##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number 1-11953
 Willbros Group, Inc.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    30-0513080
(I.R.S. Employer Identification Number)
 4400 Post Oak Parkway
Suite 1000
Houston, TX 77027
Telephone No.: 713-403-8000
  Name of each exchangeTitle of each class
    
    on which registeredCommon Stock, $.05 Par Value
    
    New York Stock Exchange
  o þ
 o þ
 þ o
 Yes
o No o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller Reporting Company o
 Yes o No þ




---



##### 



WILLBROS GROUP, INC.
FORM 10-K
YEAR ENDED DECEMBER 31, 2010
TABLE OF CONTENTS
 PagePART IItems 1. and 2. Business and Properties
    
    
    4Item 1A. Risk Factors
    
    
    29Item 1B. Unresolved Staff Comments
    
    
    43Item 3. Legal Proceedings
    
    
    43Item 4. Reserved
    
    
    44Item 4A. Executive Officers of the Registrant
    
    
    44PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    46Item 6. Selected Financial Data
    
    
    47Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    49Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    74Item 8. Financial Statements and Supplementary Data
    
    
    76Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    132Item 9A. Controls and Procedures
    
    
    132Item 9B. Other Information
    
    
    133PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    134Item 11. Executive Compensation
    
    
    134Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    134Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    134Item 14. Principal Accounting Fees and Services
    
    
    134PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    135Signatures
    
    
    141Exhibit 10.40Exhibit 10.41Exhibit 10.52Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
  
    
    curtailment of capital expenditures and the unavailability of project funding in the oil
and gas, refinery, petrochemical and power industries;
 
    
    increased capacity and decreased demand for our services in the more competitive
industry segments that we serve;
 
    
    reduced creditworthiness of our customer base and higher risk of non-payment of
receivables;
 
    
    inability to lower our cost structure to remain competitive in the market;
 
    
    inability of the energy service sector to reduce costs in the short term to a level
where our customers project economics support a reasonable level of development work;
 
    
    inability to predict the timing of an increase in energy sector capital spending, which
results in staffing below the level required when the market recovers;
 
    
    reduction of services to existing and prospective clients as they bring historically
out-sourced services back in-house to preserve intellectual capital and minimize layoffs;
 
    
    the consequences we may encounter if we fail to comply with the terms and conditions of
our final settlements with the Department of Justice (DOJ) and the Securities and
Exchange Commission (SEC), including the imposition of civil or criminal fines,
penalties, enhanced monitoring arrangements, or other sanctions that might be imposed by
the DOJ and SEC;
 
    
    the issues we may encounter with respect to the federal monitor appointed under our
Deferred Prosecution Agreement with the DOJ and any changes in our business practices which
the monitor may require;
 
    
    the commencement by foreign governmental authorities of investigations into the actions
of our current and former employees, and the determination that such actions constituted
violations of foreign law;
 
    
    difficulties we may encounter in connection with the previous sale and disposition of
our Nigeria assets and Nigeria based operations, including obtaining indemnification for
any losses we may experience if, due to the non-performance by the purchaser of these
assets, claims are made against any parent company guarantees we provided, to the extent
those guarantees may be determined to have continued validity;
 
    
    the dishonesty of employees and/or other representatives or their refusal to abide by
applicable laws and our established policies and rules;
 
    
    adverse weather conditions not anticipated in bids and estimates;
 
    
    project cost overruns, unforeseen schedule delays and the application of liquidated
damages;
 
    
    the occurrence during the course of our operations of accidents and injuries to our
personnel, as well as to third parties, that negatively affect our safety record, which is
a factor used by many clients to pre-qualify and otherwise award work to contractors in our
industry;
 
    
    cancellation of projects, in whole or in part, for any reason;
  2




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##### Table of Contents




    
    failing to realize cost recoveries on claims or change orders from projects completed or
in progress within a reasonable period after completion of the relevant project;
 
    
    political or social circumstances impeding the progress of our work and increasing the
cost of performance;
 
    
    inability to obtain and maintain legal registration status in one or more foreign
countries in which we are seeking to do business;
 
    
    failure to obtain the timely award of one or more projects;
 
    
    inability to identify and acquire suitable acquisition targets or to finance such
acquisitions on reasonable terms;
 
    
    inability to hire and retain sufficient skilled labor to execute our current work, our
work in backlog and future work we have not yet been awarded;
 
    
    inability to execute cost-reimbursable projects within the target cost, thus eroding
contract margin and, potentially, contract income on any such project;
 
    
    inability to obtain sufficient surety bonds or letters of credit;
 
    
    inability to obtain adequate financing;
 
    
    loss of the services of key management personnel;
 
    
    the demand for energy moderating or diminishing;
 
    
    downturns in general economic, market or business conditions in our target markets;
 
    
    changes in and interpretation of U.S. and foreign tax laws that impact our worldwide
provision for income taxes and effective income tax rate;
 
    
    the potential adverse effects on our operating results if our non-U.S. operations became
taxable in the United States;
 
    
    changes in applicable laws or regulations, or changed interpretations thereof, including
climate change legislation;
 
    
    changes in the scope of our expected insurance coverage;
 
    
    inability to manage insurable risk at an affordable cost;
 
    
    enforceable claims for which we are not fully insured;
 
    
    incurrence of insurable claims in excess of our insurance coverage;
 
    
    the occurrence of the risk factors listed elsewhere in this Form 10-K or described in
our periodic filings with the SEC; and
 
    
    other factors, most of which are beyond our control.
    3




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##### Table of Contents



PART I
 
 Items 1 and 2. Business and Properties
 General
  Utility
T&D)
  
    
    Willbros United States Holdings, Inc.;
 
    
    Willbros Construction (U.S.), LLC;
 
    
    Willbros Canada Holdings ULC;
 
    
    Willbros Downstream, LLC;
 
    
    Wink Engineering, LLC;
 
    
    Willbros Engineers (U.S.), LLC;
 
    
    Willbros Project Services (U.S.), LLC;
 
    
    Willbros Construction Services (Canada) L.P.;
 
    
    Willbros Midwest Pipeline Construction (Canada) L.P.;
 
    
    Willbros Government Services (U.S.), LLC;
  4




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##### Table of Contents




    
    Willbros Middle East, Ltd.;
 
    
    Willbros (Overseas) Ltd.;
 
    
    The Oman Construction Company (TOCO), L.L.C.;
 
    
    Construction & Turnaround Services (U.S.), L.L.C.;
 
    
    W International Limited;
 
    
    InfrastruX Group, LLC.;
 
    
    Chapman Construction Co., L.P.;
 
    
    Texas Electric Utility Construction, Ltd.;
 
    
    InterCon Construction, Inc.; and
 
    
    Hawkeye, LLC.;
  http://www.willbros.com
  Willbros Background
    1908
    
    
    Miller and David Williams form the construction business of Williams Brothers Company.1915
    
    
    Began pipeline work in the United States.1923
    
    
    First project outside the United States performed in Canada.1939
    
    
    Began pipeline work in Venezuela, first project outside North America.1942-44
    
    
    Served as principal contractor on the Big Inch and Little Big Inch War Emergency
Pipelines in the United States which delivered Gulf Coast crude oil to the Eastern
Seaboard.1954-55
    
    
    Built Alaskas first major pipeline system, consisting of 625 miles of petroleum
products pipeline, housing, communications, two tank farms, five pump stations, and
marine dock and loading facilities.1960
    
    
    Built the first major liquefied petroleum gas pipeline system, the 2,175-mile
Mid-America Pipeline in the United States, including six delivery terminals, two
operating terminals, 13 pump stations, communications and cavern storage.1962
    
    
    Began operations in Nigeria with the commencement of construction of the
TransNiger Pipeline, a 170-mile crude oil pipeline.
  5




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1964-65
    
    
    Built the 390-mile Santa Cruz to Sica Sica crude oil pipeline in Bolivia. The highest
altitude reached by this line is 14,760 feet (4,500 meters) above sea level.1965
    
    
    Began operations in Oman with the commencement of construction of the 175-mile
Fahud to Muscat crude oil pipeline system.1970-72
    
    
    Built the Trans-Ecuadorian Pipeline, crossing the Andes Mountains, consisting of 315
miles of 20-inch and 26-inch pipeline, seven pump stations, four pressure-reducing
stations and six storage tanks. Considered the most logistically difficult pipeline
project ever completed at the time.1974-76
    
    
    Led a joint venture which built the northernmost 225 miles of the Trans Alaska
Pipeline System.1984-86
    
    
    Constructed, through a joint venture, the All-American Pipeline System, a 1,240-mile
30-inch heated pipeline, including 23 pump stations, in the United States.1988-92
    
    
    Performed project management, engineering, procurement and field support services to
expand the Great Lakes Gas Transmission System in the northern United States. The
expansion involved modifications to 13 compressor stations and the addition of 660 miles
of 36-inch pipeline in 50 separate loops.1992-93
    
    
    Rebuilt oil field gathering systems in Kuwait as part of the post-war reconstruction
effort.1996
    
    
    Listed shares, upon completion of an initial public offering of common stock, on
the New York Stock Exchange under the symbol WG.2002
    
    
    Completed engineering and project management of the Gulfstream project, a $1.6
billion natural gas pipeline system from Mobile, Alabama crossing the Gulf of Mexico and
serving markets in central and southern Florida.2003
    
    
    Completed an EPC contract for the 665-mile 30-inch crude oil ChadCameroon
Pipeline Project, through a joint venture with another international contractor.2007
    
    
    Completed the sale of our Nigerian interests in February 2007. Acquired Midwest
Management (1987) Ltd. (Midwest) in July 2007 and Integrated Service Company in
November 2007 (renamed Willbros Downstream, LLC (InServ) in 2010).2008
    
    
    Completed two 36-inch loops in Northern Alberta for TransCanada. This was the
first major project in Canada following the Midwest acquisition.Completed approximately 190 miles of the Southeast Supply Header, LLC (SESH)
project that connects the Perryville Hub in northeast Louisiana with the Gulfstream
Natural Gas System, L.L.C. pipeline in Mobile County, Alabama.2009
    
    
    Changed our corporate domicile from Panama to Delaware on March 3, 2009.Acquired the engineering business of Wink Companies, LLC in July 2009 (renamed Wink
Engineering, LLC (Wink) in February 2010).Established new quality, productivity and safety performance standards on the Texas
Independence Pipeline project, 143 miles of 42-inch natural gas pipeline in East
Texas.2010
    
    
    Completed a major portion of the Fayetteville Express Pipeline on schedule, 145
miles of 42-inch natural gas pipeline in Arkansas and Mississippi.Acquired the InfrastruX Group on July 1, 2010, entering the services market for
electric transmission and distribution infrastructure.
 Business Segments
 Upstream Oil &
Gas Downstream Oil & Gas. Utility T&D.
  6




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Engineering,
Upstream Oil & Gas Downstream Oil & Gas Engineering Upstream Oil & Gas Downstream Oil & Gas
    Services Provided
 Upstream Oil & Gas
  Construction Services
  Pipeline Construction.
   7




