1. The Shaw Group Inc.
FY 2008 Annual Meeting
Wednesday, January 28, 2009
J.M. Bernhard Jr.
Chairman, President & Chief Executive Officer
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2. Forward Looking Statements &
Regulation G Disclosure
This presentation contains forward-looking information and statements within the
meaning of the Private Securities Litigation Act of 1995. The words “believe,” “expect,”
“anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar
expressions are intended to identify forward-looking statements, which are generally not
historical in nature. These forward-looking statements are based on our current
expectations and beliefs concerning future developments and their effect on us.
However, the absence of these words does not mean that the statements are not
forward-looking. Our forward-looking statements involve significant risks and
uncertainties, some of which are beyond our control and actual results may differ
materially from those expressed or implied by forward-looking statements as a result of
many factors or events, including current economic conditions and resulting capital
constraints, as well as the factors we discuss or refer to in the “Risk Factors” section of
our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the Securities and Exchange Commission (SEC)
and on our website under the heading “Forward-Looking Statements.”
This presentation contains non-GAAP measures as defined by the SEC rules and
regulations. A reconciliation of these measures to the most directly comparable GAAP
measures is included in the attached appendix and on our Web site at
54M012008B
www.shawgrp.com in the Investor Relations section under “Regulation G Disclosures.”
2

3. Summary of FY 2008
• Company continued to significantly grow its operations
• Ranked “#1 in Power” by ENR magazine
• Signed first 3 nuclear EPC contracts (one subsequent to fiscal
year end)
• Record financial results: Revenue, EBITDA, Net Income, EPS,
Operating Cash Flow, and Cash Balance
• Received credit rating upgrades from Moody’s and S&P
• Increased credit facility from $850M to $1.05B
54M012008B
• Entering Fiscal 2009 with a strong backlog
3

4. Selected Major Projects Underway In FY 2008
MOX – South Carolina
SHARQ – Saudi Arabia
IHNC Hurricane Protection –
AP1000 Nuclear - China
Louisiana
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Cleco Rodemacher – Louisiana
4

5. FY 2008: Financial Results
Record FY 2008 FY 2007
(in millions, except per As Reported Westinghouse Actuals Actuals
share data) Segment Excluding Excluding
Westinghouse* Westinghouse*
Revenue $ 6,998.0 $ 0.0 $ 6,998.0 $ 5,723.7
Gross Profit 586.0 0.0 586.0 375.4
EBITDA* 316.6 (45.9) 362.5 92.1
Net Income 140.7 (50.7) 191.4 19.4
Diluted EPS 1.67 (0.60) 2.27 0.24
Operating Cash Flow 623.9 (25.9) 649.8 477.4
New Awards 8,282.7 N/A 8,282.7 10,941.1
•• Strong revenue growth continues – led by Fossil & Nuclear, E&C, and F&M
Strong revenue growth continues – led by Fossil & Nuclear, E&C, and F&M
•• Record EBITDA, Net Income, and EPS
Record EBITDA, Net Income, and EPS
•• Record Operating Cash Flow; total cash balance $937M
Record Operating Cash Flow; total cash balance $937M
•• Strong new orders result in a $15.6 billion backlog entering 2009
Strong new orders result in a $15.6 billion backlog entering 2009
02M102007D
*See Appendices for a reconciliation to the corresponding GAAP measure.
5

6. Shaw Experienced Significant EBITDA Growth
In FY 2008
$363
($ in millions)
Increase of nearly 300% year-over-year
Increase of nearly 300% year-over-year
69% compound annual growth over last 4 years
69% compound annual growth over last 4 years
$124
$92
$90
$45
FY 2004 FY 2005 FY 2006 FY 2007 FY 2008
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Note: EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization;
values for FY2007 and FY2008 exclude the Westinghouse segment.
See Appendices for a reconciliation to the corresponding GAAP measure.
6

