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Accounting Policies, by Policy (Policies)
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3 Months Ended | ||||||||||||||||||||||
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Nov. 30, 2012
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| Basis of Accounting, Policy [Policy Text Block] | 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 7 —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
financial statements as of November 30, 2012 and for the
three month periods ended November 30, 2012 and 2011, are
unaudited. The consolidated balance sheet as of August 31,
2012, was derived from the audited balance sheet filed in our
Annual Report on Form 10-K for the fiscal year ended August
31, 2012 (2012 Form 10-K). In management’s opinion, all
adjustments necessary for a fair presentation of the
Company’s consolidated financial statements for the
interim and prior period results have been made. These
consolidated financial statements should be read in
conjunction with the consolidated financial statements and
the related notes included in our 2012 Form 10-K.
The
unaudited interim consolidated financial statements were
prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information
and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP)
have been condensed or omitted pursuant to such rules and
regulations, although management believes that the
disclosures are adequate to make the information presented
not misleading. The preparation of these Consolidated
Financial Statements in conformity with GAAP 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:
Actual
results could differ materially from those estimates, and the
foregoing interim results are not necessarily indicative of
results for any other interim period or for the full fiscal
year ending August 31, 2013.
The
length of our contracts varies but is typically longer than
one year in duration. Consistent with industry practice,
assets and liabilities are 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.
On
August 31, 2012, we completed our divestiture of
substantially all of the business of the E&C segment to
Technip S.A. (the “E&C Sale”). The financial
statements for the three month period ended November 30, 2011
include operations that were sold in the E&C Sale,
whereas the financial statements as of and for the three
month period ended November 30, 2012 and the consolidated
balance sheet as of August 31, 2012 do not include these sold
operations. |
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| Cash and Cash Equivalents, Policy [Policy Text Block] | Cash
and Cash Equivalents
We
consider all highly liquid investments with original
maturities of three months or less to be cash
equivalents. |
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| Marketable Securities, Policy [Policy Text Block] | 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. |
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| New Accounting Pronouncements, Policy [Policy Text Block] | Recently
Adopted Accounting Pronouncement
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 also
required an entity to present on the face of the financial
statements reclassification adjustments for items that are
reclassified from other comprehensive income to net income in
the statement(s) where the components of net income and the
components of other comprehensive income are presented.
However, in December 2011, the FASB issued ASU 2011-12
– Comprehensive Income (Topic 220): Deferral of the
Effective Date for Amendments to the Presentation of
Reclassifications of Items Out of Accumulated Other
Comprehensive Income in Accounting Standards Update No.
2011-05, which effectively deferred the ASU 2011-05
requirements related to the presentation of reclassification
adjustments. We adopted ASU 2011-05 and ASU 2011-12 effective
September 1, 2012. The adoption of ASU 2011-05 and ASU
2011-12 did not have an 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. We adopted ASU 2011-08 effective September 1, 2012.
The adoption of ASU 2011-08 did not have an impact on our
consolidated financial statements.
In
July 2012, the FASB issued ASU 2012-02 – Intangibles
– Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment. ASU
2012-02 provides an entity the option to first assess
qualitative factors to determine whether the existence of
events and circumstances indicates that it is more likely
than not that the indefinite-lived intangible asset is
impaired. If, after assessing the totality of events and
circumstances, an entity concludes that it is not more likely
than not that the indefinite-lived intangible asset is
impaired, then the entity is not required to take further
action. If an entity concludes otherwise, then it is required
to determine the fair value of the indefinite-lived
intangible asset and perform the quantitative impairment test
by comparing the fair value with the carrying amount in
accordance with Subtopic 350-30. We adopted ASU 2012-02
effective September 1, 2012. The adoption of ASU 2012-02 did
not have a material impact on our consolidated financial
statements. |
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| Business Combinations Policy [Policy Text Block] | Proposed
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 $3.3
billion based on the trading price of CB&I common stock
as of December 20, 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.
We
currently expect to complete the Transaction during the first
quarter of calendar 2013. The CB&I shareholders approved
the Transaction on December 18, 2012 and our shareholders
approved the Transaction on December 21, 2012. The
Transaction is also subject to a pending regulatory
approval.
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 ( “Company EBITDA” as
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 (“Net Indebtedness for
Borrowed Money” as defined in the Transaction
Agreement) not exceeding $100 million as of the closing date
of the Transaction.
Following
our announcement of the signed Transaction Agreement, several
shareholders filed purported class action lawsuits against
Shaw, its directors, CB&I, and in some cases, against
CB&I’s acquisition subsidiary. See Note 12 –
Contingencies and Commitments for additional
information. |