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Fabrication
 Facilities Construction.
 Engineering Services
  Natural Gas Transmission Systems.
 Liquids Pipelines and Storage Facility Design.
 Design of Peripheral Systems.
  Climatic Constraints.
  8




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Environmental Impact of River Crossings/Wetlands.
 Seismic Design and Stress Analysis.
 Hazardous Materials.
 Hydraulics Analysis for Fluid Flow in Piping Systems.
 Procurement Services.
 Pipeline Integrity Testing, Management & Maintenance.
 EPC Services
  Specialty Services
   9




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Downstream Oil & Gas
  
    
    construction, maintenance and turnaround services for downstream facilities, including
revamp/reconditioning of fluid catalytic cracking (FCC) units, one of the main process
units in a refinery, which have three to five year required maintenance intervals in order
to maintain production efficiency;
 
    
    manufacturing services for process heaters, heater coils, alloy piping, specialty
components and other equipment for installation in oil refineries;
 
    
    heater services, including design, manufacture and installation of fired heaters in
refining and process plants;
 
    
    tank services for construction, maintenance or repair of petroleum storage tanks,
typically located at pipeline terminals and refineries;
 
    
    safety services for supplementing a refinerys safety personnel, permitting, procedures
and providing safety equipment;
 
    
    government services through building and managing fueling depots and other fueling
systems; and evaluating, maintaining and building petroleum, oil and lubricant (POL)
facilities;
 
    
    multi-disciplinary engineering services to clients in the petroleum refining, chemicals
and petrochemicals and oil and gas industries; and
 
    
    EPC services through program management and EPC project services.
 Construction, Maintenance and Turnaround Services.
 Manufacturing Services.
 Heater Services.
  10




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##### Table of Contents



Tank Services.
 Safety Services. ®
 U.S. Government Services.
 Engineering Services.
  
    
    project development, conceptual design, front-end engineering and feasibility
studies;
 
    
    project engineering services;
 
    
    definitive design and drafting services;
 
    
    project management, estimating, scheduling and controls;
 
    
    turnkey EPC arrangements;
 
    
    field engineering and construction liaison services;
 
    
    material and services procurement;
 
    
    planning and management of maintenance programs; and
 
    
    topographic, hydrographic and engineering as-built surveying, including the
establishment of rights-of-way for public utilities and industrial uses.
   11




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EPC Services.
 Utility T&D
  Electric Power T&D Services
  Electric Power Transmission and Substation.
 Electric Power Distribution.
 Emergency Storm Response.
 Cable Restoration and Assessment.
 
    
    CableCURE® is a proprietary process for the restoration of
aged underground electric power cables. Using the process, we inject
silicone-based CableCURE® fluid into electrical cables at a
transformer or other termination point while the lines remain
energized. The fluid extends the life of electric power cables by
creating a barrier to moisture and repairs and prevents damage caused
by water treeing (a type of progressive failure of the insulation
caused by water absorption). We perform initial testing to determine
if the cable can be treated using CableCURE® technology,
treat cables that we determine are good candidates and often provide
replacement services for those that are not. We have a worldwide
exclusive license for this technology from Dow Corning, which holds
the patents on the CableCURE® fluid. We also hold a number
of patents on certain of the materials associated with the treatment
process including Dimethyldibutoxysilane fluid developed by UtilX Corporation. We have
injected over 17,000 miles of cable to date backed by a 20 year
warranty.
 
    
    CableWISE® is a proprietary, non-destructive online
electrical system-condition assessment process that enables electric
power utilities and a wide range of commercial and industrial
facilities to evaluate the condition of cable systems, transformers
and switchgear. Knowing a cable systems weaknesses enables owners,
asset managers and reliability engineers to be proactive in finding
and fixing problems before they cause outages. We hold the patent and
trademark to CableWISE®.
  12




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##### Table of Contents



Natural Gas T&D Services
  Natural Gas Transmission
 Natural Gas Distribution Pipeline.
 Specialty Services
  
    
    Utility-line Locating. Our crews locate underground electric power, gas, telecom, water,
cable and sewer utilities prior to excavation. Our locating services sometimes require a
physical visit to the location whereby our employees will locate and mark utility
infrastructure. In other cases we are able to provide the excavating party a clearance to
dig without having to physically visit the location.
 
    
    Stray Voltage and Gas Leak Detection.Our crews test for stray voltage and gas leaks in
areas where these problems are suspected. Stray voltage typically arises through a failure
to properly ground electrical equipment and may result in injury to the public. Similarly,
gas leaks often occur as a result of the deterioration of gas distribution infrastructure.
 
    
    Large-Bore Horizontal Directional Drilling (HDD).We provide HDD services nationwide
with a total of five large-bore directional drills ranging from 220,000 to one million
pounds of pullback force. These HDD rigs are typically deployed in support of large
pipeline construction projects as well as underground crossings of environmentally
sensitive areas and can be deployed on projects throughout North America.
 
    
    Telecommunications.Our crews install and maintain overhead and underground
telecommunications infrastructure, including conventional telephone cables, fiber optic
installation cables, fiber to the premises (commonly referred to as FTTP), cellular towers,
broadband-over-powerline and cable television lines.
 
    
    Other.On a limited basis, we also offer certain commercial electric power,
environmental remediation, water and sewer and civil construction services.
 Current Market Conditions
   13




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Upstream Oil & Gas
 Upstream Oil & Gas
     Downstream Oil & Gas
   14




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##### Table of Contents



Utility T&D
  Our Vision
   
    
    Integrating the InfrastruX acquisition, which we believe advances our desire to
diversify our end markets and geographic exposure to better serve clients and mitigate
market specific risk;
 
    
    Increasing professional services (project/program management, engineering, design,
procurement and logistics) capabilities to minimize cyclicality and risk associated with
large capital projects in favor of recurring service work;
 
    
    Positioning Willbros as a service provider and employer of choice;
 
    
    Developing long-term client partnerships and alliances by exceeding performance
expectations and focusing team driven sales efforts on key clients; and
 
    
    Establishing industry best practices, particularly for safety and performance.
 Our Values
  
    
    Safety  always perform safely for the protection of our people and our stakeholders;
 
    
    Honesty & Integrity  always do the right thing;
 
    
    Our People  respect and care for their well being and development; maintain an
atmosphere of trust, empowerment and teamwork; ensure the best people are in the right
position;
 
    
    Our Customers  understand their needs and develop responsive solutions; promote
mutually beneficial relationships and deliver a good job on time;
 
    
    Superior Financial Performance  deliver earnings per share and cash flow and maintain
a balance sheet which places us at the forefront of our peer group;
  15




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
    
    Vision & Innovation  understand the drivers of our business environment; promote
constant curiosity, imagination and creativity about our business and opportunities; seek
continuous improvement; and
 
    
    Effective Communications  present a clear, consistent and accurate message to our
people, our customers and the public.
  Our Strategy
  Stabilize the Revenue Stream with Recurring Services
 Utility T&D
 Focus on Managing Risk
  
    
    Focus resources in markets with the highest risk-adjusted return. The majority of our
resources are focused on North America as we believe North America continues to offer us
significant opportunities with attractive risk-adjusted returns. Opportunities for our
expanded service offerings are expected to result from the ongoing development of
unconventional gas production in shale gas plays, increased emphasis on the maintenance and
integrity of existing infrastructure and facilities, high value-added small capital
projects to meet environmental, regulatory and product slate requirements in the refining
sector, and new electric infrastructure development opportunities. We will focus on
integration and optimization of our complementary service offerings to deliver superior
results.
 While our operations are currently concentrated in North America, we have examined the
markets for opportunities to further diversify our geographic footprint into international
markets that provide attractive risk-adjusted returns. We have concluded that North America
continues to offer the most attractive risk-adjusted returns at this time. Our extensive
international experience remains a differentiator for us and we will continue to selectively
consider international opportunities.
 
    
    Maintain a conservative contract portfolio and limit contract execution risk. While we
will continue to pursue a balanced contract portfolio, current market dynamics indicate our
U.S. pipeline operations, as well as other service offerings, are in a much more
competitive period, characterized by competitive pricing and more fixed price contracts. We
believe our fixed price execution experience, our recent initiatives to realign our cost
structure to the rapidly changing market, our improved systems and our ongoing focus on
risk management provide us a competitive advantage versus many of our competitors. We
prefer to maintain a risk-limited project portfolio.
  16




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
    
    Configure operating segments to minimize market risk. We have recognized and responded
to shifts in the markets addressed by both our Upstream Oil & Gasand Downstream Oil & Gas
segments by reducing equipment and personnel levels to hold certain resources, key teams and
skill sets and maximize their chargeability, keeping in mind future opportunities and
commitments. We are currently addressing our Utility T&Dsegment and corresponding
requirements as we have previously done with our other two segments.
 Leverage Industry Position and Reputation into a Broader Service Offering
   Maintain Financial Flexibility
   17




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Leverage Core Service Expertise into Additional Full EPC Contracts
  GEOGRAPHIC REGIONS
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentContract RevenueUnited States
    
    $
    924,590
    
    
    
    77.5
    %
    
    $
    939,985
    
    
    
    74.6
    %
    
    $
    1,440,239
    
    
    
    75.3
    %Canada
    
    
    193,841
    
    
    
    16.3
    %
    
    
    254,420
    
    
    
    20.2
    %
    
    
    387,498
    
    
    
    20.3
    %Oman
    
    
    73,589
    
    
    
    6.2
    %
    
    
    65,368
    
    
    
    5.2
    %
    
    
    84,967
    
    
    
    4.4
    %Other
    
    
    392
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Total
    
    $
    1,192,412
    
    
    
    100.0
    %
    
    $
    1,259,773
    
    
    
    100.0
    %
    
    $
    1,912,704
    
    
    
    100.0
    %
 United States
 Upstream Oil & Gas 
   18




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Downstream Oil & Gas Downstream Oil & Gas Downstream Oil & Gas
  Utility T&D Utility T&D Utilty T&D
 Canada
   19




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##### Table of Contents



Middle East
  Africa
  Asia-Pacific
  South America
  Backlog
  Utility T&D
  20




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##### Table of Contents



As of December 31,2010
    
    
    200912 Month
    
    
    Percent
    
    
    Total
    
    
    Percent
    
    
    12 Month
    
    
    Percent
    
    
    Total
    
    
    PercentUpstream Oil & Gas
    
    $
    311,326
    
    
    
    32.9
    %
    
    $
    653,671
    
    
    
    30.0
    %
    
    $
    243,194
    
    
    
    62.5
    %
    
    $
    283,130
    
    
    
    66.0
    %Downstream Oil & Gas
    
    
    107,077
    
    
    
    11.3
    %
    
    
    107,077
    
    
    
    5.0
    %
    
    
    146,156
    
    
    
    37.5
    %
    
    
    146,156
    
    
    
    34.0
    %Utility T&D
    
    
    527,912
    
    
    
    55.8
    %
    
    
    1,415,279
    
    
    
    65.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Backlog
    
    $
    946,315
    
    
    
    100.0
    %
    
    $
    2,176,027
    
    
    