7. Cash and Debt at End of FY08
Record
937
($ in millions)
Cash
Debt
688
663
482
361
218
178 165
107
86
28 28
17 18 10
13
Q-1 FY07 Q-2 FY07 Q-3 FY07 Q-4 FY07 Q-1 FY08 Q-2 FY08 Q-3 FY08 Q-4 FY08
Operating Cash Flow of $624M for FY 2008
Operating Cash Flow of $624M for FY 2008
02M102007D
Notes:
1. Cash balance represents the sum of cash, cash equivalents and restricted cash.
2. Total debt excludes Japanese Yen-denominated bonds secured by Investment in Westinghouse. See Appendices for a
reconciliation to the corresponding GAAP measure.
7

8. Consolidated Backlog and Backlog Conversion
(as of 8/31/08)
Backlog by Business Segment Expected Backlog Conversion
($ in billions)
Consolidated
Next
Fabrication & Manufacturing
$15.6 13-24 months
12 months
Energy & Chemicals $14.3 27%
$0.8 37%
Environmental & Infrastructure
$0.7 $2.2
$4.2B
Maintenance
$2.6
Fossil & Nuclear
$5.7B
$9.1 $5.1
$5.7B
$2.6
$0.4
$6.7 $1.4
$1.7
$5.8 $1.4
$4.8 $2.8 Greater than
24 months
$6.1
$6.7
$1.3 36%
$3.2
FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008
Backlog excludes majority of domestic nuclear work expected to be performed under signed
Backlog excludes majority of domestic nuclear work expected to be performed under signed
54M012008B
EPC contracts (Georgia Power, SCE&G, and Progress Energy Florida)
EPC contracts (Georgia Power, SCE&G, and Progress Energy Florida)
8

9. Fossil and Nuclear Projects Present
Significant Upside To Backlog At 8/31/2008
Backlog + Projects Where Shaw Has Been Selected But Work Has Not Been Released
$37.6
($ in billions)
Consolidated
Fabrication & Manufacturing • RWE
• Progress
Energy & Chemicals
Energy
Environmental & Infrastructure • SCE&G /
$22.0
Maintenance Santee Cooper
• Southern
Fossil & Nuclear (Georgia
Fossil & Nuclear – selected but Power)
projects not in backlog
$14.3 Total - $15.6
$0.8
$2.2
$9.1
$5.1
$6.7
$5.8
$4.8 $1.4
$6.1
54M012008B
FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008
Full Spectrum of Shaw’s Workload Approaching $40B
Full Spectrum of Shaw’s Workload Approaching $40B
9

10. Shaw Has Created Significant
Long-Term Value For Shareholders
End of FY 2008
SGR vs. S&P 500: Sept. 1, 1999 – Jan. 27, 2009
700%
SGR
600%
SGR up nearly 175% over past 10+ years, even
SGR up nearly 175% over past 10+ years, even
500%
when considering the recent economic
when considering the recent economic
downturn, as compared to the S&P 500, which
downturn, as compared to the S&P 500, which
400%
is down approx. 40% during the same period
is down approx. 40% during the same period
300%
200%
100%
S&P 500
0%
-100%
02M102007D
9/1/99 9/1/00 9/1/01 9/1/02 9/1/03 9/1/04 9/1/05 9/1/06 9/1/07 9/1/08
10

11. FY08 Summary
• 2008 was a strong year for Shaw
with record earnings and cash flow
• Backlog positions us for a stronger
year in 2009
• First EPC Nuclear projects remain
on track
• Our focus on regulated electric
utilities, national and international
oil companies, and the U.S.
Government should continue to
provide us with stability through
these tough economic times
02M102007D
11

12. FY2009 Guidance
Communicated on Q-4 FY08 Earnings Call
Metric Guidance
Revenue $7.1 - $7.3 Billion
Diluted EPS, excluding
$2.50 - $2.70 per share
Westinghouse
Operating Cash Flow $250 - $300 Million
Earnings expected to be driven by projects in
Earnings expected to be driven by projects in
backlog from Fossil & Nuclear, F&M, and E&C.
backlog from Fossil & Nuclear, F&M, and E&C.
Operating Cash Flow expected to be driven
Operating Cash Flow expected to be driven
02M102007D
primarily by Fossil & Nuclear.
primarily by Fossil & Nuclear.
12

