement Benefit Plans (continued)

	2012									2011
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Accrued cost as included in the combined balance sheets
Noncurrent assets	$	–		$	14,293		$	14,293		$	81		$	10,391		$	10,472
Other current liabilities		(1,857	)		(6,534	)		(8,391	)		(1,098	)		(6,602	)		(7,700	)
Noncurrent benefit obligation		(368,620	)		(131,129	)		(499,749	)		(234,166	)		(121,632	)		(355,798	)
Net benefit obligation	$	(370,477	)	$	(123,370	)	$	(493,847	)	$	(235,183	)	$	(117,843	)	$	(353,026	)
Amounts recognized in accumulated other comprehensive (loss) income consist of
Net actuarial (loss) gain	$	(189,196	)	$	(21,693	)	$	(210,889	)	$	(117,198	)	$	(6,758	)	$	(123,956	)
Prior service cost		(9,262	)		(979	)		(10,241	)		(5,663	)		(1,050	)		(6,713	)
Net amount recognized, before tax effect	$	(198,458	)	$	(22,672	)	$	(221,130	)	$	(122,861	)	$	(7,808	)	$	(130,669	)
Amounts expected to be amortized from other comprehensive (loss) income into net periodic benefit cost over the next fiscal year	$	(9,629	)	$	(61	)	$	(9,690	)	$	(5,046	)	$	(162	)	$	(5,208	)

Plan Assets

The following table sets forth by level, within the fair value hierarchy, the Master Trust’s assets carried at fair value as of March 31, 2012 and 2011, respectively:

	Assets at Fair Value as of March 31, 2012
	Level 1		Level 2		Level 3		Total

Equities	$	60,268	$	11,060	$	–	$	71,328
Corporate and municipal obligations		51,403		–		–		51,403
Mutual funds		482,930		–		–		482,930
Money market funds		2,660		–		–		2,660
Investment contracts issued by insurance companies		–		42,458		–		42,458
Structured credit investment		–		–		50,331		50,331
Total assets at fair value	$	597,261	$	53,518	$	50,331	$	701,110

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

11. Pension and Other Postretirement Benefit Plans (continued)

	Assets at Fair Value as of March 31, 2011
	Level 1		Level 2		Level 3		Total

Equities	$	56,313	$	–	$	–	$	56,313
Corporate and municipal obligations		46,818		–		–		46,818
Mutual funds		495,574		–		–		495,574
Money market funds		815		–		–		815
Investment contracts issued by insurance companies		–		38,469		–		38,469
Total assets at fair value	$	599,520	$	38,469	$	–	$	637,989

There were no transfers within the fair value hierarchy during the fiscal years ended March 31, 2012 and 2011.

The changes in fair value measurements using significant unobservable inputs (Level 3) for the fiscal years ended March 31, 2012 and 2011 are as follows:

	2012		2011

Balance, beginning of year	$	–	$	–
Purchases		50,000		–
Unrealized gains included in other comprehensive income		331		–
Balance, end of year	$	50,331	$	–

The U.S. Plans – The assets of the U.S. Plans are managed via the Westinghouse Electric Company Pension Master Trust (Trust). The Westinghouse Electric Company Pension Investment Committee (Committee) has been appointed to review the investment performance and other matters of the U.S. Plans, including development of investment policies and strategies.

The asset allocation decision reflects the plans’ return requirements, as well as the Committee’s tolerance for return variability (risk). The assets are invested in long-term strategies and evaluated within the context of a long-term investment horizon. Investments will generally be restricted to marketable securities. Leveraged and high-risk derivative strategies will not be employed.

Investment objectives are designed to provide quantitative standards against which to measure and evaluate the progress of the plans, their major asset class composites and each individual investment manager. The overall objective for the Trust is to generate a rate of return, net of all fees and expenses, in excess of a policy index that is comprised of a weighted average of the market benchmarks for each asset class.

The Non-U.S. Plans – The investment management of the Non-U.S. Plans is handled by an appointed Asset Manager located in the country of the plan sponsor. This Asset Manager is required to meet established targets by investing the plan assets following the prudent person principle in a mix of different adequate assets.

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

11. Pension and Other Postretirement Benefit Plans (continued)

There is an established Strategic Asset Allocation agreed to by the Company for these plans, but in some cases, the Asset Manager has the flexibility to modify the allocation while still adhering to set minimal and maximal bounds for each class of asset. This allows the Asset Manager to optimize the portfolio within defined risk guidelines.

The assumed long-term rate of return for U.S. and Non-U.S. plan assets was determined by taking a weighted average of the expected rates of return on the asset classes. The weights are equal to the portion of the portfolio invested in each class.