    100.0
    %
    
    $
    389,350
    
    
    
    100.0
    %
    
    $
    429,286
    
    
    
    100.0
    %
 As of December 31,2010
    
    
    2009Total
    
    
    Percent
    
    

Total
    
    
    PercentTotal
Backlog by Geographic RegionUnited States
    
    $
    1,593,241
    
    
    
    73.2
    %
    
    $
    398,744
    
    
    
    92.9
    %Canada
    
    
    532,589
    
    
    
    24.5
    %
    
    
    9,639
    
    
    
    2.2
    %Middle East/North Africa
    
    
    45,728
    
    
    
    2.1
    %
    
    
    20,903
    
    
    
    4.9
    %Other International
    
    
    4,469
    
    
    
    0.2
    %
    
    
    
    
    
    
    Backlog
    
    $
    2,176,027
    
    
    
    100.0
    %
    
    $
    429,286
    
    
    
    100.0
    %
 As of December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    200612 Month Backlog
    
    $
    946,315
    
    
    $
    389,350
    
    
    $
    655,494
    
    
    $
    1,305,441
    
    
    $
    602,272
 Competition
  Globally
 
    
    Engineering  CH2M Hill, Gulf Interstate, Universal Pegasus, Trigon, Mustang
Engineering and ENGlobal Engineering.
  21




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##### Table of Contents



United States
 
    
    Upstream Oil & GasSegment Construction  Associated Pipeline Contractors, Price
Gregory Services, Sheehan Pipeline Construction, U.S. Pipeline and Welded Construction,
Quanta Services, MasTec, Henkels & McCoy, Northern Pipeline Construction, Michels
Corporation and Miller Pipeline. In addition, there are a number of regional competitors,
such as Sunland, Dyess, Flint and Jomax.
 
    
    Downstream Oil & GasSegment  AltairStrickland, JV Industrial Companies, Plant
Performance Services, KBR, Chicago Bridge & Iron and Matrix Services.
 
    
    Utility T&DSegment  Quanta Services, MYR Group, MasTec and Pike Electric and larger
privately-held companies such as Henkels & McCoy, Northern Pipeline Construction, Michels
Corporation and Miller Pipeline.
 Canada
 
    
    Onshore Pipeline Construction  North American Energy Services, Flint Energy Services
and OJ Pipelines.
 
    
    Maintenance and field services  North American Energy Services, Flint Energy Services
and Ledcor.
 Oman
 
    
    Oil Field Transport Services  Ofsat and TruckOman, both Omani companies.
 
    
    Construction and the Installation of Flow Lines and Mechanical Services  Gulf
Petrochemical Services (Oman), CCC (Greece), Dodsal (India), Saipem (Italy), Special
Technical Services (Oman) and Galfar (Oman).
 Other International
 
    
    Construction  Technip (France), CCC (Greece), Saipem (Italy), Spie-Capag (France),
Techint (Argentina), Bechtel (U.S.), Stroytransgaz (Russia), Tekfen (Turkey) and Nacap
(Netherlands).
 Contract Provisions and Subcontracting
  
    
    firm fixed-price or lump sum fixed-price contracts, providing for a single price for the
total amount of work or for a number of fixed lump sums for the various work elements
comprising the total price;
 
    
    cost plus fixed fee contracts where income is earned solely from the fee received;
 
    
    unit-price contracts, which specify a price for each unit of work performed;
 
    
    time and materials contracts where personnel and equipment are provided under an
agreed-upon schedule of daily rates with other direct costs being reimbursable; and
 
    
    a combination of the above (including lump sum payment for certain items and unit rates
for others).
     22




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Contractual Arrangements
    23




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Oncor alliance agreement
  Term, Renewals and Extensions
 Provision of Services, Spending Levels and Pricing
  Termination
   24




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##### Table of Contents



Employees
  Number ofEmployees
    
    
    PercentU.S. Upstream Oil & Gas
    
    
    540
    
    
    
    7.4
    %U.S. Downstream Oil & Gas
    
    
    977
    
    
    
    13.5
    %U.S. Utility T&D
    
    
    3,070
    
    
    
    42.2
    %U.S. Administration
    
    
    112
    
    
    
    1.6
    %Canada
    
    
    1,056
    
    
    
    14.5
    %Oman
    
    
    1,500
    
    
    
    20.6
    %Utility T&DInternational
    
    
    15
    
    
    
    0.2
    %Other International  Libya
    
    
    1
    
    
    
    0.0
    %Total
    
    
    7,271
    
    
    
    100.0
    %
 Equipment
   Facilities
  Principal FacilitiesBusiness Unit
    
    Location
    
    Description
    
    OwnershipU.S. Upstream Oil & Gas
    
    Houston, TX(1)
    
    Equipment yard, maintenance facility,
warehouse and office space
    
    OwnHouston, TX
    
    Office space
    
    LeasedKansas City, MO
    
    Office space
    
    LeasedTulsa, OK
    
    Office space
    
    OwnU.S. Downstream Oil & Gas
    
    Baton Rouge, LA
    
    Office Space
    
    LeaseCatoosa, OK
    
    Manufacturing, general warehousing and office space
    
    Own
  25




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##### Table of Contents



Principal FacilitiesBusiness Unit
    
    Location
    
    Description
    
    OwnershipHouston, TX
    
    Office space
    
    LeaseSt. Rose, LA
    
    Office space
    
    LeaseTulsa, OK
    
    Manufacturing, general warehousing and office space
    
    OwnU.S. Utility T&D
    
    Seattle, WA
    
    Office space
    
    LeasedBuckeburg, Germany
    
    Office and general warehouse
    
    LeasedKent, WA
    
    Office and general warehouse
    
    LeasedPittsburgh, PA
    
    Office and general warehouse
    
    LeasedFitchburg, WI
    
    Office and general warehouse
    
    LeasedTrafford, PA
    
    Office and general warehouse
    
    LeasedSherman, TX
    
    Office and general warehouse
    
    LeasedMcKinney, TX
    
    Office and general warehouse
    
    OwnFt. Worth, TX
    
    Office space
    
    LeasedHenrietta, TX
    
    Office and general warehouse
    
    LeasedHauppauge, NY
    
    Office and general warehouse
    
    LeasedJacksonville, VT
    
    Office and general warehouse
    
    LeasedEunice, NM
    
    Office and general warehouse
    
    LeasedCanada
    
    Ft. McMurray, Alberta, Canada (1)
    
    Fabrication and maintenance facility
    
    OwnFt. McMurray, Alberta,
Canada
    
    Lay down area
    
    LeasedFt. McMurray, Alberta,
Canada
    
    Office space
    
    LeasedEdmonton, Alberta, Canada
    
    Fabrication and Module facility
    
    OwnAcheson, Alberta, Canada
    
    Office space and equipment yard
    
    OwnSherwood Park, Alberta, Canada
    
    Office space
    
    LeasedCalgary, Alberta, Canada
    
    Office space
    
    LeasedOman
    
    Oman
    
    Office space, fabrication and maintenance facility
    
    LeasedHeadquarters
    
    Houston, TX
    
    Office Space
    
    Leased
 (1)
    
    Location is currently classified as held for sale.   26




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Insurance and Bonding
   Global Warming and Climate Change
      27




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28




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##### Table of Contents



Item 1A.
    
    Risk Factors
  RISKS RELATED TO OUR BUSINESS
 Our business is highly dependent upon the level of capital expenditures by oil and gas, refinery,
petrochemical and electric power companies on infrastructure.
  
    
    current and projected oil, gas and electric power prices, as well as refining margins;
 
    
    the demand for gasoline and electricity;
 
    
    the abilities of oil and gas, refinery, petrochemical and electric power companies to generate, access and
deploy capital;
 
    
    exploration, production and transportation costs;
 
    
    the discovery rate of new oil and gas reserves;
 
    
    the sale and expiration dates of oil and gas leases and concessions;
 
    
    regulatory restraints on the rates that electric power companies may charge their customers;
 
    
    local and international political and economic conditions;
 
    
    the ability or willingness of host country government entities to fund their budgetary commitments; and
 
    
    technological advances.
 Our settlements with the DOJ and the SEC, and the prosecution of former employees, may negatively
impact our ongoing operations.
    29




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##### Table of Contents



Our failure to comply with the terms of settlement agreements with the DOJ and SEC would have a
material adverse effect on our business.
       
    
    our supervision, training and retention of competent employees;
 
    
    the efforts of our employees to comply with applicable law and our Foreign Corrupt
Practices Act Compliance Manual and Code of Business Conduct and Ethics;
 
    
    our continuing management of our agents and business
partners; and
 
    
    our successful implementation of the recommendations of the independent monitor
to further
improve our compliance program and internal controls.
  30




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We may continue to experience losses associated with our prior Nigeria-based operations which could
have a material adverse effect on us.
       31




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##### Table of Contents



Our management has concluded that we did not maintain effective
internal control over financial reporting as of December 31, 2010
because of the existence of a material weakness in our internal
control over financial reporting. We have also had material
weaknesses in our internal control over financial reporting in prior
fiscal years. Failure to
maintain effective internal control over financial reporting could adversely affect our ability to
report our financial condition and results of operations accurately and on a timely basis. As a
result, our business, operating results and liquidity could be harmed.
     Our international operations are subject to political and economic risks of developing countries.
   
    
    civil uprisings, terrorism, riots and war, which can make it impractical to
continue operations, adversely affect both budgets and schedules and expose us
to losses;
 
    
    repatriating foreign currency received in excess of local currency
requirements and converting it into dollars or other fungible currency;
  32




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##### Table of Contents




    
    exchange rate fluctuations, which can reduce the purchasing power of local
currencies and cause our costs to exceed our budget, reducing our operating
margin in the affected country;
 
    
    expropriation of assets, by either a recognized or unrecognized foreign
government, which can disrupt our business activities and create delays and
corresponding losses;
 
    
    availability of suitable personnel and equipment, which can be affected by
government policy, or changes in policy, which limit the importation of skilled
craftsmen or specialized equipment in areas where local resources are
insufficient;
 
    
    governmental instability, which can cause investment in capital projects by
our potential customers to be withdrawn or delayed, reducing or eliminating the
viability of some markets for our services;
 
    
    decrees, laws, regulations, interpretations and court decisions under legal
systems, which are not always fully developed and which may be retroactively
applied and cause us to incur unanticipated and/or unrecoverable costs as well
as delays which may result in real or opportunity costs; and
 
    
    restrictive governmental registration and licensing requirements, which can
limit the pursuit of certain business activities.
   We may be adversely affected by a concentration of business in a particular country.
  Special risks associated with doing business in highly corrupt environments may adversely affect
our business.
  Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain
indicator of our future earnings.
   33




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##### Table of Contents



Utility T&D
 Federal and state legislative and regulatory developments that we believe should encourage electric
power transmission and natural gas pipeline infrastructure spending may fail to result in increased
demand for our Utility T&D services.
 Utility T&D Utility T&D Utility T&D
 Utility T&D Utility T&D Utility T&D
   34




