Shaw (SHAW) 8-K Shaw Reports Second Quarter Fiscal Year 2010 Financial Results

Exhibit 99.1

	FOR IMMEDIATE RELEASE
	Financial Contact:
	Chris Sammons, 225-932-2546 chris.sammons@shawgrp.com
	Media Contact:
	Gentry Brann, 225-987-7372 gentry.brann@shawgrp.com

Shaw Reports Second Quarter Fiscal Year 2010 Financial Results

• Record cash balance of $1.7 billion

BATON ROUGE, La., April 7, 2010— The Shaw Group Inc. (NYSE: SHAW) today reported quarterly net income attributable to Shaw, excluding the Westinghouse segment, of $42.3 million, or $0.49 per diluted share for the three months ended Feb. 28, 2010. Results including the Westinghouse segment were $63.7 million, or $0.74 per diluted share, which includes a non-operating, non-cash foreign exchange translation gain of $39.4 million pre-tax, or $24.2 million after-tax.

In comparison, net income attributable to Shaw, excluding the Westinghouse segment, for the second quarter of fiscal year 2009 was $18.9 million, or $0.22 per diluted share, and including the Westinghouse segment was $36.3 million, or $0.43 per diluted share.

Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) for the second quarter of fiscal year 2010 were $85.9 million excluding the Westinghouse segment and $129.8 million including the Westinghouse segment. These amounts compare to EBITDA for the second quarter of fiscal year 2009 of $49.0 million excluding the Westinghouse segment and $79.7 million including the Westinghouse segment.

Revenues during the three months ended Feb. 28, 2010, were $1.6 billion compared to $1.7 billion in the prior year period.

New awards for the quarter totaled $0.9 billion. The company’s backlog of unfilled orders at Feb. 28, 2010, was $21.3 billion compared to $19.0 billion for the second quarter of fiscal year 2009. Approximately $5.5 billion of the current backlog is expected to be converted to revenues during the next 12 months.

Net cash provided by operating activities totaled $106.8 million during the second quarter of fiscal year 2010 compared to net cash provided by operating activities of $118.0 million in the second quarter of fiscal year 2009. Shaw’s total cash at Feb. 28, 2010, was a record $1.7 billion, up from $1.6 billion at Nov. 30, 2009.

“Shaw’s second quarter produced solid results and operating income driven by strong execution in our Energy & Chemicals and Environmental & Infrastructure segments,” said J.M. Bernhard Jr., chairman, president and chief executive officer of Shaw. “We are seeing a continued increase in market activity from the federal government where we are well positioned to compete for many large opportunities. Additionally, we are making significant progress on our nuclear power projects in Georgia and South Carolina and expect to see increased contribution from these projects moving forward.”

Guidance for fiscal year 2010 remains unchanged as follows:

• Revenue: approximately $7 billion

• Diluted earnings per share, excluding Westinghouse: $2.10 - $2.20 per share

• Operating cash flow: approximately $375 million

Shaw currently is evaluating up to $150 million in cash disbursements during fiscal year 2010 related to a voluntary early procurement program that is intended to capture pricing discounts and/or pricing certainty from vendors.

Conference Call

A conference call to discuss the company’s financial results will be held today, Wednesday, April 7, at 5 p.m. Eastern time (4 p.m. Central time). A slide presentation will be posted on the Investor Relations page of Shaw’s Web site at www.shawgrp.com approximately one hour prior to the conference call. Interested parties may dial 1-800-471-6718 to listen live to the conference call or access a live audio webcast on the Investor Relations page of Shaw’s Web site at www.shawgrp.com.

A replay of the conference call will be available by telephone, as well as on the company’s Web site, approximately one hour after the conclusion of the call. To listen to a replay of the conference call by telephone, dial 1-888-843-8996 and use pass code 26638144#.

Investment in Westinghouse

The Shaw Group Inc. uses financial results excluding the Westinghouse segment as the preferred measurement of financial performance in communications to investors, as well as internally for budgeting, forecasting, setting incentive compensation targets and reporting results to management and the board of directors. Shaw management believes financial results excluding the Westinghouse segment provide the most meaningful depiction of the company’s financial status, as the Westinghouse segment includes the impact of foreign exchange translation gains/losses that result solely from changes in the U.S. dollar/Japanese yen exchange rates used to translate limited recourse Japanese yen-denominated debt to U.S. dollars for financial reporting purposes.

Calculation of EBITDA

The Shaw Group Inc. defines EBITDA as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by Shaw to assess performance. Although it is calculated using components derived from our financial statements prepared under generally accepted accounting principles (GAAP), EBITDA itself is not a GAAP measure. A table reconciling EBITDA to its most directly comparable GAAP measure is included in the summarized financial information within this release. Calculations of EBITDA should not be viewed as a substitute for calculations under GAAP, including net cash provided by operations, operating income and net income. In addition, EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company.