14. The Shaw Group Inc.
FY 2008 Annual Meeting
Regulation G Appendices
Wednesday, January 28, 2009
02M102007D

15. Appendix 1: EBITDA Reconciliation
FY 2008
FY 2008
Westinghouse Excluding
(in millions) Consolidated Segment Westinghouse
Net Income (Loss) $ 140.7 $ (50.7) $ 191.4
Interest Expense 46.0 37.4 8.6
Depreciation and Amortization 47.1 - 47.1
Provision for Income Taxes 71.4 (42.2) 113.6
Income Taxes on Unconsolidated Subs 11.4 9.6 1.8
Income Taxes on Discontinued Ops - - -
EBITDA $ 316.6 $ (45.9) $ 362.5
02M102007D
Note: EBITDA is defined as earnings before interest expense, income taxes,
depreciation and amortization. EBITDA is an important financial measure used by The
Shaw Group Inc. to assess performance.
15

16. Appendix 1: EBITDA Reconciliation
FY 2007
FY 2007
Westinghouse Excluding
(in millions) Consolidated Segment Westinghouse
Net Income (Loss) $ (19.0) $ (38.4) $ 19.4
Interest Expense 43.4 30.6 12.8
Depreciation and Amortization 41.3 - 41.3
Provision for Income Taxes 10.7 (26.1) 36.8
Income Taxes on Unconsolidated Subs (16.8) 1.4 (18.2)
Income Taxes on Discontinued Ops - - -
EBITDA $ 59.6 $ (32.5) $ 92.1
02M102007D
Note: EBITDA is defined as earnings before interest expense, income taxes,
depreciation and amortization. EBITDA is an important financial measure used by The
Shaw Group Inc. to assess performance.
16

17. Appendix 1: EBITDA Reconciliation
FY 2004- FY 2006
FY 2004 FY 2005 FY 2006
(in millions)
Net Income (Loss) $ (33) $ 16 $ 50
Interest Expense 38 29 19
Depreciation and Amortization 59 28 35
Provision for Income Taxes (15) 17 18
Income Taxes on Unconsolidated Subs 2
- -
Income Taxes on Discontinued Ops (4) - -
EBITDA $ 45 $ 90 $ 124
02M102007D
Note: EBITDA is defined as earnings before interest expense, income taxes,
depreciation and amortization. EBITDA is an important financial measure used by The
Shaw Group Inc. to assess performance.
17

18. Appendix 2: FY 2008 Reconciliation of
Income excluding Westinghouse
FY 2008
(in millions, except per share data)
Twelve months ended August 31, 2008
Westinghouse Excluding
Consolidated Segment Westinghouse
Revenues $6,998.0 $0.0 $6,998.0
Cost of revenues 6,412.0 0.0 6,412.0
Gross profit 586.0 0.0 586.0
General and administrative expenses 276.3 0.9 275.4
Operating income (loss) 309.7 (0.9) 310.6
Interest expense (8.6) 0.0 (8.6)
Interest expense on JPY-denominated bonds including accretion and amortization (37.4) (37.4) 0.0
Interest income 20.9 0.0 20.9
Foreign currency translation gains (losses) on JPY-denominated bonds, net (69.7) (69.7) 0.0
Other foreign currency transaction gains (losses), net 6.6 0.0 6.6
Other income (expense), net (1.0) 0.1 (1.1)
(89.2) (107.0) 17.8
Income (loss) before income taxes, minority interest, earnings (losses) from
unconsolidated entities (b) 220.5 (107.9) 328.4
Provision (benefit) for income taxes (a) 71.4 (42.2) 113.6
Income (loss) before minority interest and earnings (losses) from unconsolidated entities 149.1 (65.7) 214.8
Minority interest (c) (26.1) 0.0 (26.1)
Income from 20% Investment in Westinghouse, net of income taxes 15.0 15.0 0.0
Earnings (losses) from unconsolidated entities, net of income taxes 2.7 0.0 2.7
Net income (loss) $140.7 ($50.7) $191.4
Net income (loss) per common share:
Basic income (loss) per common share $ 1.71 $ (0.62) $ 2.33
Diluted income (loss) per common share $ 1.67 $ (0.60) $ 2.27
Weighted average shares outstanding:
Basic 82.1 82.1 82.1
Diluted: 84.2 84.2 84.2
02M102007D
Effective tax rate [a/(b+c)] 37% 39% 38%
18 Note: Presents our income statement excluding the Investment in Westinghouse segment