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##### Table of Contents



Our failure to recover adequately on claims against project owners for payment could have a
material adverse effect on us.
  Our failure to resolve matters related to a facility construction project termination could have a
material adverse impact on us.
    Our business is dependent on a limited number of key clients.
  Our use of fixed price contracts could adversely affect our operating results.
   35




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##### Table of Contents



Utility T&D
 Percentage-of-completion method of accounting for contract revenue may result in material
adjustments that would adversely affect our operating results.
  Terrorist attacks and war or risk of war may adversely affect our results of operations, our
ability to raise capital or secure insurance, or our future growth.
  Our operations are subject to a number of operational risks.
   Our goodwill may become impaired.
 Downstream Oil & Gas
  36




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##### Table of Contents



We may become liable for the obligations of our joint ventures and our subcontractors.
  Utility T&D
 Governmental regulations could adversely affect our business.
   
    
    expropriation or nationalization decrees;
 
    
    confiscatory tax systems;
 
    
    primary or secondary boycotts directed at specific countries or companies;
 
    
    embargoes;
 
    
    extensive import restrictions or other trade barriers;
 
    
    mandatory sourcing and local participation rules;
 
    
    stringent local registration or ownership requirements;
 
    
    oil, gas or electric power price regulation;
 
    
    unrealistically high labor rate and fuel price regulation; and
 
    
    registration and licensing requirements.
   37




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##### Table of Contents



Our strategic plan relies in part on acquisitions to sustain our growth. Acquisitions of other
companies present certain risks and uncertainties.
  
    
    inherent difficulties relating to combining previously separate businesses;
 
    
    diversion of managements attention from ongoing day-to-day operations;
 
    
    the assumption of liabilities of an acquired business, including both foreseen and unforeseen liabilities;
 
    
    failure to realize anticipated benefits, such as cost savings and revenue enhancements;
 
    
    potentially substantial transaction costs associated with business combinations;
 
    
    difficulties relating to assimilating the personnel, services and systems of an acquired business and to
integrating marketing, contracting, commercial and other operational disciplines;
 
    
    difficulties in applying and integrating our system of internal controls to an acquired business; and
 
    
    failure to retain key or essential employees or customers of, or any government contracts held by, an acquired
business.
  We may not be able to successfully integrate our acquisition of InfrastruX, which could cause our
business to suffer.
  We may not realize the growth opportunities and cost synergies that are anticipated from our
acquisition of InfrastruX.
   38




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##### Table of Contents



The acquisition of InfrastruX may expose us to unindemnified liabilities.
  We are self-insured against many potential liabilities.
  Our historical and pro forma combined financial information may not be representative of our
results as a combined company.
  Our operations expose us to potential environmental liabilities.
 Utility T&D
  39




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##### Table of Contents



We are unable to predict how legislation or new regulations that may be adopted to address
greenhouse gas emissions would impact our business segments.
  Our industry is highly competitive, which could impede our growth.
  Utility T&D ®
  40




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##### Table of Contents



Our operating results could be adversely affected if our non-U.S. operations became taxable in the
United States.
  We are dependent upon the services of our executive management.
  Our storm restoration revenues are highly volatile and unpredictable, which could result in
substantial variations in, and uncertainties regarding, our results of operations generated by our
Utility T&D business.
 Utility T&D
 Seasonal variations and inclement weather may cause fluctuations in our operating results,
profitability, cash flow and working capital needs related to our Utility T&D segment.
 Utility T&D Utility T&D Utility
T&D
 We depend on our ability to protect our intellectual property and proprietary rights in our cable
restoration and testing businesses, and we cannot be certain of their confidentiality and
protection.
 ® ® ®
  41




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##### Table of Contents



We contribute to multi-employer plans that could result in liabilities to us if those plans are
terminated or we withdraw from those plans.
  RISKS RELATED TO OUR COMMON STOCK
 Our common stock, which is listed on the New York Stock Exchange, has from time to time experienced
significant price and volume fluctuations. These fluctuations are likely to continue in the future,
and you may not be able to resell your shares of common stock at or above the purchase price paid
by you.
  
    
    the risk factors described in this Item 1A;
 
    
    a shortfall in operating revenue or net income from that expected by securities
analysts and investors;
 
    
    changes in securities analysts estimates of our financial performance or the
financial performance of our competitors or companies in our industries generally;
 
    
    general conditions in our customers industries; and
 
    
    general conditions in the securities markets.
 Our certificate of incorporation and bylaws may inhibit a takeover, which may adversely affect the
performance of our stock.
  
    
    provide for a classified board of directors, which allows only one-third of our
directors to be elected each year;
 
    
    deny stockholders the ability to take action by written consent;
 
    
    establish advance notice requirements for nominations for election to our Board
of Directors and business to be brought by stockholders before any meeting of the
stockholders;
 
    
    provide that special meetings of stockholders may be called only by our Board
of Directors, Chairman, Chief Executive Officer or President; and
 
    
    authorize our Board of Directors to designate the terms of and issue new series
of preferred stock.
 Future sales of our common stock may depress our stock price.
   42




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##### Table of Contents



In the event we issue stock as consideration for certain acquisitions or to fund our corporate
activities, we may dilute share ownership.
  Our prior sale of common stock, warrants and convertible notes, and our outstanding warrants and
convertible notes may lead to further dilution of our issued and outstanding stock.
   
 Item 1B.
    
    Unresolved Staff Comments
  
 Item 3.
    
    Legal Proceedings
    43




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Item 4.
    
    Reserved
 
 Item 4A.
    
    Executive Officers of the Registrant
  Name
    
    Age
    
    
    Position(s)Robert R. Harl
    
    
    60
    
    
    Director, President and Chief Executive OfficerVan A. Welch
    
    
    56
    
    
    Senior Vice President and Chief Financial OfficerJames L. Gibson
    
    
    60
    
    
    Senior Vice President and Chief Operating OfficerPeter W. Arbour
    
    
    62
    
    
    Senior Vice President and General CounselJ. Robert Berra
    
    
    43
    
    
    Executive Vice President, Sales & MarketingJerrit M. Coward
    
    
    42
    
    
    Senior Vice President and President of Upstream Oil & GasRichard E. Cellon
    
    
    54
    
    
    Senior Vice President and President of Downstream Oil & Gas
 Robert R. Harl
 Van A. Welch .
 James L. Gibson Downstream Oil & Gas
 Peter W. Arbour
  44




---



##### Table of Contents



J. Robert Berra
 Jerrit M. Coward Upstream Oil & Gas
 Richard
E. Cellon Downstream Oil & Gas Downstream Oil & Gas
  45




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##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  High
    
    
    LowFor the year ended December 31, 2010:First Quarter
    
    $
    18.51
    
    
    $
    11.57Second Quarter
    
    
    13.76
    
    
    
    8.93Third Quarter
    
    
    9.75
    
    
    
    6.80Fourth Quarter
    
    
    10.02
    
    
    
    6.84For the year ended December 31, 2009:First Quarter
    
    $
    11.64
    
    
    $
    5.85Second Quarter
    
    
    17.01
    
    
    
    9.21Third Quarter
    
    
    15.58
    
    
    
    10.78Fourth Quarter
    
    
    18.11
    
    
    
    12.59
  Dividend Policy
  Issuer Purchases of Equity Securities
  MaximumTotal Number of
    
    
    Number (orShares
    
    
    ApproximatePurchased as
    
    
    Dollar Value) ofPart of
    
    
    Shares That MayPublicly
    
    
    Yet BeTotal Number
    
    
    Average
    
    
    Announced
    
    
    Purchasedof Shares
    
    
    Price Paid
    
    
    Plans or
    
    
    Under the PlansPurchased(1)
    
    
    Per Share(2)
    
    
    Programs
    
    
    or ProgramsOctober 1, 2010  October 31, 2010
    
    
    950
    
    
    $
    9.46
    
    
    
    
    
    
    
    November 1, 2010  November 30, 2010
    
    
    12,780
    
    
    
    7.09
    
    
    
    
    
    
    
    December 1, 2010  December 31, 2010
    
    
    681
    
    
    
    9.82
    
    
    
    
    
    
    
    Total
    
    
    14,411
    
    
    $
    7.38
    
    
    
    
    
    
    
    
 (1)
    
    Represents shares of common stock acquired from certain of our officers and key
employees under the share withholding provisions of our 1996 Stock Plan and 2010 Stock and
Incentive Compensation Plan for the payment of taxes associated with the vesting of shares
of restricted stock granted under such plans.(2)
    
    The price paid per common share represents the closing sales price of a share of our
common stock as reported by the New York Stock Exchange on the day that the stock was
acquired by us.  46




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##### Table of Contents



Item 6.
    
    Selected Financial Data
 
 Year ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Statement of Operations Data:Contract revenue
    
    $
    1,192,412
    
    
    $
    1,259,773
    
    
    $
    1,912,704
    
    
    $
    947,691
    
    
    $
    543,259Operating expenses:Contract (1)
    
    
    1,080,391
    
    
    
    1,115,224
    
    
    
    1,650,156
    
    
    
    845,743
    
    
    
    496,271Amortization of intangibles(1)
    
    
    9,724
    
    
    
    6,515
    
    
    
    10,420
    
    
    
    794
    
    
    
    General and administrative(1)
    
    
    118,427
    
    
    
    82,345
    
    
    
    118,027
    
    
    
    68,071
    
    
    
    58,054Goodwill impairment
    
    
    60,000
    
    
    
    
    
    
    
    62,295
    
    
    
    
    
    
    
    Changes in fair value of
contingent earn-out liability
    
    
    (45,340
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other charges
    
    
    3,771
    
    
    
    12,694
    
    
    
    
    
    
    
    
    
    
    
    Acquisition costs
    
    
    10,055
    
    
    
    2,499
    
    
    
    
    
    
    
    
    
    
    
    Government fines
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    Operating income (loss)
    
    
    (44,616
    )
    
    
    40,496
    
    
    
    71,806
    
    
    
    11,083
    
    
    
    (11,066
    )Interest expense, net
    
    
    (27,565
    )
    
    
    (8,328
    )
    
    
    (9,032
    )
    
    
    (6,055
    )
    
    
    (11,820
    )Other income (expense)
    
    
    5,474
    
    
    
    819
    
    
    
    7,891
    
    
    
    (3,477
    )
    
    
    569Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,375
    )
    
    
    Income (loss) from continuing operations
before income taxes
    
    
    (66,707
    )
    
    
    32,987
    
    
    
    70,665
    
    
    
    (13,824
    )
    
    
    (22,317
    )Provision (benefit) for income taxes
    
    
    (36,150
    )
    
    
    8,734
    
    
    
    25,942
    
    
    
    14,503
    
    
    
    2,308Income (loss) from continuing operations
    
    
    (30,557
    )
    
    
    24,253
    
    
    
    44,723
    
    
    
    (28,327
    )
    
    
    (24,625
    )Income (loss) from discontinued operations
net of provision for income taxes
    
    
    (5,272
    )
    
    
    (4,613
    )
    
    
    745
    
    
    
    (21,414
    )
    
    
    (83,402
    )Net income (loss)
    
    
    (35,829
    )
    
    
    19,640
    
    
    
    45,468
    
    
    
    (49,741
    )
    
    
    (108,027
    )Less: Income attributable to noncontrolling
interest
    
    
    (1,207
    )
    
    
    (1,817
    )
    
    
    (1,836
    )
    
    
    (2,210
    )
    
    
    (1,036
    )Net income (loss) attributable to Willbros
Group, Inc.
    