Calculation of Cash

The Shaw Group Inc. defines cash as the sum of cash and cash equivalents, restricted and escrowed cash and cash equivalents, short-term investments and restricted short-term investments.

The Shaw Group Inc. (NYSE:SHAW) is a leading global provider of engineering, construction, technology, fabrication, remediation and support services for clients in the energy, chemicals, environmental, infrastructure and emergency response industries. A Fortune 500 company with fiscal year 2009 annual revenues of $7.3 billion, Shaw has approximately 28,000 employees around the world. For more information, please visit Shaw’s Web site at www.shawgrp.com.

# # #

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained herein that are not historical facts (including without limitation statements to the effect that the Company or its management “believes,” “expects,” “anticipates,” “plans” or other similar expressions) and statements related to revenues, earnings, backlog or other financial information or results are forward-looking statements based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions and are subject to change based upon various factors. Should one or more of such risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A description of some of the risks and uncertainties that could cause actual results to differ materially from such forward-looking statements can be found in the Company’s reports and registration statements filed with the Securities and Exchange Commission, including its Form 10-K and Form 10-Q reports, and on the Company’s Web site under the heading “Forward-Looking Statements.” These documents are also available from the Securities and Exchange Commission or from the Investor Relations department of Shaw. For more information on the company and announcements it makes from time to time on a regional basis, visit our Web site at www.shawgrp.com.

THE SHAW GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2010 AND 2009
(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	2010			2009			2010			2009
Revenues	$	1,624,259		$	1,667,517		$	3,482,775		$	3,567,950
Cost of revenues		1,479,119			1,565,159			3,182,898			3,277,499
Gross profit		145,140			102,358			299,877			290,451
Selling, general and administrative expenses		72,319			70,405			148,097			143,511
Operating income		72,821			31,953			151,780			146,940
Interest expense		(1,820	)		(1,102	)		(2,800	)		(2,847	)
Interest expense on Japanese yen-denominated bonds including accretion and amortization		(9,276	)		(10,858	)		(18,633	)		(20,720	)
Interest income		3,455			2,318			5,414			6,241
Foreign currency translation gains (losses) on Japanese yen-denominated bonds, net		39,388			30,941			(62,952	)		(130,261	)
Other foreign currency transaction gains, net		2,560			3,052			2,143			653
Other income (expense), net		(2,294	)		(885	)		2,752			(2,746	)
Income (loss) before income taxes and earnings from unconsolidated entities		104,834			55,419			77,704			(2,740	)
Provision (benefit) for income taxes		37,882			22,678			26,731			(20	)
Income (loss) before earnings from unconsolidated entities		66,952			32,741			50,973			(2,720	)
Income from 20% Investment in Westinghouse, net of income taxes		2,826			5,455			2,458			6,998
Earnings from unconsolidated entities, net of income taxes		430			471			638			332
Net income	$	70,208		$	38,667		$	54,069		$	4,610
Noncontrolling interests in income of consolidated subsidiaries, net of tax		6,482			2,332			10,828			8,192
Net income (loss) attributable to Shaw	$	63,726		$	36,335		$	43,241		$	(3,582	)
Net income (loss) attributable to Shaw per common share:
Basic	$	0.76		$	0.44		$	0.52		$	(0.04	)
Diluted	$	0.74		$	0.43		$	0.51		$	(0.04	)
Weighted average shares outstanding:
Basic		83,915			83,255			83,668			83,179
Diluted		85,636			84,138			85,448			83,179

THE SHAW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF FEBRUARY 28, 2010 AND AUGUST 31, 2009
(in thousands, except per share amounts)