The Company’s target and pension asset allocations at March 31, 2012 consist of the following:

Asset Category	Target			Actual

U.S. Plans:
U.S. equity securities		34	%		38	%
Non-U.S. equity securities		16			14
Debt securities		50			48
Total		100	%		100	%

Non-U.S. Plans (weighted average):
Equity securities		38	%		44	%
Debt securities		37			31
Investment contracts issued by insurance companies		25			25
Total		100	%		100	%

Estimated Future Benefit Payments

Annual benefit payments for the year subsequent to March 31, 2012 are estimated as follows:

	U.S.		Non-U.S.		Total
Fiscal years ending March 31:
2013	$	15,700	$	11,434	$	27,134
2014		20,083		8,499		28,582
2015		24,714		10,617		35,331
2016		29,984		11,123		41,107
2017		35,593		12,473		48,066
2018–2021		285,234		69,138		354,372

Toshiba Nuclear Energy Holdings (US), Inc. and

Toshiba Nuclear Energy Holdings (UK) Ltd.

Notes to Combined Financial Statements (continued)

11. Pension and Other Postretirement Benefit Plans (continued)

Contributions

Additionally, the Company anticipates funding its defined benefit pension plans with the following cash contributions to be paid during the fiscal year ended March 31, 2013:

	U.S.		Non-U.S.		Total

Expected contributions	$	89,814	$	27,983	$	117,797

R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended August 31, 2012

or

£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

LOUISIANA	72-1106167
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock — no par value	New York Stock Exchange

	Large accelerated filer R			Smaller reporting company o

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

PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29
PART II		29
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	57
PART III		57
Item 10.	Directors, Executive Officers and Corporate Governance	58
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
Item 13.	Certain Relationships and Related Transactions, and Director Independence	59
Item 14.	Principal Accounting Fees and Services	59
PART IV		59
Item 15.	Exhibits, Financial Statement Schedules	59

ABWR	Advanced Boiling Water Reactor
AQC	Air quality control
AP1000 ®	AP1000 is a registered trademark of Westinghouse Electric Co., LLC
AR	Accounts receivable
ASC	Accounting Standards Codification
ASME	American Society of Mechanical Engineers
ASU	Accounting Standards Update
BNFL	British Nuclear Fuels plc
CAIR	Clean Air Interstate Rule
CAP	Compliance Assurance Process
CCGT	Combined-cycle gas turbine
CERCLA	Comprehensive Environmental Response, Compensation and Liability Act
CIE	Costs and estimated earnings in excess of billings
COL	Combined operating license
COSO	Committee of Sponsoring Organizations of the Treadway Commission
CRA	Commercial relationship agreement
CSAPR	Cross-State Air Pollution Rule
DJ Heavy Construction	Dow Jones U.S. Heavy Construction
DOE	U.S. Department of Energy
E&C	Our Energy & Chemicals segment
E&C Sale	Our divestiture of substantially all of the business of the E&C segment to Technip S.A. effective August 31, 2012
E&I	Our Environmental & Infrastructure segment
EAC	Estimate at completion
EBIT	Earnings before interest expense and income taxes
EBITDA	Earnings before interest expense, income taxes, depreciation and amortization
EHS	Environmental Health and Safety
EPA	U.S. Environmental Protection Agency
EPC	Engineering, procurement and construction
ERISA	Employee Retirement Income Security Act
EU	European Union
Exchange Act	Securities Exchange Act of 1934, as amended
F&M	Our Fabrication & Manufacturing segment
Facility	Our unsecured Second Amended and Restated Credit Agreement
FASB	Financial Accounting Standards Board
FCPA	U.S. Foreign Corrupt Practices Act
FEMA	Federal Emergency Management Agency
FIFO	First-in, first-out
GAAP	Accounting principles generally accepted in the United States
GHGs	Greenhouse gases
IAEA	International Atomic Energy Agency
IDIQ	Indefinite delivery, indefinite quantity
IHI	Ishikawajima-Harima Heavy Industries Co., Ltd.
Interest LC	The additional letters of credit for the benefit of NEH related to interest on the Westinghouse Bonds (defined below).
Investment in Westinghouse	Our 20% interest in Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK), Ltd. Acquired in October 2006
IRS	Internal Revenue Service
IT Group	IT Group, Inc.
JPY	Japanese Yen
KBSS	Kings Bay Support Services, LLC, our consolidated variable interest entity
LEED	Leadership in Energy and Environmental Design
LGP	Loan Guarantee Program
LIBOR	London Interbank Offered Rate
NEH	Nuclear Energy Holdings LLC, our wholly-owned special purpose acquisition subsidiary
NOx	Nitrogen oxides
NRC	Nuclear Regulatory Commission