19. Appendix 2: FY 2007 Reconciliation of
Income excluding Westinghouse
(in millions, except per share data) FY 2007
Twelve months ended August 31, 2007
Westinghouse Excluding
Consolidated Segment Westinghouse
Revenues $5,723.7 $0.0 $5,723.7
Cost of revenues 5,348.3 0.0 5,348.3
Gross profit 375.4 0.0 375.4
General and administrative expenses 274.5 2.9 271.6
Operating income (loss) 100.9 (2.9) 103.8
Interest expense (12.8) 0.0 (12.8)
Interest expense on JPY-denominated bonds including accretion and amortization (30.6) (30.6) 0.0
Interest income 13.8 0.0 13.8
Foreign currency translation gains (losses) on JPY-denominated bonds, net (33.2) (33.2) 0.0
Other foreign currency transaction gains (losses), net (5.3) 0.0 (5.3)
Other income (expense), net 0.3 0.0 0.3
(67.8) (63.8) (4.0)
Income (loss) before income taxes, minority interest, earnings (losses) from
unconsolidated entities and loss from and impairment of discontinued operations (b) 33.1 (66.7) 99.8
Provision (benefit) for income taxes (a) 10.7 (26.1) 36.8
Income (loss) before minority interest and earnings (losses) from unconsolidated entities 22.4 (40.6) 63.0
Minority interest (c) (17.7) 0.0 (17.7)
Income from 20% Investment in Westinghouse, net of income taxes 2.2 2.2 0.0
Earnings (losses) from unconsolidated entities, net of income taxes (25.9) 0.0 (25.9)
Net income (loss) ($19.0) ($38.4) $19.4
Net income (loss) per common share:
Basic income (loss) per common share $ (0.24) $ (0.48) $ 0.24
Diluted income (loss) per common share $ (0.24) $ (0.48) $ 0.24
Weighted average shares outstanding:
Basic 79.9 79.9 79.9
Diluted: 79.9 79.9 81.8
02M102007D
Effective tax rate [a/(b+c)] 70% 39% 45%
19 Note: Presents our income statement excluding the Investment in Westinghouse segment

20. Appendix 3: Total Debt Reconciliation
Restated Restated Restated Restated Restated
(in millions) Q4 FY 2008 Q3 FY 2008 Q2 FY 2008 Q1 FY 2008 Q4 FY 2007 Q3 FY 2007 Q2 FY 2007 Q1 FY 2007
Financed Insurance Premiums $0.0 $2.4 $7.4 $11.1 $0.0 $3.1 $6.6 $10.4
Current maturities of long-term debt 4.5 4.4 2.7 4.6 5.4 8.8 9.1 9.5
Short-term revolving line of credit 0.0 0.0 1.0 2.3 0.2 2.8 2.7 2.5
Current portion of obligations under capital leases 1.5 1.8 1.9 2.2 2.1 2.2 2.2 1.8
Short-term debt and current maturities of long-term debt 6.0 8.6 13.0 20.2 7.7 16.9 20.6 24.2
Revolving line of credit 0.0 0.0 0.0 0.0 0.0 0.0 39.0 53.0
Long-term debt, less current maturities 3.3 3.5 3.8 6.6 7.5 8.6 23.8 26.7
Obligations under capital leases, less current portion 0.3 0.4 0.8 1.3 1.8 2.2 2.8 3.0
Long-term debt, less current maturities 3.6 3.9 4.6 7.9 9.3 10.8 65.6 82.7
Japanese Yen-denominated long-term bonds secured by
Investment in Westinghouse, net 1,162.0 1,197.1 1,187.8 1,145.6 1,087.4 1,033.9 1,048.3 1,080.6
Total Debt $1,171.6 $1,209.5 $1,205.4 $1,173.7 $1,104.4 $1,061.6 $1,134.5 $1,187.5
Less: Westinghouse Debt 1,162.0 1,197.1 1,187.8 1,145.6 1,087.4 1,033.9 1,048.3 1,080.6
Total Debt, excluding Westinghouse $9.6 $12.5 $17.6 $28.1 $17.0 $27.7 $86.2 $106.9
02M102007D
Note: To show our total debt excluding the Japanese Yen-denominated bonds
20