	February 28, 2010
	(Unaudited)			August 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	585,634		$	1,029,138
Restricted and escrowed cash and cash equivalents		46,769			81,925
Short-term investments		768,749			342,219
Restricted short-term investments		251,400			80,000
Accounts receivable, net		751,147			815,862
Inventories		253,932			262,284
Costs and estimated earnings in excess of billings on uncompleted contracts, including claims		628,031			599,741
Deferred income taxes		289,238			270,851
Investment in Westinghouse		977,916			1,008,442
Prepaid expenses and other current assets		65,308			62,786
Total current assets		4,618,124			4,553,248
Investments in and advances to unconsolidated entities, joint ventures and limited partnerships		15,540			21,295
Property and equipment, net of accumulated depreciation of $267,110 and $250,796, respectively		442,221			385,606
Goodwill		499,899			501,305
Intangible assets		19,499			20,957
Deferred income taxes		14,283			—
Other assets		99,351			74,763
Total assets	$	5,708,917		$	5,557,174
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	794,099		$	859,753
Accrued salaries, wages and benefits		121,908			175,750
Other accrued liabilities		184,325			187,020
Advanced billings and billings in excess of costs and estimated earnings on uncompleted contracts		1,456,290			1,308,325
Japanese yen-denominated bonds secured by Investment in Westinghouse		1,451,025			1,387,954
Interest rate swap contract on Japanese yen-denominated bonds		33,279			31,369
Short-term debt and current maturities of long-term debt		14,031			15,399
Total current liabilities		4,054,957			3,965,570
Long-term debt, less current maturities		1,252			7,627
Deferred income taxes		49,364			26,152
Other liabilities		91,502			109,835
Total liabilities		4,197,075			4,109,184
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; 90,069,928 and 89,316,057 shares issued, respectively; and 84,315,863 and 83,606,808 shares outstanding, respectively		1,254,486			1,237,727
Retained earnings		466,892			423,651
Accumulated other comprehensive loss		(129,438	)		(121,966	)
Treasury stock, 5,754,065 shares and 5,709,249 shares, respectively		(117,389	)		(116,113	)
Total Shaw shareholders’ equity		1,474,551			1,423,299
Noncontrolling interests		37,291			24,691
Total equity		1,511,842			1,447,990
Total liabilities and equity	$	5,708,917		$	5,557,174

THE SHAW GROUP INC. AND SUBSIDIARIES
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2010 AND 2009
REVENUES BY GEOGRAPHY
(in millions)

	Three Months Ended								Six Months Ended
	2010				2009				2010				2009
	(in millions)		%		(in millions)		%		(in millions)		%		(in millions)		%
United States	$	1,263.4		78	$	1,290.3		78	$	2,718.8		78	$	2,815.4		80
Asia/Pacific Rim		251.5		16		193.7		12		520.4		15		398.5		11
Middle East		70.3		4		122.4		7		163.1		5		229.5		6
Canada		3.6		—		6.4		—		7.2		—		12.3		—
Europe		11.8		1		31.9		2		36.9		1		67.1		2
South America and Mexico		3.0		—		15.0		1		6.6		—		31.6		1
Other		20.7		1		7.8		—		29.8		1		13.6		—
Total revenues	$	1,624.3		100	$	1,667.5		100	$	3,482.8		100	$	3,568.0		100

BACKLOG BY SEGMENT
(in millions)

	February 28, 2010		%			August 31, 2009		%
Fossil, Renewables & Nuclear	$	11,948.5		56		$	12,795.1		56
Maintenance		1,620.1		8			1,808.1		8
E&I		5,274.5		25			5,439.0		24
E&C		927.9		4			1,298.6		6
F&M		1,498.1		7			1,374.8		6
Total backlog	$	21,269.1		100	%	$	22,715.6		100	%

REVENUES AND GROSS PROFIT BY SEGMENT
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2010 AND 2009
(In millions, except percentages)

	Three Months Ended						Six Months Ended
	2010			2009			2010			2009
Revenues:
Fossil, Renewables & Nuclear	$	551.6		$	552.0		$	1,131.2		$	1,228.6
Maintenance		177.2			172.7			470.6			506.8
E&I		488.3			449.9			1,016.5			851.3
E&C		287.2			331.2			626.5			653.0
F&M		120.0			161.2			237.9			325.9
Corporate		—			0.5			0.1			2.4
Total revenues	$	1,624.3		$	1,667.5		$	3,482.8		$	3,568.0
Gross profit:
Fossil, Renewables & Nuclear	$	18.7		$	(31.1	)	$	51.7		$	20.7
Maintenance		8.4			(1.5	)		28.6			10.2
E&I		45.3			40.3			92.8			74.8
E&C		46.8			60.6			81.2			113.1
F&M		24.1			33.7			44.7			69.3
Corporate		1.8			0.4			0.9			2.4
Total gross profit	$	145.1		$	102.4		$	299.9		$	290.5
Gross profit percentage:
Fossil, Renewables & Nuclear		3.4	%		(5.6	)%		4.6	%		1.7	%
Maintenance		4.7			(0.9	)		6.1			2.0
E&I		9.3			9.0			9.1			8.8
E&C		16.3			18.3			13.0			17.3
F&M		20.1			20.9			18.8			21.3
Corporate	NM			NM			NM			NM
Total gross profit percentage		8.9	%		6.1	%		8.6	%		8.1	%

NM — Not Meaningful

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

THE SHAW GROUP INC.
RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING INVESTMENT IN WESTINGHOUSE SEGMENT
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
(in millions, except per share data)