NYSE	New York Stock Exchange
OSHA	Occupational Safety and Health Administration
PAA	Price-Anderson Act
Principal LC	A letter of credit established by us for the benefit for NEH related to the principal on the Westinghouse Bonds (defined below).
PRPs	Potentially responsible parties
Put Options	Japanese yen-denominated put option agreements entered into in connection with the acquisition of our Investment in Westinghouse
RCRA	Resources Conservation and Recovery Act
S&P	Standard & Poor’s
S&P 500	Standard & Poor’s 500 index
SAR	Stock appreciation rights
Sarbanes-Oxley	Sarbanes-Oxley Act of 2002, as amended
SEC	United States Securities and Exchange Commission
Securities Act	The Securities Act of 1933, as amended
S,G&A	Selling, general and administrative
Shaw-Nass	Shaw-Nass Middle East, W.L.L.
SO2	Sulfur dioxide
Stone & Webster	Stone & Webster, Inc.
TNEH-UK	Toshiba Nuclear Energy Holdings (UK), Ltd.
TNEH-US	Toshiba Nuclear Energy Holdings (US), Inc.
Transaction Agreement	Transaction Agreement by and among Chicago Bridge & Iron Company N.V., Crystal Acquisition Subsidiary Inc and The Shaw Group Inc dated as of July 30, 2012
USACE	U.S. Army Corps of Engineers
VIE	Variable interest entity
WEC	BNFL USA Group Inc. (also referred to as Westinghouse Electric Company LLC) and Westinghouse Electric UK Limited and their subsidiaries
Westinghouse	Our Investment in Westinghouse, along with its subsidiaries
Westinghouse Bonds	The JPY 128.98 billion (equivalent to approximately $1.6 billion as of August 31, 2012) limited recourse bonds issued by NEH on October 13, 2006 and maturing on March 15, 2013, used to partially finance our Investment in Westinghouse.
Westinghouse Equity	Our 20% equity interest in Westinghouse, held by Nuclear Energy Holdings

First Quarter	November 30
Second Quarter	February 29
Third Quarter	May 31
Fourth Quarter	August 31

Cash and cash equivalents	$	(84,196	)
Restricted and escrowed cash	$	(1,266	)
Deferred income taxes	$	(258,647	)
Investment in Westinghouse	$	(968,296	)
Prepaid and other current assets	$	(1,482	)
Other accrued liabilities	$	(36,958	)
Japanese Yen-denominated bonds secured by Investment in Westinghouse	$	(1,640,497	)
Interest rate swap contract on Japanese-Yen denominated bond	$	(13,370	)
Accumulated other comprehensive income	$	76,952
Retained earnings	$	299,987

Location	Description	Segment Using Property	Owned Leased
Baton Rouge, LA	Corporate Headquarters	Corporate/E&I/Plant Services/Power	Leased
Abu Dhabi, UAE	Office Building and Pipe Fabrication Facility	F&M	Leased
Addis, LA	Fabrication Facility	F&M	Owned
Askar, Bahrain	Office Building and Pipe Fabrication Facility	F&M	Leased
Baton Rouge, LA	Office Building	Corporate/E&I	Leased
Canton, MA	Office Building	Power/E&I	Leased
Centennial, CO	Office Building	Power/E&I	Leased
Charlotte, NC	Office Buildings	Power	Leased
Clearfield, UT	Fabrication and Manufacturing	F&M	Leased
Concord, CA	Office Building & Warehouse	E&I	Leased
Delcambre, LA	Manufacturing Facility	Plant Services	Owned
Derby, United Kingdom	Manufacturing Facility	Power	Owned
El Dorado, AR	Manufacturing Facility	F&M	Owned
Findlay, OH	Office Building & Storage	E&I	Leased
Houston, TX	Pipe Fittings Distribution Facility	F&M	Leased
Knoxville, TN	Warehouse	E&I	Leased
Knoxville, TN	Office Building	E&I	Leased
Lake Charles, LA	Module Assembly Facility	F&M	Leased
LaPorte, TX	Manufacturing Facility	Plant Services	Owned
Laurens, SC	Pipe Fabrication Facility	F&M	Owned
Maracaibo, Venezuela	Pipe Fabrication Facility	F&M	Owned
Matamoros, Mexico	Pipe Fabrication Facility	F&M	Owned
Monroeville, PA	Office Building & Storage	E&I	Leased
Moorestown, NJ	Office Building	Power	Leased
New Brunswick, NJ	Manufacturing Facility	F&M	Leased
Prairieville, LA	Office Building/Manufacturing Facility	E&I/Power/Plant Services	Owned
Shreveport, LA	Manufacturing Facility	F&M	Owned
Shreveport, LA	Piping Components & Manufacturing Facility	F&M	Owned
Stoughton, MA	Office Building	Power/E&I	Leased
Trenton, NJ	Office Building	E&I	Leased
Tulsa, OK	Pipe Fabrication & Distribution Facility	F&M	Owned
Walker, LA	Office Building & Warehouse	F&M	Owned
Walker, LA	Pipe Fabrication Facility	F&M	Owned
West Monroe, LA	Pipe Fabrication Facility	F&M	Owned

	High		Low
Fiscal Year ended August 31, 2012
First Quarter		25.36		18.98
Second Quarter		31.16		21.65
Third Quarter		32.49		24.93
Fourth Quarter		43.70		23.95
Fiscal Year ended August 31, 2011
First Quarter		35.29		29.56
Second Quarter		41.58		32.43
Third Quarter		41.62		27.61
Fourth Quarter		36.53		20.24

