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SGR > SEC Filings for SGR > Form 10-Q on 10-Jul-2009All Recent SEC Filings

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Form 10-Q for SHAW GROUP INC


10-Jul-2009

Quarterly Report


ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discusses our financial position at May 31, 2009, and the results of our operations for the three and nine months ended May 31, 2009, and should be read in conjunction with: (1) the unaudited consolidated financial statements and notes contained herein, and (2) the consolidated financial statements and accompanying notes to our 2008 Form 10-K. General Overview
We are a leading global provider of technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management services. We provide our services to government and private sector clients in the energy, chemicals, environmental, infrastructure and emergency response markets. Some of our clients include regulated electric utilities, independent and merchant power producers, multi-national oil companies and industrial corporations, government agencies and equipment manufacturers. Through organic growth and a series of strategic acquisitions, we have significantly expanded and diversified our expertise and service portfolio.
Currently, we are organized under the following reportable segments:
• Fossil & Nuclear;

• Environmental & Infrastructure (E&I);


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• Energy & Chemicals (E&C);

• Maintenance;

• Fabrication & Manufacturing (F&M);

• Investment in Westinghouse; and

• Corporate.

Fossil & Nuclear Segment
Our Fossil & Nuclear 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.
Nuclear. We provide engineering, procurement and construction (EPC) services that support the U.S. and international markets with the AP1000 Westinghouse units for the nuclear power industry. Recognized in the nuclear power industry for improving the efficiency, output and reliability of existing domestic plants (also known as uprates), we have added more than 2,250 megawatts (MW) of new nuclear generation to the electric power transmission grid in the U.S. since 1984. In addition, we currently serve as architect-engineer for the National Enrichment Facility and provide engineering services in support of new nuclear units in South Korea and the People's Republic of China. We have been awarded four AP1000 nuclear units in China and EPC contracts for six domestic AP1000 units, two each, for Georgia Power, South Carolina Electric & Gas and Progress Energy. We anticipate long-term growth in the global nuclear power sector, driven in large part by the U.S., United Kingdom, China, India, Brazil, and Canada. Our support of existing U.S. utilities, combined with our 20% equity investment in Westinghouse, is expected to result in increased levels of activity in this sector for us. Safe and reliable operation of existing plants, concerns about carbon emissions and climate change and incentives under the Energy Policy Act of 2005 have prompted significant interest in new nuclear construction in the U.S. According to the Nuclear Energy Institute and the Nuclear Regulatory Commission, in the U.S. there are plans for at least 31 new units under development as of May 2009, with the Westinghouse AP1000 design being considered for at least 14 of them. While it is unclear what impact current economic conditions might have on the timing or financing of such projects, we expect that our existing base of nuclear services work, combined with our collaboration with Westinghouse and Toshiba on new plant work, should position us to capitalize on the long-term growth within this industry.
Please read our disclosures under "Liquidity" later in this report with respect to the circumstances in which our ownership in Westinghouse may be purchased by Toshiba. Information may also be found in Notes 5 and 7 of our financial statements included in this report.
Clean Coal-Fired Generation. During periods of wide fluctuations in oil and natural gas prices, electric power companies in the U.S. typically pursue construction of new coal-fired power plants utilizing advanced combustion and emission control technologies. Coal-fired capacity is capital intensive to build but has relatively lower operating costs when compared to other fossil fuels. We recognize that future regulations targeting carbon emissions as well as current market conditions are likely to slow future development of coal and other solid fuel-fired power plants. Nevertheless, we believe we are well positioned to capture a significant market share of future coal-fired power plants as they develop either domestically or internationally.
Air Quality Control (AQC). Our AQC business includes domestic and selected international markets for flue gas desulfurization (FGD) retrofits, installation of mercury emission controls, projects related to controlling fine particle pollution, carbon capture and selective catalytic reduction (SCR) processes used at existing coal-fired power plants. We believe that we are the market leader for EPC FGD projects.
Federal and State environmental regulations and related air quality concerns have increased the need to retrofit existing coal-fired power plants with modern pollution control equipment. On July 11, 2008, the D.C. Circuit Court of Appeals (the Court) vacated the Clean Air Interstate Rule (CAIR) in its entirety in its decision North Carolina v. EPA (Case No. 05-1244). On December 23, 2008, in response to a petition filed by the Environmental Protection Agency (EPA), the Court reversed its decision to vacate CAIR until a new rule is established. The immediate effect of this action on the AQC market is positive because it provides some temporary stability. While new emissions legislation remains undecided, indications point toward increasingly stringent legislation, which is expected to have a positive effect on future demand for AQC services.