	Q-2 FY 2010
	Quarter ended February 28, 2010
				Westinghouse			Excluding
	Consolidated			Segment			Westinghouse
Revenues	$	1,624.3		$	—		$	1,624.3
Cost of revenues		1,479.2			—			1,479.2
Gross profit		145.1			—			145.1
Selling, general and administrative expenses		72.3			—			72.3
Operating income		72.8			—			72.8
Interest expense		(1.8	)		—			(1.8	)
Interest expense on Japanese yen-denominated bonds, including accretion and amortization		(9.3	)		(9.3	)		—
Interest income		3.5			—			3.5
Foreign currency translation gains on Japanese yen-denominated bonds, net		39.4			39.4			—
Other foreign currency transaction gains, net		2.6			—			2.6
Other income (expense), net		(2.3	)		—			(2.3	)
		32.1			30.1			2.0
Income before income taxes and earnings from unconsolidated entities		104.9			30.1			74.8
Provision for income taxes		37.9			11.5			26.4
Income before earnings from unconsolidated entities		67.0			18.6			48.4
Income from 20% Investment in Westinghouse, net of income taxes		2.8			2.8			—
Earnings from unconsolidated entities, net of income taxes		0.4			—			0.4
Net income		70.2			21.4			48.8
Noncontrolling interests in income of consolidated subsidiaries, net of tax		(6.5	)		—			(6.5	)
Net income attributable to Shaw	$	63.7		$	21.4		$	42.3
Net income attributable to Shaw per common share:
Basic	$	0.76		$	0.26		$	0.50
Diluted	$	0.74		$	0.25		$	0.49
Weighted average shares outstanding:
Basic		83.9			83.9			83.9
Diluted		85.6			85.6			85.6

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

THE SHAW GROUP INC.
RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING INVESTMENT IN WESTINGHOUSE SEGMENT
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2009

	Q-2 FY 2009
	Quarter ended February 28, 2009
				Westinghouse			Excluding
(in millions, except per share data)	Consolidated			Segment			Westinghouse
Revenues	$	1,667.5			—		$	1,667.5
Cost of revenues		1,565.1			—			1,565.1
Gross profit		102.4			—			102.4
Selling, general and administrative expenses		70.4			—			70.4
Operating income		32.0			—			32.0
Interest expense		(1.1	)		—			(1.1	)
Interest expense on Japanese yen-denominated bonds, including accretion and amortization		(10.9	)		(10.9	)		—
Interest income		2.3			—			2.3
Foreign currency translation gains on Japanese yen-denominated bonds, net		30.9			30.9			—
Other foreign currency transaction gains, net		3.1			—			3.1
Other income (expense), net		(0.9	)		—			(0.9	)
		23.4			20.0			3.4
Income before income taxes and earnings from unconsolidated entities		55.4			20.0			35.4
Provision for income taxes		22.7			8.1			14.6
Income before earnings from unconsolidated entities		32.7			11.9			20.8
Income from 20% Investment in Westinghouse, net of income taxes		5.5			5.5			—
Earnings from unconsolidated entities, net of income taxes		0.4			—			0.4
Net income		38.6			17.4			21.2
Noncontrolling interests in income of consolidated subsidiaries, net of tax		(2.3	)		—			(2.3	)
Net income attributable to Shaw	$	36.3		$	17.4		$	18.9
Net income attributable to Shaw per common share:
Basic	$	0.44		$	0.21		$	0.23
Diluted	$	0.43		$	0.21		$	0.22
Weighted average shares outstanding:
Basic		83.3			83.3			83.3
Diluted		84.1			84.1			84.1

The Shaw Group Inc. defines EBITDA as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by The Shaw Group Inc. to assess performance. Although it is calculated using components derived from our GAAP financial statements, EBITDA itself is not a GAAP measure. The following tables reflect the company’s calculation of EBITDA. Calculations of EBITDA should not be viewed as a substitute for calculations under GAAP, including cash flow from operations, operating income and net income. In addition, EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company.

RECONCILIATION OF EBITDA CALCULATION FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010

	Q-2 FY 2010
			Westinghouse		Excluding
(in millions)	Consolidated		Segment		Westinghouse
Net income attributable to Shaw	$	63.7	$	21.4	$	42.3
Interest expense		11.1		9.3		1.8
Depreciation and amortization		15.0		—		15.0
Provision for income taxes		37.9		11.5		26.4
Income taxes on unconsolidated subs		2.1		1.7		0.4
EBITDA	$	129.8	$	43.9	$	85.9

RECONCILIATION OF EBITDA CALCULATION FOR THE THREE MONTHS ENDED FEBRUARY 28, 2009

	Q-2 FY 2009
				Westinghouse			Excluding
(in millions)	Consolidated			Segment			Westinghouse
Net income attributable to Shaw	$	36.3		$	17.4		$	18.9
Interest expense		12.0			10.9			1.1
Depreciation and amortization		14.1			—			14.1
Provision for income taxes		22.7			8.1			14.6
Income taxes on unconsolidated subs		(5.4	)		(5.7	)		0.3
EBITDA	$	79.7		$	30.7		$	49.0