    $
    (37,036
    )
    
    $
    17,823
    
    
    $
    43,632
    
    
    $
    (51,951
    )
    
    $
    (109,063
    )Reconciliation of net income attributable to
Willbros Group, Inc.Income (loss) from continuing operations
    
    $
    (31,764
    )
    
    $
    22,436
    
    
    $
    42,887
    
    
    $
    (30,537
    )
    
    $
    (25,661
    )Income (loss) from discontinued operations
    
    
    (5,272
    )
    
    
    (4,613
    )
    
    
    745
    
    
    
    (21,414
    )
    
    
    (83,402
    )Net income (loss) attributable to Willbros
Group, Inc.
    
    $
    (37,036
    )
    
    $
    17,823
    
    
    $
    43,632
    
    
    $
    (51,951
    )
    
    $
    (109,063
    )Basic income (loss) per share attributable to
Company shareholders:Continuing operations
    
    $
    (0.74
    )
    
    $
    0.58
    
    
    $
    1.12
    
    
    $
    (1.04
    )
    
    $
    (1.14
    )Discontinued operations
    
    
    (0.12
    )
    
    
    (0.12
    )
    
    
    0.02
    
    
    
    (0.73
    )
    
    
    (3.72
    )Net income (loss)
    
    $
    (0.86
    )
    
    $
    0.46
    
    
    $
    1.14
    
    
    $
    (1.77
    )
    
    $
    (4.86
    )Diluted income (loss) per share attributable
to Company shareholders:Continuing operations
    
    $
    (0.74
    )
    
    $
    0.58
    
    
    $
    1.10
    
    
    $
    (1.04
    )
    
    $
    (1.14
    )Discontinued operations
    
    
    (0.12
    )
    
    
    (0.12
    )
    
    
    0.02
    
    
    
    (0.73
    )
    
    
    (3.72
    )Net income (loss)
    
    $
    (0.86
    )
    
    $
    0.46
    
    
    $
    1.12
    
    
    $
    (1.77
    )
    
    $
    (4.86
    )Cash Flow Data:Cash provided by (used in):Operating activities
    
    $
    53,446
    
    
    $
    53,879
    
    
    $
    191,646
    
    
    $
    (15,793
    )
    
    $
    (102,587
    )Investing activities
    
    
    (404,651
    )
    
    
    (34,036
    )
    
    
    (11,725
    )
    
    
    (150,601
    )
    
    
    33,373Financing activities
    
    
    291,220
    
    
    
    (35,056
    )
    
    
    (60,044
    )
    
    
    219,340
    
    
    
    50,785Effect of exchange rate changes
    
    
    2,402
    
    
    
    6,135
    
    
    
    (5,001
    )
    
    
    2,297
    
    
    
    139Balance Sheet Data (at period end):Cash and cash equivalents
    
    $
    141,101
    
    
    $
    198,684
    
    
    $
    207,762
    
    
    $
    92,886
    
    
    $
    37,643Working capital
    
    
    269,500
    
    
    
    297,736
    
    
    
    280,441
    
    
    
    202,296
    
    
    
    171,616Total assets
    
    
    1,285,802
    
    
    
    728,378
    
    
    
    787,344
    
    
    
    778,391
    
    
    
    580,654Total liabilities
    
    
    762,262
    
    
    
    240,383
    
    
    
    343,209
    
    
    
    375,666
    
    
    
    478,830Total debt
    
    
    387,933
    
    
    
    104,037
    
    
    
    120,514
    
    
    
    141,578
    
    
    
    149,697Stockholders equity
    
    
    523,540
    
    
    
    487,995
    
    
    
    444,135
    
    
    
    402,725
    
    
    
    101,824Other Financial Data (excluding
discontinued operations):12 Month Backlog (at period end)(2)
    
    $
    946,315
    
    
    $
    389,350
    
    
    $
    655,494
    
    
    $
    1,305,441
    
    
    $
    602,272Capital expenditures, excluding acquisitions
    
    
    18,300
    
    
    
    13,107
    
    
    
    53,048
    
    
    
    74,548
    
    
    
    23,481EBITDA (3)
    
    
    75,816
    
    
    
    80,358
    
    
    
    185,059
    
    
    
    10,696
    
    
    
    897Number of employees (at period end):
    
    
    7,271
    
    
    
    3,714
    
    
    
    6,512
    
    
    
    5,475
    
    
    
    4,156
  47




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##### Table of Contents



(1)
    
    Historically, we have shown depreciation and amortization as a separate line item on our
Consolidated Statements of Operations. Effective for the fiscal year ended December 31, 2007,
depreciation and amortization related to operating activities is included in Contract and
depreciation and amortization related to general and administrative activities is included
General and Administrative (G&A). This change in presentation was made to bring our
presentation of financial results in line with our peers and provide greater comparability of
our results within the industry.(2)
    
    Backlog is anticipated contract revenue from uncompleted portions of existing contracts and
contracts whose award is reasonably assured.(3)
    
    EBITDA from continuing operations represents earnings from continuing operations before net
interest, income taxes, depreciation and amortization and impairment of intangible assets.
EBITDA from continuing operations is not intended to represent cash flows for the respective
period, nor has it been presented as an alternative to operating income from continuing
operations as an indicator of operating performance. It should not be considered in isolation
or as a substitute for measures of performance prepared in accordance with accounting
principles generally accepted in the United States. See our Consolidated Statements of Cash
Flows in our Consolidated Financial Statements included elsewhere in this Form 10-K. EBITDA
from continuing operations is included in this Form 10-K because it is one of the measures
through which we assess our financial performance. EBITDA from continuing operations as
presented may not be comparable to other similarly titled measures used by other companies. A
reconciliation of EBITDA from continuing operations to GAAP financial information is provided
in the table below. Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Reconciliation of non-GAAP financial measure:Income (loss) from continuing operations
attributable to Willbros Group, Inc.
    
    $
    (31,764
    )
    
    $
    22,436
    
    
    $
    42,887
    
    
    $
    (30,537
    )
    
    $
    (25,661
    )Interest expense, net
    
    
    27,565
    
    
    
    8,328
    
    
    
    9,032
    
    
    
    6,055
    
    
    
    11,820Provision (benefit) for income taxes
    
    
    (36,150
    )
    
    
    8,734
    
    
    
    25,942
    
    
    
    14,503
    
    
    
    2,308Depreciation and amortization
    
    
    56,165
    
    
    
    40,860
    
    
    
    44,903
    
    
    
    20,675
    
    
    
    12,430Goodwill impairment
    
    
    60,000
    
    
    
    
    
    
    
    62,295
    
    
    
    
    
    
    
    EBITDA from continuing operations
    
    $
    75,816
    
    
    $
    80,358
    
    
    $
    185,059
    
    
    $
    10,696
    
    
    $
    897
  48




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##### Table of Contents



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations (In
thousands, except share and per share amounts or unless otherwise noted)
   OVERVIEW
  2010 Year in Review
      49




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##### Table of Contents



Upstream Oil & Gas Downstream Oil & Gas
 Looking Forward to 2011
  1.
    
    Reduce debt by approximately $50 to $100 million to significantly reduce interest expense and provide
better financial flexibility. This should translate more of our EBITDA into earnings;
 2.
    
    Maintain our focus on North America. Our presence in the Canadian oil sands and the
U.S. electric transmission markets present the best growth opportunities for us. This
is where our key markets and resources come together to offer the best risk adjusted
returns. Currently, we are not planning to pursue large international projects like we did
in 2010;
 3.
    
    Continue to emphasize and improve our project management tools and capabilities. We
have large projects in backlog that can make a significant impact on our bottom line; and
 4.
    
    Remain focused on Safety. Our objective for the year is to reduce injuries by 50
percent. We differentiate Willbros on this value both as an employer and as a provider of
services.
 These objectives overarch actions already underway including:
 
    
    Fully integrating InfrastruX into Willbros;
 
    
    Adapting our Upstream business to meet changing market conditions and
execute the newly awarded and currently underway Acadian project to the same
standards as FEP;
 
    
    Reducing operating costs and creating efficiencies that will enhance
our competitiveness and improve our bottom line; and
 
    
    Continue moving our model to an operating company structure while
fostering a common set of values and culture.
  Downstream Oil & Gas
   50




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##### Table of Contents



Our Strategy
  
    
    Stabilizing our revenue stream with recurring services;
 
    
    Focusing on managing risk;
 
    
    Leveraging our industry position and reputation into a broader service offering;
 
    
    Maintaining financial flexibility; and
 
    
    Leveraging our core service expertise into additional full EPC contracts.
  Significant Developments
 Fayetteville Express Project (FEP).
 Williams Energy Canada Boreal Pipeline.
 InfrastruX Acquisition. Utility T&D
 Utility T&D
  Pembina Pump Stations.
  51




---



##### Table of Contents



NAVFAC Task Orders.
 Nipisi Pipeline Project.
 Oxy Elk Hills. Upstream Oil & Gas
 McKee Flare Gas Recovery. Downstream Oil & Gas
 Defense Logistics.
 BP Solar Project. Utility T&D
 Central Maine Power Utility T&D
 Bangor Hydro Project Utility T&D
 Haynesville Extension Acadian Pipeline
  52




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##### Table of Contents



Financial Summary
 Downstream Oil & Gas
 Change inFair Value of
    
    
    
    
    
    
    BeforeAs
    
    
    Contingent
    
    
    Goodwill
    
    
    SpecialReported
    
    
    Earnout
    
    
    Impairment
    
    
    Items(1)Three Months Ended December 31, 2010Operating income (loss)
    
    $
    (87,406
    )
    
    $
    
    
    
    $
    48,000
    
    
    $
    (39,406
    )Net income (loss) from
continuing operations
    
    $
    (66,302
    )
    
    $
    
    
    
    $
    28,800
    
    
    $
    (37,502
    )Diluted income (loss) per share
from continuing operations
    
    $
    (1.41
    )
    
    $
    
    
    
    $
    0.61
    
    
    $
    (0.80
    )Fully diluted shares, as reported
    
    
    47,099,756
    
    
    
    47,099,756
    
    
    
    47,099,756
    
    
    
    47,099,756Year Ended December 31, 2010Operating income (loss)
    
    $
    (44,616
    )
    
    $
    (45,340
    )
    
    $
    60,000
    
    
    $
    (29,956
    )Net income (loss) from
continuing operations
    
    $
    (31,764
    )
    
    $
    (45,340
    )
    
    $
    36,000
    
    
    $
    (41,104
    )Diluted income (loss) per share
from continuing operations
    
    $
    (0.74
    )
    
    $
    (1.05
    )
    