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There is also a market for installation of mercury emission controls at existing coal-fired power plants. We have several EPC projects in execution that were partially or fully driven by mercury control requirements. We believe the domestic market for these services could increase in the future as more states establish new rules or as federal regulations become more stringent.
The market for the selective catalytic reduction (SCR) process to reduce nitrogen oxides continues to be fairly active, and we expect to continue executing and pursuing SCR and particulate control work both domestically and in select international markets.
Gas-Fired Generation. We continue to observe renewed interest in gas-fired generation as electric utilities and independent power producers look to diversify their generation options and take advantage of reduced natural gas prices. Recent initiatives in many states to reduce emissions of carbon dioxide and other "greenhouse gases," and utilities' desire to fill demand for additional power prior to new nuclear power plants being completed, are also stimulating renewed demand for gas-fired power plants. Gas-fired plants are less expensive to construct than coal-fired and nuclear plants but tend to have comparatively higher and potentially more volatile operating costs. While it is unclear what the impact of current economic conditions might have on the timing or financing of such projects, we expect that gas-fired power plants will continue to be an important component of long-term power generation development in the U.S. and internationally, and we believe our capabilities and expertise position us well to capitalize on opportunities in this market.
Renewable Energy. We are also actively pursuing projects using a variety of renewable energy technologies, including geothermal, biomass and concentrating solar, both domestically and internationally. E&I Segment
The E&I segment provides integrated engineering, design and construction, regulatory, scientific and program management services for government and private-sector clients worldwide. E&I also designs and executes remediation solutions including the identification of contaminants in soil, air and water. Our team of professionals is strategically located throughout the U.S. and abroad to provide innovative solutions to complex environmental and infrastructure challenges. We also provide project and facilities management and related logistics support for non-environmental construction, emergency response and watershed restoration. Infrastructure services include program management, construction management and operations and maintenance (O&M) solutions to support and enhance domestic and global land, water and air transportation systems. We believe we are well positioned to capture opportunities generated by the American Recovery and Reinvestment Act (ARRA) recently passed by the U.S. Congress.
Federal Markets. Our core services include design and construction, environmental restoration, regulatory compliance, facilities management and emergency response services to U.S. government agencies, such as the Department of Energy (DOE), the U.S. Army Corps of Engineers (USACE), the Department of Defense (DOD), the EPA and the Federal Emergency Management Agency (FEMA). Environmental restoration activities are centered on engineering and construction services to support customer compliance with the requirements of the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act. Additionally, we provide regulatory compliance support for the requirements of the Clean Water Act, Clean Air Act and Toxic Substances Control Act. For the DOE, we are currently working at several former nuclear weapons sites including Savannah River, South Carolina, where we are executing the mixed oxide project (MOX), providing engineering, construction and construction management services for a facility that will produce fuel rods for nuclear power plants. The E&I segment also has contracts with the DOE to develop the Next Generation Nuclear Plant and the Global Nuclear Energy Program as a conceptual design engineering service provider.
For the DOD, we continue to execute design-build efforts associated with the Inner Harbor Navigation Canal Hurricane Protection project in Louisiana, and we are involved in projects at several Superfund sites and Formerly Utilized Sites Remedial Action Program (FUSRAP) sites managed by the USACE. For the U.S. Army, we are working on the Army's chemical demilitarization program at several sites.
Our Mission Support and Facilities Management business provides integrated planning and O&M services to federal customers. These services traditionally include operating logistics facilities and equipment, providing public works maintenance services, operating large utilities systems, managing engineering organizations, supervising construction and maintaining public safety services, including police, fire and emergency services. Our customers include the DOE, the National Aeronautics and Space Administration, the U.S. Army and the U.S. Navy.
We foresee that a significant portion of future DOD and DOE environmental expenditures will continue to be directed to cleaning up domestic and international military bases and to restoring former nuclear weapons facilities. The DOD has determined that there is a need to ensure that the hazardous wastes present at these sites, often located near population centers, do not pose a threat to the surrounding population. We believe that we are well-positioned to assist the DOD with decontamination and remediation activities at