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (2) (in millions)
6/1/2012 to 6/30/2012		533	$	25.03		—		326.1
7/1/2012 to 7/31/2012		1,371	$	27.50		—		326.1
8/1/2012 to 8/31/2012		110	$	39.06		—		326.1
Total		2,014

	8/07	8/08	8/09	8/10	8/11	8/12

Shaw Group Inc. (The)	100.00	98.98	58.60	64.74	46.57	84.08
S&P 500	100.00	88.86	72.64	76.20	90.30	106.56
Dow Jones US Heavy Construction	100.00	96.85	64.93	57.54	67.18	68.52

	Year Ended August 31,
(In millions, except per share amounts)	2012		2011			2010		2009		2008
Consolidated Statements of Operations
Revenues	$	6,008.4	$	5,937.7		$	6,984.0	$	7,276.3	$	6,998.0
Net income (loss) attributable to Shaw	$	198.9	$	(175.0	)	$	82.0	$	12.8	$	140.7
Diluted net income (loss) per common share attributable to Shaw	$	2.90	$	(2.18	)	$	0.96	$	0.15	$	1.67
Consolidated Balance Sheets
Total assets	$	5,007.5	$	5,487.0		$	5,996.3	$	5,557.2	$	4,587.3
Westinghouse bonds, short-term	$	1,640.5	$	1,679.8		$	1,520.7	$	1,388.0	$	—
Long-term debt, less current maturities	$	5.3	$	0.6		$	1.0	$	7.6	$	1,165.6
Cash dividends declared per common share	$	—	$	—		$	—	$	—	$	—

	Fiscal Year Ended August 31,
	2012			2011			2010
Revenues:
Power	$	1,973.4		$	2,116.8		$	2,297.9
Plant Services		1,089.2			924.7			881.0
E&I		1,814.4			1,894.3			2,215.2
F&M		551.5			408.6			492.0
E&C		579.9			593.3			1,097.8
Corporate		—			—			0.1
Total revenues	$	6,008.4		$	5,937.7		$	6,984.0

Gross profit:
Power	$	68.6		$	35.8		$	119.7
Plant Services		80.8			70.2			53.2
E&I		171.4			188.8			206.8
F&M		103.2			50.7			93.5
E&C		1.9			(153.3	)		93.9
Corporate		2.1			4.1			2.1
Total gross profit	$	428.0		$	196.3		$	569.2

Gross profit percentage:
Power		3.5	%		1.7	%		5.2	%
Plant Services		7.4			7.6			6.0
E&I		9.4			10.0			9.3
F&M		18.7			12.4			19.0
E&C		0.3			(25.8	)		8.6
Corporate	NM			NM			NM
Total gross profit percentage		7.1	%		3.3	%		8.2	%

Selling, general and administrative expenses:
Power	$	39.5		$	41.2		$	51.8
Plant Services		11.2			10.6			9.8
E&I		71.6			74.4			71.3
F&M		35.3			30.6			30.1
E&C		42.3			47.9			50.0
Investment in Westinghouse		0.1			1.4			0.1
Corporate		76.3			67.4			74.9
Total selling, general and administrative expenses	$	276.3		$	273.5		$	288.0

Income (loss) before income taxes and earnings (losses) from unconsolidated entities:
Power	$	30.6		$	1.8		$	64.9
Plant Services		69.8			59.8			43.7
E&I		102.8			117.3			138.8
F&M		68.8			20.6			63.9
E&C		41.5			(190.3	)		47.7
Investment in Westinghouse		0.1			(201.9	)		(169.8	)
Corporate		(73.5	)		(108.2	)		(58.1	)
Total income (loss) before income taxes and earnings (losses) from unconsolidated entities	$	240.1		$	(300.9	)	$	131.1

	Fiscal Year Ended August 31, 2012
	Consolidated			Power			Plant Services		E&I			F&M			E&C		Westinghouse		Corporate
Income (loss) before income taxes and earnings (losses) from unconsolidated entities:	$	240.1		$	30.6		$	69.8	$	102.8		$	68.8		$	41.5	$	0.1	$	(73.5	)
Interest expense		46.9			0.2			—		—			0.2			—		40.6		5.9
Depreciation and amortization		74.4			28.4			1.9		14.0			18.9			9.4		—		1.8
Earnings (losses) from unconsolidated entities		26.6			(2.4	)		—		1.3			(0.8	)		8.2		20.3		—
Income attributable to noncontrolling interests		(12.4	)		—			—		(9.6	)		(2.8	)		—		—		—
EBITDA	$	375.6		$	56.8		$	71.7	$	108.5		$	84.3		$	59.1	$	61.0	$	(65.8	)