    $
    0.83
    
    
    $
    (0.96
    )Fully diluted shares, as reported
    
    
    43,013,934
    
    
    
    43,013,934
    
    
    
    43,013,934
    
    
    
    43,013,934
 (1)
    
    Operating income (loss) before Special Items,
Net income (loss) from
continuing operations before Special Items and Diluted income (loss) per share from
continuing operations before Special Items, non-GAAP financial measures, exclude
items that management believes affect the comparison of results for the periods
discussed below. Management also believes results excluding these items are more
comparable to estimates provided by securities analysts and therefore are useful in
evaluating operational trends of the Company and its performance relative to other
engineering and construction companies. There were no Special Items during 2009. Full Year 2010 Results
 Upstream Oil & Gas Utility T&D
 Upstream Oil & Gas Downstream Oil & Gas Upstream Oil & Gas Downstream Oil & Gas Upstream Oil & Gas
 Utility T&D
    53




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Fourth Quarter 2010 Results
    Other Financial Measures
 Backlog
   Utility T&D
  54




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##### Table of Contents



Utility T&D Upstream Oil & Gas Downstream Oil & Gas
 Upstream Oil & Gas
 Downstream Oil & Gas
 Utility T&D Utility T&D
 Upstream Oil & Gas Utility T&D Utility T&D Upstream Oil & Gas
   As of December 31,2010
    
    
    200912 Month
    
    
    Percent
    
    
    Total
    
    
    Percent
    
    
    12 Month
    
    
    Percent
    
    
    Total
    
    
    PercentUpstream Oil & Gas
    
    $
    311,326
    
    
    
    32.9
    %
    
    $
    653,671
    
    
    
    30.0
    %
    
    $
    243,194
    
    
    
    62.5
    %
    
    $
    283,130
    
    
    
    66.0
    %Downstream Oil & Gas
    
    
    107,077
    
    
    
    11.3
    %
    
    
    107,077
    
    
    
    5.0
    %
    
    
    146,156
    
    
    
    37.5
    %
    
    
    146,156
    
    
    
    34.0
    %Utility T&D
    
    
    527,912
    
    
    
    55.8
    %
    
    
    1,415,279
    
    
    
    65.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Total backlog
    
    $
    946,315
    
    
    
    100.0
    %
    
    $
    2,176,027
    
    
    
    100.0
    %
    
    $
    389,350
    
    
    
    100.0
    %
    
    $
    429,286
    
    
    
    100.0
    %
 EBITDA and Adjusted EBITDA from Continuing Operations
   55




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##### Table of Contents




    
    Comparing normalized operating results with corresponding historical periods and
with the operational performance of other companies in our industry; and
 
    
    Presentations made to analysts, investment banks and other members of the financial
community who use this information in order to make investment decisions about us.
    Year Ended December 31,2010
    
    
    2009
    
    
    2008Net income from continuing operations attributable
to Willbros Group, Inc.
    
    $
    (31,764
    )
    
    $
    22,436
    
    
    $
    42,887Interest, net
    
    
    27,565
    
    
    
    8,328
    
    
    
    9,032Provision (benefit) for income taxes
    
    
    (36,150
    )
    
    
    8,734
    
    
    
    25,942Depreciation and amortization
    
    
    56,165
    
    
    
    40,860
    
    
    
    44,903Goodwill impairment
    
    
    60,000
    
    
    
    
    
    
    
    62,295EBITDA
    
    
    75,816
    
    
    
    80,358
    
    
    
    185,059Changes in fair value of contingent earnout liability
    
    
    (45,340
    )
    
    
    
    
    
    
    DOJ monitor cost
    
    
    4,002
    
    
    
    2,582
    
    
    
    530Stock based compensation
    
    
    7,957
    
    
    
    9,549
    
    
    
    11,652Restructuring and reorganization costs
    
    
    3,771
    
    
    
    12,694
    
    
    
    Acquisition related costs
    
    
    10,055
    
    
    
    2,499
    
    
    
    (Gains) on sales of equipment
    
    
    (3,538
    )
    
    
    (1,082
    )
    
    
    (7,081
    )Noncontrolling interest
    
    
    1,207
    
    
    
    1,817
    
    
    
    1,836Adjusted EBITDA
    
    $
    53,930
    
    
    $
    108,417
    
    
    $
    191,996
  56




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Discontinued Operations
  Transition Services Agreement (TSA)
  Parent Company Guarantees
   RESULTS OF OPERATIONS
   Fiscal Year Ended December 31, 2010 Compared to Fiscal Year Ended December 31, 2009
 Contract Revenue
  Year Ended December 31,Increase
    
    
    Percent2010
    
    
    2009
    
    
    (Decrease)
    
    
    ChangeUpstream Oil & Gas
    
    $
    573,796
    
    
    $
    982,523
    
    
    $
    (408,727
    )
    
    
    (41.6
    )%Downstream Oil & Gas
    
    
    301,104
    
    
    
    277,250
    
    
    
    23,854
    
    
    
    8.6
    %Utility T&D
    
    
    317,512
    
    
    
    N/A
    
    
    
    317,512
    
    
    
    100.0
    %Total
    
    $
    1,192,412
    
    
    $
    1,259,773
    
    
    $
    (67,361
    )
    
    
    (5.3
    )%
 Upstream
Oil & Gas
  57




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##### Table of Contents



Upstream Oil & Gas
   Downstream Oil & Gas
     58




---



##### Table of Contents



Upstream Oil & Gas Downstream Oil & Gas
 Utility T&D
 Operating Income
  Operating
    
    
    
    
    
    
    Operating
    
    
    
    
    
    
    Percent2010(1)
    
    
    Margin %
    
    
    2009
    
    
    Margin %
    
    
    Change
    
    
    ChangeUpstream Oil & Gas
    
    $
    11,714
    
    
    
    2.0
    %
    
    $
    39,997
    
    
    
    4.1
    %
    
    $
    (28,283
    )
    
    
    (70.7
    )%Downstream Oil & Gas
    
    
    (75,215
    )
    
    
    (25.0
    )%
    
    
    499
    
    
    
    0.2
    %
    
    
    (75,714
    )
    
    
    (15,173.1
    )%Utility T&D
    
    
    (26,455
    )
    
    
    (8.3
    )%
    
    
    N/A
    
    
    
    N/A
    
    
    
    (26,455
    )
    
    
    (100.0
    )%Total
    
    $
    (89,956
    )
    
    
    (7.5
    )%
    
    $
    40,496
    
    
    
    3.2
    %
    
    $
    (130,452
    )
    
    
    (322.1
    )%
 (1)
    
    This table does not reflect change in fair value of contingent earnout consideration of
$45,340 in 2010 which is included in operating results. The change in fair value of contingent
earnout consideration was characterized as a corporate change in estimate and is not allocated to
the reporting segments. Upstream
Oil & Gas
   59




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##### Table of Contents



Downstream Oil & Gas
 Downstream Oil & Gas
  Utility T&D
     60




---



##### Table of Contents



Non-Operating Items
 Interest, net
 Other, net
 Provision
for income taxes
 Income (Loss) from Discontinued Operations, Net of Taxes
 Income (loss) from discontinued operations, net of taxes
  61




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##### Table of Contents



Fiscal Year Ended December 31, 2009 Compared to Fiscal Year Ended December 31, 2008
 Contract Revenue
 Upstream Oil & Gas Downstream Oil & Gas
 Year Ended December 31,Percent2009
    
    
    2008
    
    
    Decrease
    
    
    ChangeUpstream Oil & Gas
    
    $
    982,523
    
    
    $
    1,545,629
    
    
    $
    (563,106
    )
    
    
    (36.4
    )%Downstream Oil & Gas
    
    
    277,250
    
    
    
    367,075
    
    
    
    (89,825
    )
    
    
    (24.5
    )%Total
    
    $
    1,259,773
    
    
    $
    1,912,704
    
    
    $
    (652,931
    )
    
    
    (34.1
    )%
 Upstream Oil & Gas Upstream Oil & Gas
     Downstream Oil & Gas
    62




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##### Table of Contents



Operating Income
  Year Ended December 31,Operating
    
    
    
    
    
    
    Operating
    
    
    
    
    
    
    Percent2009
    
    
    Margin %
    
    
    2008
    
    
    Margin %
    
    
    Change
    
    
    ChangeUpstream Oil & Gas
    
    $
    39,997
    
    
    
    4.1
    %
    
    $
    110,885
    
    
    
    7.2
    %
    
    $
    (70,888
    )
    
    
    (63.9
    )%Downstream Oil & Gas
    
    
    499
    
    
    
    0.2
    %
    
    
    (39,079
    )
    
    
    (10.6
    )%
    
    
    39,578
    
    
    
    101.3
    %Total
    
    $
    40,496
    
    
    
    3.2
    %
    
    $
    71,806
    
    
    
    3.8
    %
    
    $
    (31,310
    )
    
    
    (43.6
    )%
 Upstream Oil & Gas
 Upstream Oil & Gas
    63




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##### Table of Contents



Downstream Oil & Gas
   Downstream Oil & Gas
 Non-Operating Items
 Interest, net
 Other, net
 Provision for income taxes
 Income (Loss) from Discontinued Operations, Net of Taxes
 Income (loss) from discontinued operations, net of taxes
  64




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Upstream Oil & Gas Utility T&D
  Additional Sources and Uses of Capital
 2010 Credit Facility
   
    
    minimum interest coverage ratio;
 
    
    maximum total leverage ratio;
 
    
    minimum tangible net worth;
 
    
    debt incurrence test;
 
    
    minimum consolidated EBITDA and a minimum cash balance during the Interim Period;
 
    
    limitations on capital expenditures during the Interim Period, $60,000, and the
greater of $70,000 or 25% of EBTIDA thereafter;
 
    
    limitations on indebtedness;
 
    
    limitations on liens;
 
    
    limitations on certain asset sales and dispositions; and
 
    
    limitations on certain acquisitions and asset purchases if certain liquidity levels
are not maintained.
  65




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##### Table of Contents



Cash Flows
   Operating Activities
  
    
    an increase in cash flow provided by working
capital accounts of $57,032. This increase
was driven primarily by improvement of our cash collection efforts during the fourth
quarter of 2010 as evidenced by our reduction in days sales outstanding from 91 days at
December 31, 2009 to 83 days at December 31, 2010. This increase can also
be attributed to
a greater focus on our overall working capital management by aligning payments on
obligations with current contractual
arrangements. This was almost entirely offset by
 
    
    an increase in the cash consumed by continuing
operations of $56,164, net of non-cash
effects, which includes a $60,000 goodwill impairment charge and a $45,340 reduction in the
contingent earnout liablity.
  66




---



##### Table of Contents



Investing Activities
  
    
    $18,300 used for capital expenditures, offset by $18,331 of proceeds from the sale
of under-utilized equipment. The newly acquired Utility T&Dsegment contributed capital
expenditures of $6,437.
 
    
    $421,182 of net cash used for the third quarter acquisition of InfrastruX.
 