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these sites. We are pursuing opportunities to expand funding under current DOD contracts, where ARRA funding will be dedicated to shovel-ready projects. Similarly, the DOE has long recognized the need to stabilize and safely store nuclear weapons materials and to remediate areas contaminated with hazardous and radioactive waste, and we believe that we are well positioned to assist DOE with these efforts and to capitalize on current opportunities resulting from ARRA funding. ARRA funds have already been earmarked for work at several project sites currently under contract with the DOE and we are focused on other significant proposals for DOE projects to be funded by ARRA appropriations.
Commercial, State and Local Markets. Our core services to these markets include environmental consulting, engineering, construction management and O&M services to private-sector and state and local government customers. Full service environmental capabilities include site selection, permitting, design-build, decontamination, demolition, remediation and redevelopment. We provide complete life cycle solid waste management services with capabilities that range from site investigation through landfill design and construction to post-closure O&M or site redevelopment. We also provide sustainability services on a national basis. We assist commercial clients in defining what sustainability means to them and in designing and developing operational concepts to integrate sustainability into their businesses.
Coastal and Natural Resource Restoration. We have performed wetland construction, mitigation, restoration and related work in the Everglades, the Chesapeake Bay area and other areas throughout the U.S. New opportunities for these types of services are present in both the governmental and commercial markets. The Coastal Wetlands Planning Protection and Restoration Act provides federal funds to conserve, restore and create coastal wetlands and barrier islands, and we believe our E&I segment is positioned to participate in wetlands and coastal restoration work in Louisiana and other locations throughout the U.S.
Transportation and General Infrastructure. We believe opportunities for our infrastructure-related services will continue with our state and local clients, stimulated by the need for restoration of aging transportation, water, wastewater and other infrastructure systems and by funding available to state and local jurisdictions as a result of ARRA funding. By leveraging our capabilities across several business segments, we believe that we can participate in large scale and localized infrastructure projects by partnering with government agencies and with private entities for design and build services to meet our clients' needs arising from aging infrastructure, congestion and expansion requirements.
Ports and Marine Facilities. We continue to pursue opportunities in maritime engineering and design services, including navigation, sediment management, port and waterway development, coastal engineering, environmental services, shoreline protection and marine security capabilities. Our portfolio includes capabilities for services to government and commercial port and marine facility clients offering a full range of infrastructure planning services, design, engineering and project management services to our domestic and international maritime clients.
E&C Segment
Our E&C segment provides a range of project related services, including design, engineering, construction, procurement, technology and consulting services, primarily to the oil and gas, refinery, petrochemical and chemical industries. Volatility to our business is possible in the short-to-medium term as a result of the global economic downturn. To the extent our clients' markets are impacted by the current economic conditions, we could expect a negative impact on E&C segment's services. In the long-term, as the global economy recovers, we expect expenditures by major oil and petrochemical customers to continue.
Chemicals. During fiscal year 2008, demand in the chemical industry was strong, fueled by the growth in the economies of China and India, as well as the rising standard of living in other developing economies. In the medium-term, we expect the number of new petrochemical projects to flatten as depressed global economic conditions persist and as credit has tightened in many financial markets. We expect Middle Eastern customers to continue to focus on long-term capacity plans and investments as long-term fundamentals appear to remain solid. Middle Eastern projects, which are still in planning phases, may benefit from decreasing commodity prices and low cost feedstock. In Asia, we believe the demand for chemicals will remain robust, and investment by domestic and international firms is expected to remain high, particularly in the Chinese chemical industry.
We expect that major oil and petrochemical companies will integrate refining and petrochemical facilities in order to improve their profits, providing additional opportunities for us. In petrochemicals, we have extensive expertise in the construction of ethylene plants, which convert gas and/or liquid hydrocarbon feedstock into ethylene, and derivative facilities, which provide the source of many higher value chemical products, including packaging, pipe, polyester, antifreeze, electronics, tires and tubes. We also perform services related to gas processing including propane dehydrogenation facilities, gas treatment facilities and liquefied natural gas plants.