	Fiscal Year Ended August 31, 2010
	Consolidated			Power		Plant Services		E&I			F&M			E&C			Westinghouse			Corporate
Income (loss) before income taxes and earnings (losses) from unconsolidated entities:	$	131.1		$	64.9	$	43.7	$	138.8		$	63.9		$	47.7		$	(169.8	)	$	(58.1	)
Interest expense		43.9			1.2		0.1		0.2			0.1			(0.2	)		38.1			4.4
Depreciation and amortization		62.8			23.6		1.8		12.2			13.6			9.7			—			1.9
Earnings (losses) from unconsolidated entities		16.2			—		—		0.7			—			(0.2	)		15.7			—
Income attributable to noncontrolling interests		(18.2	)		—		—		(10.1	)		(5.0	)		(3.1	)		—			—
EBITDA	$	235.8		$	89.7	$	45.6	$	141.8		$	72.6		$	53.9		$	(116.0	)	$	(51.8	)

	Amounts of Commitment Expiration by Period
Commercial Commitments (1)	Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Letters of Credit -Domestic and Foreign	$	329.6	$	226.5	$	103.1	$	—	$	—
Surety bonds		467.6		449.7		8.0		0.1		9.8
Total Commercial Commitments	$	797.2	$	676.2	$	111.1	$	0.1	$	9.8

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt obligations (a)	$	1,692.3	$	1,687.3	$	5.0	$	—	$	—
Capital lease obligations		0.8		0.5		0.3		—		—
Interest rate swap (b)		13.4		13.4		—		—		—
Operating lease obligations		282.7		45.5		80.7		54.5		102.0
Purchase obligations (c)		20.0		9.7		9.8		0.3		0.2
Pension obligations (d)		72.9		6.2		13.0		14.6		39.1
Total contractual cash obligations	$	2,082.1	$	1,762.6	$	108.8	$	69.4	$	141.3

(a)	Amounts for long-term debt obligations represent both principal and interest payments. Future interest payments for the JPY-denominated Westinghouse bonds reflect actual USD amounts to be paid.

(b)	On October 16, 2006, we entered into an interest rate swap agreement through March 15, 2013, in the aggregate notional amount of JPY 78 billion. At August 31, 2012, the fair value of the swap totaled approximately $13.4 million and is included as a current liability in our consolidated financial statements beginning on page F-2.

(c)	Purchase obligations primarily relate to IT technical support and software maintenance contracts. Commitments pursuant to subcontracts and other purchase orders related to engineering and construction contracts are not included since such amounts are expected to be funded under contract billings.

(d)	Pension obligations, representing amounts expected to be paid out from plans, noted under the heading “After 5 years” are presented for the years 2018-2022.

	Expected Maturity Dates
	2013			2014			2015		2016		2017		Thereafter		Total		Fair Value
Long-term debt
Fixed rate	$	437.3		$	5.3			—		—		—		—	$	442.6	$	669.0
Average interest rate		2.2	%		2.5	%		—		—		—		—

Variable rate	$	653.1			—			—		—		—		—	$	653.1	$	987.2
Average interest rate		2.4	%		—			—		—		—		—

Name	Age	Position
J.M. Bernhard, Jr.	58	Chairman of the Board of Directors, President and Chief Executive Officer
George P. Bevan	65	President of the Environmental & Infrastructure (E&I) Group
David L. Chapman, Sr.	66	President of the Fabrication & Manufacturing (F&M) Group
John Donofrio	50	Executive Vice President, General Counsel and Corporate Secretary
Brian K. Ferraioli	57	Executive Vice President and Chief Financial Officer
Timothy J. Poché	44	Senior Vice President and Chief Accounting Officer
Eli Smith	60	President of the Power Group


2.01	Investment Agreement, dated as of October 4, 2006, by and among Toshiba, Toshiba Nuclear Energy Holdings Corporation (US) Inc., a Delaware corporation (the “US Company”), The Shaw Group Inc. (the “Company”) and Nuclear Energy Holdings, L.L.C. (“NEH”)	Form 8-K filed on October 18, 2006	1-12227	2.01

2.02	Investment Agreement, dated as of October 4, 2006, by and among Toshiba, Toshiba Nuclear Energy Holdings (UK) Limited, a company registered in England with registered number 5929672 (the “UK Company”), the Company and NEH	Form 8-K filed on October 18, 2006	1-12227	2.02
2.03	Transaction Agreement, dated as of July 30, 2012, by and among Chicago Bridge & Iron Company N.V., Crystal Acquisition Subsidiary Inc. and The Shaw Group Inc.	Form 8-K filed on July 30, 2012	1-12227	2.1
3.01	Composite Articles of Incorporation of The Shaw Group Inc. as of January 5, 2011	Form 10-Q for the quarter ended May 31, 2012	1-12227	3.01

3.02	Amended and Restated By-Laws of the Company dated as of January 30, 2007	Form 10-K/A (Amendment No. 1) for the fiscal year ended August 31, 2006	1-12227	3.2

4.01	Specimen Common Stock Certificate	Form 10-K for the fiscal year ended August 31, 2007	1-12227	4.1


4.02	Rights Agreement, dated as of July 9, 2001, between the Company and First Union National Bank, as Rights Agent, including the Form of Articles of Amendment to the Restatement of the Articles of Incorporation of the Company as Exhibit A, the form of Rights Certificate as Exhibit B and the form of the Summary of Rights to Purchase Preferred Shares as Exhibit C (Exhibit A-1 and A-2)	Form 8-A filed on July 30, 2001	1-12227	99.1

4.03	The Shaw Group Inc. hereby agrees to furnish copies of instruments defining the rights of holders of long-term debt of The Shaw Group Inc. and its consolidated subsidiaries to the Commission upon request.