    
    $16,500 in net cash provided from the maturities of short-term investments during
2010.
  Financing Activities
  
    
    $282,000 in net proceeds after the $18,000 original issue discount provided from the
Term Loan issued in connection with the funding of the InfrastruX acquisition; and
 
    
    $58,078 in proceeds received from the issuance of common stock which was used to fund
the purchase of InfrastruX, offset by additional debt issuance costs of $16,238 for the new
2010 Credit Facility and Term Loan completed concurrently with our acquisition of
InfrastruX.
  Discontinued Operations
  Capital Requirements
 Upstream Oil & Gas Downstream Oil &
Gas Utility T&D,
  67




---



##### Table of Contents




    
    providing working capital for projects in process and those scheduled to begin in 2011;
 
    
    funding of our 2011 capital budget of approximately $29,700, inclusive of $960 of
carry-forward from 2010;
 
    
    redeeming of $59,357 of our 2.75% Notes (see Contractual Obligations
below); and
 
    
    making the final installment payment to the government related to fines and profit
disgorgement.
  Contractual Obligations
  Payments Due By PeriodLess than
    
    
    1-3
    
    
    4-5
    
    
    More thanTotal
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsTerm Loan
    
    $
    299,250
    
    
    $
    15,000
    
    
    $
    30,000
    
    
    $
    254,250
    
    
    $
    Convertible notes
    
    
    91,407
    
    
    
    59,357
    
    
    
    32,050
    
    
    
    
    
    
    
    Capital lease obligations
    
    
    15,262
    
    
    
    8,743
    
    
    
    6,470
    
    
    
    49
    
    
    
    Operating lease obligations
    
    
    143,175
    
    
    
    39,581
    
    
    
    54,372
    
    
    
    22,620
    
    
    
    26,602Equipment financing obligations
    
    
    2,118
    
    
    
    1,343
    
    
    
    775
    
    
    
    
    
    
    
    Contingent earnout
    
    
    10,000
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    Government obligations
    
    
    6,575
    
    
    
    6,575
    
    
    
    
    
    
    
    
    
    
    
    Uncertain tax liabilities
    
    
    4,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    572,653
    
    
    $
    130,599
    
    
    $
    133,667
    
    
    $
    276,919
    
    
    $
    26,602
     68




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##### Table of Contents



Off-Balance Sheet Arrangements and Commercial Commitments
    Expiration Per PeriodTotal
    
    
    Less than
    
    
    
    
    
    
    More ThanCommitment
    
    
    1 year
    
    
    1-2 Years
    
    
    2 YearsLetters of credit:U.S.  performance
    
    $
    23,023
    
    
    $
    23,023
    
    
    $
    
    
    
    $
    Canada  performance
    
    
    2,657
    
    
    
    2,657
    
    
    
    
    
    
    
    Other  performance and retention
    
    
    124
    
    
    
    124
    
    
    
    
    
    
    
    Total letters of credit
    
    
    25,804
    
    
    
    25,804
    
    
    
    
    
    
    
    U.S. surety bonds  primarily performance
    
    
    530,152
    
    
    
    485,788
    
    
    
    44,364
    
    
    
    Total commercial commitments
    
    $
    555,956
    
    
    $
    511,592
    
    
    $
    44,364
    
    
    $
    
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   69




---



##### Table of Contents



Revenue
     Goodwill and Other Intangible Assets
   70




---



##### Table of Contents



Impairment
of Long-Lived Assets and Intangible Assets with Finite Lives
  Impairment of Goodwill
  Downstream Oil & Gas
  Step One Summary
    
    
    
    
    
    
    
    
    
    Excess /
    
    
    Associated
    
    
    ImpliedReporting Unit
    
    Fair Value
    
    
    Carrying Value
    
    
    (Deficit)
    
    
    Goodwill(2)
    
    
    ImpairmentDownstream Oil & Gas
    
    $
    87,000
    
    
    $
    146,846
    
    
    $
    (59,846
    )
    
    $
    61,754
    
    
    YesUpstream Oil & Gas
    
    
    219,700
    
    
    
    191,958
    
    
    
    27,742
    
    
    
    13,177
    
    
    NoUtility T&D(1)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    184,822
    
    
    No
 (1)
    
    Under GAAP, a company has up to one year subsequent to closing an acquisition to
perform its annual testing for goodwill impairment, unless indicators of an impairment exist. We
closed on the acquisition of InfrastruX, or Utility T&D,during the third quarter of 2010. No
indicators of impairment, including the events that led to the
reduction in the contingent earnout liability, for the Utility T&D segment were identified by management during the
fourth quarter of 2010. Accordingly, we have excluded them from our 2010 annual assessment of
goodwill. We will perform impairment testing for this segment during the second quarter of 2011,
or earlier should we identify any indicators of impairment.(2)
    
    Represents goodwill prior to fourth quarter write-downs. Downstream Oil & Gas Upstream Oil & Gas
  71




---



##### Table of Contents



Downstream Oil & Gas
 Utility
T&D Downstream Oil & Gas Upstream
Oil & Gas
 Leases
  Interest Rate Contracts
    Insurance
   Income Taxes
   72




---



##### Table of Contents



ACCOUNTING PRONOUNCEMENTS
 Recently Adopted
     73




---



##### Table of Contents



Recently Proposed
  EFFECTS OF INFLATION AND CHANGING PRICES
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
     74




---



##### Table of Contents



75




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
 Index to Consolidated Financial Statements
 PageConsolidated Financial Statements of Willbros Group, Inc. and SubsidiariesReports of Independent Registered Public Accounting Firm
    
    
    77Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    80Consolidated Statements of Operations for the years ended
December 31, 2010, 2009 and 2008
    
    
    81Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for
the years ended December 31, 2010, 2009 and 2008
    
    
    82Consolidated Statements of Cash Flows for the years ended
December 31, 2010, 2009 and 2008
    
    
    84Notes to Consolidated Financial Statements for the years ended
December 31, 2010, 2009 and 2008
    
    
    86
  76




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework ) Utility T&D
  
  77




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework Utility T&D
       78




---



##### Table of Contents



Internal ControlIntegrated Framework
   
  79




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##### Table of Contents



WILLBROS GROUP, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
 December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    141,101
    
    
    $
    198,684Short-term investments
    
    
    
    
    
    
    16,559Accounts receivable, net
    
    
    319,874
    
    
    
    162,414Contract cost and recognized income not yet billed
    
    
    35,059
    
    
    
    45,009Prepaid expenses
    
    
    54,831
    
    
    
    15,416Parts and supplies inventories
    
    
    10,108
    
    
    
    4,666Deferred income taxes
    
    
    11,004
    
    
    
    2,875Assets of discontinued operations
    
    
    240
    
    
    
    692Assets held for sale
    
    
    18,867
    
    
    
    Total current assets
    
    
    591,084
    
    
    
    446,315Property, plant and equipment, net
    
    
    229,179
    
    
    
    132,879Goodwill
    
    
    211,753
    
    
    
    85,775Other intangible assets, net
    
    
    195,457
    
    
    
    36,772Deferred income taxes
    
    
    16,570
    
    
    
    25,034Other assets
    
    
    41,759
    
    
    
    1,603Total assets
    
    $
    1,285,802
    
    
    $
    728,378LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    214,062
    
    
    $
    81,470Contract billings in excess of cost and recognized income
    
    
    16,470
    
    
    
    11,336Current portion of capital lease obligations
    
    
    5,371
    
    
    
    5,824Notes payable and current portion of other long-term debt
    
    
    71,594
    
    
    
    31,450Current portion of government obligations
    
    
    6,575
    
    
    
    6,575Accrued income taxes
    
    
    2,356
    
    
    
    1,605Other current liabilities
    
    
    4,832
    
    
    
    9,968Liabilities of discontinued operations
    
    
    324
    
    
    
    351Total current liabilities
    
    
    321,584
    
    
    
    148,579Long-term debt
    
    
    305,227
    
    
    
    56,071Capital lease obligations
    
    
    5,741
    
    
    
    10,692Contingent earnout
    
    
    10,000
    
    
    
    Long-term portion of government obligations
    
    
    
    
    
    
    6,575Long-term liabilities for unrecognized tax benefits
    
    
    4,866
    
    
    
    5,512Deferred income taxes
    
    
    76,020
    
    
    
    11,356Other long-term liabilities
    
    
    38,824
    
    
    
    1,598Total liabilities
    
    
    762,262
    
    
    
    240,383Contingencies and commitments (Note 16)Stockholders equity:Preferred stock, par value $.01 per share,
1,000,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, par value $.05 per share, 70,000,000 shares
authorized (70,000,000 at December 31, 2009) and 48,546,817
shares issued at December 31, 2010 (40,106,498 at
December 31, 2009)
    
    
    2,427
    
    
    
    2,005Additional paid-in capital
    
    
    674,173
    
    
    
    607,299Accumulated deficit
    
    
    (161,824
    )
    
    
    (124,788
    )Treasury stock at cost, 629,320 shares at December 31, 2010
(510,187 at December 31, 2009)
    
    
    (10,045
    )
    
    
    (9,045
    )Accumulated other comprehensive income
    
    
    17,938
    
    
    
    11,725Total Willbros Group, Inc. stockholders equity
    
    
    522,669
    
    
    
    487,196Noncontrolling interest
    
    
    871
    
    
    
    799Total stockholders equity
    
    
    523,540
    
    
    
    487,995Total liabilities and stockholders equity
    
    $
    1,285,802
    
    
    $
    728,378
   80




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##### Table of Contents



WILLBROS GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except share and per share amounts)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Contract revenue
    
    $
    1,192,412
    
    
    $
    1,259,773
    
    
    $
    1,912,704Operating expenses:Contract
    
    
    1,080,391
    
    
    
    1,115,224
    
    
    
    1,650,156Amortization of intangibles
    
    
    9,724
    
    
    
    6,515
    
    
    
    10,420General and administrative
    
    
    118,427
    
    
    
    82,345
    
    
    
    118,027Goodwill impairment
    
    
    60,000
    
    
    
    
    
    
    
    62,295Changes in fair value of contingent earnout liability
    
    
    (45,340
    )
    
    
    
    
    
    
    Acquisition costs
    
    
    10,055
    
    
    
    2,499
    
    
    
    Other charges
    
    
    3,771
    
    
    
    12,694
    
    
    
    1,237,028
    
    
    
    1,219,277
    
    
    
    1,840,898Operating income (loss)
    
    
    (44,616
    )
    
    
    40,496
    
    
    
    71,806Other income (expense):Interest income
    
    
    755
    
    
    
    1,966
    
    
    
    3,547Interest expense
    
    
    (28,320
    )
    
    
    (10,294
    )
    
    
    (12,579
    )Other, net
    
    
    5,474
    
    
    
    819
    
    
    
    7,891(22,091
    )
    
    
    (7,509
    )
    
    
    (1,141
    )Income (loss) from continuing operations
before income taxes
    
    
    (66,707
    )
    
    
    32,987
    
    
    
    70,665Provision (benefit) for income taxes
    
    
    (36,150
    )
    
    
    8,734
    
    
    
    25,942Income (loss) from continuing operations
    
    
    (30,557
    )
    
    
    24,253
    
    
    
    44,723Income (loss) from discontinued operations net of
provisions for income taxes
    
    
    (5,272
    )
    
    
    (4,613
    )
    
    
    745Net income (loss)
    
    
    (35,829
    )
    
    
    19,640
    
    
    
    45,468Less: Income attributable to noncontrolling interest
    
    
    (1,207
    )
    
    
    (1,817
    )
    
    
    (1,836
    )Net income (loss) attributable to Willbros
Group, Inc.
    