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Refining. We believe that refiners are searching for new products that can be produced from petroleum and are considering integration of those products into petrochemical facilities. We believe the demand for our services in the refining industry has been driven by refiners' needs to process a broader spectrum of heavier and traditionally less expensive crude oils and to produce a greater number of products. Over the last two years, the refining sector has experienced considerable investment, mainly in the Middle East and Asia. Throughout the remainder of 2009, we expect refining expenditures to continue at a stable pace in the Middle East. We believe refinery capacity constraints and the demand stimulated by clean fuels and clean air legislation are contributing to increasing opportunities, primarily in the U.S and also the Middle East. In Europe, we expect diesel demand to drive investment, and in addition, we believe conversion processes such as deep catalytic cracking (DCC) and catalytic pyrolysis will increase due to the trend for refinery and petrochemical integration. While the refining process is largely a commodity activity, refinery configuration depends primarily on the grade of crude feedstock available, desired mix of end-products and considerations of capital and operating costs.
We believe that fluid catalytic cracking (FCC) remains a key refining technology. We have an exclusive agreement with an international customer to license DCC, a key FCC-derived technology that encourages the refiner's entry into the petrochemical arena. We believe this technology is emerging because of its ability to produce propylene, a base chemical that is in short supply and for which demand is growing faster than that of ethylene.
Ethylene. Ethylene is an olefin, which is used as a building block for other petrochemicals and polymers. It is produced by the steam cracking of hydrocarbon feedstocks. Ethylene is used in the manufacture of polymers such as polyethylene, polyester, polyvinyl chloride and polystyrene. Ethylene represents one of our core technologies, and it is likely that the global economic slowdown and financial market changes, coupled with the surplus ethylene supply in 2009, may result in ethylene projects being delayed. Despite the anticipated slowing of further investment, we believe additional projects are being planned in the Middle East, where the need for project financing is not as pronounced as some other areas of the world and is less likely to impact the implementation of grassroots facilities. Further, we expect owners to focus on maximizing the productivity of existing assets which could increase the number of debottlenecking and revamp projects. We believe that these projects will provide additional opportunities for us.
We believe ethylene production from petroleum derived naphtha is declining due to the availability of alternative low-cost ethane feedstock in the Middle East. This change impacts the economic viability of gas feed steam crackers in North America where the natural gas prices are more volatile as a result of commodity market trading conditions. We expect new facilities to favor primarily gas feed crackers based on ethane extracted from natural gas. We estimate our historic market share to be approximately 35% over the last 15 years. We are aware of only four ethylene technology licensor competitors and believe we are well positioned to compete for new opportunities in this market. Maintenance Segment
Our Maintenance segment is a market leader, providing a full range of integrated asset life cycle capabilities that compliment our power and process industrial EPC services. We provide clients with reliability engineering, plant engineering, turnaround maintenance, refueling outage maintenance, routine maintenance, modifications, capital construction, off-site modularization, offshore fabrication, support and specialty services. We perform services to restore, rebuild, repair, renovate and modify industrial facilities, as well as offer predictive and preventative maintenance. We offer comprehensive services to clients in combinations that increase capacity, reduce expenditures and optimize cost to enable the highest return on critical production assets within their facilities. Maintenance segment services are provided at client work sites located primarily in North America.
Nuclear Plant Maintenance and Modifications. There are currently 104 operating nuclear reactors in the U.S. requiring engineering, maintenance, and modification services to support operations, plant refueling outages, extend life/license, upgrade materials, increase capacity uprates and improve performance. We provide system-wide maintenance and modification services to 36 of the 104 operating domestic nuclear reactors. We concentrate on complicated, non-commodity projects in which our historical expertise and project management skills add value.
In addition to supporting operations and improving performance at existing commercial nuclear power plants, we believe we can further expand in plant restarts, uprate-related modifications and new plant construction. We also believe we can expand our in-plant support services.
Chemical Plant/Refinery Maintenance and Capital Construction. We have a continuous presence in approximately 90 U.S. field locations serving alternative energy, petrochemicals, specialty chemicals, oil and gas, manufacturing and refining markets. We believe that specialty chemicals, clean fuel programs and refining markets provide us with the best long-term growth opportunities. Expansion of these markets has been enhanced by governmental regulations supporting cleaner burning fuels and impending infrastructure and