*10.01	The Shaw Group Inc. Stone & Webster Acquisition Stock Option Plan	Form S-8 filed on June 12, 2001	333-62856	4.6

*10.02	The Shaw Group Inc. 1993 Employee Stock Option Plan, amended and restated through October 8, 2001	Form 10-K for the fiscal year ended August 31, 2001	1-12227	10.1

*10.03	The Shaw Group Inc. 401(k) Plan	Form S-8 filed on May 4, 2004	333-115155	4.6

*10.04	The Shaw Group Inc. 401(k) Plan for Certain Hourly Employees	Form S-8 filed on May 4, 2004	333-115155	4.6

*10.05	Flexible Perquisites Program for certain executive officers	Form 8-K filed on November 1, 2004	1-12227

*10.06	Trust Agreement, dated as of January 2, 2007 by and between the Company and Fidelity Management Trust Company for The Shaw Group Deferred Compensation Plan Trust	Form 10-Q for the quarter ended February 28, 2007	1-12227	10.6

*10.07	Employee Indemnity Agreement dated as of July 12, 2007 between the Company and Brian K. Ferraioli	Form 10-K for the fiscal year ended August 31, 2007	1-12227	10.34

*10.08	The Shaw Group Inc. 2005 Non-Employee Director Stock Incentive Plan, amended and restated through November 2, 2007	Form 10-Q for the quarter ended November 30, 2007	1-12227	10.5

*10.09	Offer Letter dated as of August 31, 2007, by and between the Company and Michael J. Kershaw	Form 8-K filed on December 21, 2007	1-12227	10.1


*10.10	Written description of the Company’s compensation policies and programs for non-employee directors	Proxy Statement for the 2009 Annual Meeting of Shareholders contained in The Shaw Group Inc.’s Schedule 14A filed on December 24, 2008	1-12227

*10.11	Amended and Restated Employment Agreement dated as of December 22, 2008 by and between the Company and Gary P. Graphia	Form 8-K filed on December 24, 2008	1-12227	10.1

*10.12	Amended and Restated Employment Agreement dated as of December 31, 2008, by and between the Company and J.M. Bernhard, Jr.	Form 8-K filed on January 7, 2009	1-12227	10.1

*10.13	Amended and Restated Employment Agreement dated as of December 31, 2008 between the Company and Brian K. Ferraioli	Form 8-K filed on January 7, 2009	1-12227	10.2

*10.14	The Shaw Group Inc. 2008 Omnibus Incentive Plan	Form 10-Q for the period February 28, 2009	1-12227	10.8

*10.15	Amended and Restated Employment Agreement dated as of December 31, 2008 by and between the Company and George P. Bevan	Form 10-Q for the quarter ended February 28, 2009	1-12227	10.13

*10.16	Amended and Restated Employment Agreement dated as of December 31, 2008 by and between the Company and Lou Pucher	Form 10-Q for the quarter ended February 28, 2009	1-12227	10.16

*10.17	The Shaw Group Deferred Compensation Plan	Form 10-Q for the quarter ended February 28, 2009	1-12227	10.1

*10.18	The Shaw Group Deferred Compensation Plan Form of Adoption	Form 10-Q for the quarter ended February 28, 2009	1-12227	10.11

*10.19	Form of Employee Incentive Stock Option Award under The Shaw Group Inc. 2008 Omnibus Incentive Plan	Form 10-Q for the period November 30, 2009	1-12227	10.67

*10.20	Form of Employee Nonqualified Stock Option Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan	Form 10-Q for the period November 30, 2009	1-12227	10.68

*10.21	Form of Canadian Employee Incentive Stock Option Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan	Form 10-Q for the period November 30, 2009	1-12227	10.70

*10.22	Written description of the Company’s incentive compensation policies programs for executive officers, including performance targets for fiscal year end 2009	Proxy Statement for the 2009 Annual Meeting of Shareholders contained in The Shaw Group Inc.’s Schedule 14A filed on December 17, 2009	1-12227


*10.23	Form of Nonemployee Director Nonqualified Stock Option Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan	Form 10-Q for the quarter ended February 28, 2010	1-12227	10.46

*10.24	Form of Nonemployee Director Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan	Form 10-Q for the quarter ended February 28, 2010	1-12227	10.47

*10.25	Amendment to the Amended and Restated Employment Agreement dated December 31, 2008, by and between the Company and J.M. Bernhard, Jr	Form 10-Q for the quarter ended May 31, 2010	1-12227	10.48

*10.26	Second Amended and Restated Employment Agreement dated as of July 22, 2010 by and between the Company and John Donofrio	Form 10-K for the fiscal year ended August 31, 2010	1-12227	10.24

