Item 2.01. Completion of Acquisition or Disposition of Assets

On January 4, 2013, Nuclear Energy Holdings LLC ("NEH"), a wholly owned special purpose subsidiary of the Shaw Group Inc, (the "Company" or "Shaw"), sold its 20% equity interest (the "Shares") in Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Limited, and their subsidiaries ("Westinghouse") to Toshiba Corp. ("Toshiba"). Toshiba purchased the Shares at a price of $124.7 billion JPY, the price prescribed in the Put Option Agreements ("Put Options") entered into by the parties at the time of NEH's original investment. The cash proceeds were deposited in trust to fund 96.7% of the future repayment of limited recourse bonds issued through the Japanese private placement market to fund NEH's investment in Westinghouse (the "Westinghouse Bonds"). NEH will separately fund the Trust with the remaining 3.3%, $4.3 billion JPY, of the principal amount of the Westinghouse Bonds, plus the regularly scheduled semi-annual interest payment by March 15, 2013. The Trustee will repay the Westinghouse Bonds at their maturity on March 15, 2013.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

An unaudited pro forma consolidated balance sheet for the Company as of November 30, 2012 and unaudited pro forma consolidated statements of operations for the Year Ended August 31, 2012, and for the Three Months Ended November 30, 2012 are set forth in Exhibit 99.1 and are incorporated by reference in this Item 9.01. This financial information is based on the historical financial statements of The Shaw Group, Inc, including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of NEH's sale of its 20% equity interest in Westinghouse on January 4, 2013 as if settlement and required repayment of the limited recourse bonds had occurred on November 30, 2012 for the balance sheet and as of the beginning of the period presented for the statements of operations for the Year Ended August 31, 2012 and for the Three Months Ended November 30, 2012. The actual financial results from the sale will differ from the results included in the pro forma statements.

(d) Exhibits.