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stimulus programs. Our Maintenance segment also includes a capital construction component serving existing chemicals and petrochemicals clients and which includes an array of grassroots green-field projects. Our construction scope includes constructability reviews, civil and concrete work, structural steel erection, electrical and instrumentation, mechanical and piping system erection.
In addition to our varied spectrum of maintenance and construction work, we continue executing a strong resume of substantial rebuild projects. We successfully mobilize resources under demanding client deadlines to rebuild and restore facilities damaged by natural disasters or catastrophes. Our successful project completions include major petrochemicals, nuclear power, natural gas processing and refining facilities in the Gulf Coast region. F&M Segment
Our F&M segment is among the largest worldwide suppliers of fabricated piping systems. Demand for our F&M segment's products is typically driven by capital projects in the electric power, chemical and refinery industries. Typically, we contemporaneously invoice our clients when we purchase materials for our pipe, steel and modular fabrication contracts. Our invoices generally do not include extended payment terms nor do we offer significant rights of return. These contracts typically represent the majority of the business volume of our F&M segment. We maintain limited amounts of stock inventory primarily relating to our manufacturing and distribution businesses.
Pipe Fabrication. We believe our expertise and proven capabilities to furnish complete piping systems in a global market have positioned us among the largest suppliers of fabricated piping systems for power generation facilities in the U.S. We are also a leading supplier worldwide, serving both our other business segments and third parties. Piping systems are normally a critical path item in heavy industrial plants that convert raw or feedstock materials to products. Piping system integration accounts for a significant portion of the total man-hours associated with constructing power generation, chemical and other processing facilities. We manufacture fully-integrated piping systems for heavy industrial customers around the world.
We provide fabrication of complex piping systems from raw materials, including carbon and stainless steel and other alloys, such as nickel, titanium and aluminum. We fabricate pipe by cutting it to specified lengths, welding fittings on the pipe and bending the pipe to precise customer specifications. We currently operate pipe fabrication facilities in Louisiana, Arkansas, Oklahoma, South Carolina, Utah, Mexico and Venezuela and through a joint venture in Bahrain. Our South Carolina facility is authorized to fabricate piping for nuclear energy plants and maintains a nuclear piping American Society of Mechanical Engineers certification.
We believe our induction pipe bending technology is one of the most advanced, sophisticated and efficient technologies available. We utilize this technology and related equipment to bend pipe made of carbon steel and alloy items for industrial, commercial and architectural applications. Pipe bending in a shop can provide significant savings in labor, time and material costs when compared to field fabrication performed in many industrialized countries. Pipe bending also increases the product strength when compared to welding. Additionally, we have commenced a robotics program that we believe may result in increased productivity and quality levels. By utilizing robotics, as well as new welding processes and production technology, we are able to provide our customers a complete range of fabrication services.
Structural Steel Fabrication. We produce custom fabricated steel components and structures used in the architectural and industrial markets. These steel fabrications are used for supporting piping and equipment in buildings, chemical plants, refineries and power generation facilities. Our fabrication lines utilize standard mill produced steel shapes that are cut, drilled, punched and then welded into the configurations and to the exact specifications required by our customers. We have fabrication facilities operating in Louisiana, as well as our newest location in Mexico, which offers the latest in advanced technology and efficiency for structural steel fabrication.
Manufacturing and Distribution. We operate manufacturing facilities in Louisiana and New Jersey where products are ultimately sold to operating plants and engineering and construction firms, as well as to our other business segments. Manufacturing our own pipe fittings and maintaining inventories of fittings and pipe enables us to realize greater efficiencies in the purchase of raw materials, reduces overall lead times and lowers total costs. We operate distribution centers in Louisiana, Oklahoma, Texas, Georgia and New Jersey that distribute our products and products manufactured by third parties.
Module Fabrication Facility. We are in the process of constructing a major . . .

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