*10.27	Amended and Restated Employment Agreement dated as of April 8, 2011 by and between the Company and David L. Chapman, Sr	Form 10-Q for the quarter ended February 28, 2011	1-12227	10.3

*10.28	Employment Agreement dated as of February 2, 2011 by and between the Company and Clarence Ray	Form 10-Q for the quarter ended February 28, 2011	1-12227	10.4

*10.29	Second Amended and Restated Employment Agreement dated December 12, 2011, by and between the Company and J. M. Bernhard, Jr.	Form 10-Q for the quarter ended November 30, 2011	1-12227	10.1

*10.30	Letter Agreement dated December 9, 2011, by and between the Company and Timothy J. Poché	Form 8-K filed on January 26, 2012	1-12227	10.1

*10.31	Consulting Agreement dated May 23, 2012, by and between The Shaw Group Inc. and Gary P. Graphia	Form 8-K filed on May 29, 2012	1-12227	10.1

†*10.32	Form of Employee Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

†*10.33	Form of Employee Performance Cash Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

†*10.34	Form of Employee Cash Settled Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

†*10.35	Form of Section 16 Officer Restricted Stock Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

†*10.36	Form of Section 16 Officer Performance Cash Unit Award Agreement under The Shaw Group Inc. 2008 Omnibus Incentive Plan

†*10.37	Retention Bonus dated October 16, 2012 by and between the Company and Timothy Poché


10.38	Asset Purchase Agreement, dated as of July 14, 2000, among Stone & Webster, Incorporated, certain subsidiaries of Stone & Webster, Incorporated and the Company	Form 8-K filed on July 28, 2000	1-12227	2.1

10.39	Composite Asset Purchase Agreement, dated as of January 23, 2002, by and among the Company, The IT Group, Inc. and certain subsidiaries of The IT Group, Inc., including the following amendments:(i) Amendment No. 1, dated January 24, 2002, to Asset Purchase Agreement, (ii) Amendment No. 2, dated January 29, 2002, to Asset Purchase Agreement, and (iii) a letter agreement amending Section 8.04(a)(ii) of the Asset Purchase Agreement, dated as of April 30, 2002, between The IT Group, Inc. and the Company	Form 8-K filed on May 16, 2002	1-12227	2.1

10.40	Amendment No. 3, dated May 2, 2002, to Asset Purchase Agreement by and among the Company, The IT Group, Inc. and certain subsidiaries of The IT Group, Inc.	Form 8-K filed on May 16, 2002	1-12227	2.2

10.41	Amendment No. 4, dated May 3, 2002, to Asset Purchase Agreement by and among the Company, The IT Group, Inc. and certain subsidiaries of the IT Group, Inc.	Form 8-K filed on May 16, 2002	1-12227	2.3

10.42	Put Option Agreement, dated as of October 13, 2006, between NEH and Toshiba related to shares in the US acquisition company	Form 8-K filed on October 18, 2006	1-12227	10.2

10.43	Put Option Agreement, dated as of October 13, 2006, between NEH and Toshiba related to shares in the UK acquisition company	Form 8-K filed on October 18, 2006	1-12227	10.3

10.44	Shareholders Agreement, dated as of October 4, 2006, by and among Toshiba, Toshiba Nuclear Energy Holdings (US) Inc. the US Company, NEH, TSB Nuclear Energy Investment US Inc., a Delaware corporation and a wholly owned subsidiary of Toshiba and Ishikawajima-Harima Heavy Industries Co., Ltd., a corporation organized under the laws of Japan (“IHI”)	Form 8-K filed on October 18, 2006	1-12227	10.4

10.45	Shareholders Agreement, dated as of October 4, 2006, by and among Toshiba, Toshiba Nuclear Energy Holdings (UK) Inc., the UK Company, NEH, IHI and TSB Nuclear Energy Investment UK Limited, a company registered in England with registered number 5929658	Form 8-K filed on October 18, 2006	1-12227	10.5

10.46	Bond Trust Deed, dated October 13, 2006, between NEH and The Bank of New York, as trustee	Form 8-K filed on October 18, 2006	1-12227	10.6


10.47	Parent Pledge Agreement, dated October 13, 2006, between the Company and The Bank of New York	Form 8-K filed on October 18, 2006	1-12227	10.7

10.48	Issuer Pledge Agreement, dated October 13, 2006, between NEH and The Bank of New York	Form 8-K filed on October 18, 2006	1-12227	10.8

10.49	Deed of Charge, dated October 13, 2006, among NEH, The Bank of New York, as trustee, and Morgan Stanley Capital Services Inc., as swap counterparty	Form 8-K filed on October 18, 2006	1-12227	10.9

10.50	Transferable Irrevocable Direct Pay Letter of Credit (Principal Letter of Credit) effective October 13, 2006 of Bank of America in favor of NEH	Form 8-K filed on October 18, 2006	1-12227	10.1

10.51	Transferable Irrevocable Direct Pay Letter of Credit (Interest Letter of Credit) effective October 13, 2006 of Bank of America in favor of NEH	Form 8-K filed on October 18, 2006	1-12227	10.11

10.52	Reimbursement Agreement dated as of October 13, 2006, between the Company and Toshiba	Form 8-K filed on October 18, 2006	1-12227	10.12

#10.53	Credit Agreement between Nuclear Innovation North America LLC, Nina Investments Holdings LLC, Nuclear Innovation North America Investments Llc, Nina Texas 3 LLC and Nina Texas 4 LLC Dated November 29, 2010	Form 10-Q for the quarter ended November 30, 2010	1-12227	10.1

#10.54	First Lien Intercreditor Agreement Dated As Of November 29, 2010, Among Nuclear Innovation North America LLC, Nina Investments Holdings LLC, Nuclear Innovation North America Investments LLC, Nina Texas 3 Llc and Nina Texas 4 LLC, The Other Grantors Party Hereto, Toshiba America Nuclear Energy Corporation, as Toshiba Collateral Agent, and The Shaw Group Inc., As Shaw Collateral Agent	Form 10-Q for the quarter ended November 30, 2010	1-12227	10.2

#10.55	Second Amended and Restated Credit Agreement, dated as of June 15, 2011, among the Company, as borrower; the Company’s subsidiaries signatories thereto, as guarantors; BNP Paribas, as administrative agent; and the other agents and lenders signatory thereto.	Form 8-K filed on June 21, 2011	1-12227	10.1

10.56	Agreement of Purchase and Sale dated May 21, 2012, by and between The Shaw Group Inc. and Technip, S.A.	Form 8-K filed on May 22, 2012	1-12227	2.1

14.01	The Shaw Group Inc. Code of Corporate Conduct dated June 2006	Form 10-K for the fiscal year ended August 31, 2007	1-12227	14.1


14.02	The Shaw Group Inc. Code of Ethics for Chief Executive Officer and Senior Financial Officers (adopted as of December 16, 2003)	Form 10-K for the fiscal year ended August 31, 2007	1-12227	14.2

14.03	The Shaw Group Inc. Insider Trading Policy dated June 2006	Form 10-K for the fiscal year ended August 31, 2007	1-12227	14.3

†21.01	Subsidiaries of The Shaw Group Inc.

†23.01	Consent of KPMG LLP, independent registered public accounting firm of The Shaw Group Inc.

†23.02	Consent of Ernst & Young LLP, independent registered public accounting firm of Toshiba Nuclear Energy Holdings (US), Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd.

†31.01	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

†31.02	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

††32.01	Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

††32.02	Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

§101.INS	XBRL Instance Document.

§101.SCH	XBRL Taxonomy Extension Schema Document.

§101.CAL	XBRL Calculation Linkbase Document.

§101.LAB	XBRL Taxonomy Extension Label Linkbase Document.

§101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

§101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

		THE SHAW GROUP INC.


		/s/ J. M. Bernhard, Jr.
		By: J. M. Bernhard, Jr.
		Chief Executive Officer

Signature	Title	Date

/s/ J. M. Bernhard, Jr.	Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer)	October 19, 2012
J. M. Bernhard, Jr.

/s/ Brian K. Ferraioli	Executive Vice President and Chief Financial Officer (Principal Financial Officer )	October 19, 2012
Brian K. Ferraioli

/s/ Timothy J. Poch é	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	October 19, 2012
Timothy J. Poch é

/s/ Albert D. McAlister	Director	October 19, 2012
Albert D. McAlister

/s/ David W. Hoyle	Director	October 19, 2012
David W. Hoyle

/s/ James F. Barker	Director	October 19, 2012
James F. Barker

/s/ Daniel A. Hoffler	Director	October 19, 2012
Daniel A. Hoffler

/s/ Michael J. Mancuso	Director	October 19, 2012
Michael J. Mancuso

/s/ Thomas E. Capps	Director	October 19, 2012
Thomas E. Capps

/s/ Stephen R. Tritch	Director	October 19, 2012
Stephen R. Tritch

Discount rate for obligations	4.65	%
Discount rate for expense	4.85	%

Health care cost trend rates:
Initial	5.50	%
Ultimate	4.00	%
Year in which ultimate rates are reached	2015
Long-term rate of return on plan assets	7.25	%

	Increase		Decrease
Effect on 2012 total service and interest cost	$	31	$	(26	)
Effect on postretirement benefit obligation as of March 31, 2012		296		(259	)

2013	$	2,732
2014		3,261
2015		3,674
2016		4,012
2017		4,266
2018–2021		23,185

	2012		2011
Current deferred income tax assets:
Decommissioning	$	54,110	$	44,550
Other		33,115		19,535
Compensation and benefits		28,487		31,699
Product warranty		5,276		4,370
Deferred revenue and contract reserves		4,190		4,098
General liability		2,908		3,062
Inventory		1,639		19,889
Net current deferred tax asset	$	129,725	$	127,203