    $
    (37,036
    )
    
    $
    17,823
    
    
    $
    43,632Reconciliation of net income attributable to Willbros
Group, Inc.Income (loss) from continuing operations
    
    $
    (31,764
    )
    
    $
    22,436
    
    
    $
    42,887Income (loss) from discontinued operations
    
    
    (5,272
    )
    
    
    (4,613
    )
    
    
    745Net income (loss) attributable to Willbros
Group, Inc.
    
    $
    (37,036
    )
    
    $
    17,823
    
    
    $
    43,632Basic income (loss) per share attributable to Company
Shareholders:Income (loss) from continuing operations
    
    $
    (0.74
    )
    
    $
    0.58
    
    
    $
    1.12Income (loss) from discontinued operations
    
    
    (0.12
    )
    
    
    (0.12
    )
    
    
    0.02Net income (loss)
    
    $
    (0.86
    )
    
    $
    0.46
    
    
    $
    1.14Diluted income (loss) per share attributable to Company
Shareholders:Income (loss) from continuing operations
    
    $
    (0.74
    )
    
    $
    0.58
    
    
    $
    1.11Income (loss) from discontinued operations
    
    
    (0.12
    )
    
    
    (0.12
    )
    
    
    0.02Net Income (loss)
    
    $
    (0.86
    )
    
    $
    0.46
    
    
    $
    1.13Weighted average number of common
shares outstanding:Basic
    
    
    43,013,934
    
    
    
    38,687,594
    
    
    
    38,269,248Diluted
    
    
    43,013,934
    
    
    
    38,883,077
    
    
    
    38,764,167
   81




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##### Table of Contents



WILLBROS GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
 (In thousands, except share and per share amounts)
 Accumulated
    
    
    TotalOther
    
    
    Stock-Compre-
    
    
    holders
    
    
    
    
    
    
    TotalAdditional
    
    
    
    
    
    
    
    
    
    
    hensive
    
    
    Equity
    
    
    Non-
    
    
    Stock-Common Stock
    
    
    Paid-in
    
    
    Accumul-
    
    
    Treasury
    
    
    Income
    
    
    Willbros
    
    
    controlling
    
    
    holdersShares
    
    
    Par Value
    
    
    Capital
    
    
    ated Deficit
    
    
    Stock
    
    
    (Loss)
    
    
    Group, Inc.
    
    
    Interest
    
    
    EquityBalance, December 31, 2007
    
    
    38,276,545
    
    
    
    1,913
    
    
    
    571,827
    
    
    
    (186,243
    )
    
    
    (3,298
    )
    
    
    17,199
    
    
    
    401,398
    
    
    
    1,327
    
    
    
    402,725Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,632
    
    
    
    
    
    
    
    
    
    
    
    43,632
    
    
    
    1,836
    
    
    
    45,468Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,635
    )
    
    
    (21,635
    )
    
    
    
    
    
    
    (21,635
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,997
    
    
    
    1,836
    
    
    
    23,833Discount amortization of convertible notes
    
    
    
    
    
    
    
    
    
    
    1,122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,122
    
    
    
    
    
    
    
    1,122Dividend distribution to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,584
    )
    
    
    (1,584
    )Stock-based compensation (excluding tax benefit)
    
    
    
    
    
    
    
    
    
    
    11,652
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,652
    
    
    
    
    
    
    
    11,652Stock-based compensation tax benefit
    
    
    
    
    
    
    
    
    
    
    2,691
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,691
    
    
    
    
    
    
    
    2,691Deferred restricted stock rights issuance
    
    
    225,000
    
    
    
    11
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock grants
    
    
    552,159
    
    
    
    28
    
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting of restricted stock rights
    
    
    23,603
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additions to treasury stock, vesting and forfeitures of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,717
    )
    
    
    
    
    
    
    (4,717
    )
    
    
    
    
    
    
    (4,717
    )Exercise of stock options
    
    
    53,000
    
    
    
    3
    
    
    
    681
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    684
    
    
    
    
    
    
    
    684Expenses of a public offering
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    (251
    )Stock issued on conversion of 2.75% Convertible Senior Notes
    
    
    443,913
    
    
    
    22
    
    
    
    7,958
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,980
    
    
    
    
    
    
    
    7,980Balance, December 31, 2008
    
    
    39,574,220
    
    
    
    1,978
    
    
    
    595,640
    
    
    
    (142,611
    )
    
    
    (8,015
    )
    
    
    (4,436
    )
    
    
    442,556
    
    
    
    1,579
    
    
    
    444,135Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,823
    
    
    
    
    
    
    
    
    
    
    
    17,823
    
    
    
    1,817
    
    
    
    19,640Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,161
    
    
    
    16,161
    
    
    
    
    
    
    
    16,161Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,984
    
    
    
    1,817
    
    
    
    35,801Dividend distribution to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,597
    )
    
    
    (2,597
    )Stock-based compensation (excluding tax benefit)
    
    
    
    
    
    
    
    
    
    
    13,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,231
    
    
    
    
    
    
    
    13,231Stock-based compensation tax benefit (deficiency)
    
    
    
    
    
    
    
    
    
    
    (1,735
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,735
    )
    
    
    
    
    
    
    (1,735
    )Restricted stock grants
    
    
    477,079
    
    
    
    24
    
    
    
    (24
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting of restricted stock rights
    
    
    37,699
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additions to treasury stock, vesting and forfeitures of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,030
    )
    
    
    
    
    
    
    (1,030
    )
    
    
    
    
    
    
    (1,030
    )Exercise of stock options
    
    
    17,500
    
    
    
    1
    
    
    
    189
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190
    
    
    
    
    
    
    
    190Balance, December 31, 2009
    
    
    40,106,498
    
    
    $
    2,005
    
    
    $
    607,299
    
    
    $
    (124,788
    )
    
    $
    (9,045
    )
    
    $
    11,725
    
    
    $
    487,196
    
    
    $
    799
    
    
    $
    487,995
  82




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WILLBROS GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share amounts)
 Accumulated
    
    
    TotalOther
    
    
    Stock-Compre-
    
    
    holders
    
    
    
    
    
    
    TotalAdditional
    
    
    
    
    
    
    
    
    
    
    hensive
    
    
    Equity
    
    
    Non-
    
    
    Stock-Common Stock
    
    
    Paid-in
    
    
    Accumul-
    
    
    Treasury
    
    
    Income
    
    
    Willbros
    
    
    controlling
    
    
    holdersShares
    
    
    Par Value
    
    
    Capital
    
    
    ated Deficit
    
    
    Stock
    
    
    (Loss)
    
    
    Group, Inc.
    
    
    Interest
    
    
    EquityBalance, December 31, 2009
    
    
    40,106,498
    
    
    $
    2,005
    
    
    $
    607,299
    
    
    $
    (124,788
    )
    
    $
    (9,045
    )
    
    $
    11,725
    
    
    $
    487,196
    
    
    $
    799
    
    
    $
    487,995Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,036
    )
    
    
    
    
    
    
    
    
    
    
    (37,036
    )
    
    
    1,207
    
    
    
    (35,829
    )Foreign currency translation adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,194
    
    
    
    6,194
    
    
    
    
    
    
    
    6,194Derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    19
    
    
    
    
    
    
    
    19Total comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,823
    )
    
    
    
    
    
    
    (29,616
    )Dividend declared and distributed to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    (1,135
    )Amortization of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    8,404
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,404
    
    
    
    
    
    
    
    8,404Stock-based compensation tax benefit
    
    
    
    
    
    
    
    
    
    
    (956
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (956
    )
    
    
    
    
    
    
    (956
    )Stock issued under share-based compensation plans
    
    
    517,011
    
    
    
    26
    
    
    
    1,744
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,770
    
    
    
    
    
    
    
    1,770Stock issued in connection with acquisition of InfrastruX
    
    
    7,923,308
    
    
    
    396
    
    
    
    57,682
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,078
    
    
    
    
    
    
    
    58,078Additions to treasury stock, vesting and forfeitures of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    (1,000
    )Balance, December 31, 2010
    
    
    48,546,817
    
    
    $
    2,427
    
    
    $
    674,173
    
    
    $
    (161,824
    )
    
    $
    (10,045
    )
    
    $
    17,938
    
    
    $
    522,669
    
    
    $
    871
    
    
    $
    523,540
   83




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##### Table of Contents



WILLBROS GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands, except share and per share amounts)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    (35,829
    )
    
    $
    19,640
    
    
    $
    45,468Reconciliation of net income (loss) to net cash provided by (used in)
operating activities:(Income) loss from discontinued operations, net
    
    
    5,272
    
    
    
    4,613
    
    
    
    (745
    )Depreciation and amortization
    
    
    56,165
    
    
    
    40,860
    
    
    
    44,903Goodwill impairment
    
    
    60,000
    
    
    
    
    
    
    
    62,295Changes in fair value of contingent earnout liability
    
    
    (45,340
    )
    
    
    
    
    
    
    Stock-based compensation
    
    
    8,404
    
    
    
    13,231
    
    
    
    11,652Deferred income tax provision
    
    
    (30,669
    )
    
    
    (1,193
    )
    
    
    (9,546
    )Other non-cash
    
    
    8,653
    
    
    
    5,669
    
    
    
    (3,271
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (33,396
    )
    
    
    38,947
    
    
    
    48,291Contract cost and recognized income not yet billed
    
    
    7,081
    
    
    
    27,586
    
    
    
    (19,571
    )Prepaid expenses and other assets
    
    
    3,755
    
    
    
    1,618
    
    
    
    7,722Accounts payable and accrued liabilities
    
    
    35,427
    
    
    
    (84,426
    )
    
    
    6,975Accrued income taxes
    
    
    (31
    )
    
    
    (4,536
    )
    
    
    610Contract billings in excess of cost and recognized income
    
    
    5,072
    
    
    
    (8,958
    )
    
    
    (4,227
    )Other liabilities
    
    
    13,729
    
    
    
    4,374
    
    
    
    Cash provided by operating activities of continuing operations
    
    
    58,293
    
    
    
    57,425
    
    
    
    190,556Cash provided by (used in) operating activities of discontinued operations
    
    
    (4,847
    )
    
    
    (3,546
    )
    
    
    1,090Cash provided by operating activities
    
    
    53,446
    
    
    
    53,879
    
    
    
    191,646Cash flows from investing activities:Acquisition of subsidiaries, net of cash acquired and earnout
    
    
    (421,182
    )
    
    
    (13,955
    )
    
    
    333Proceeds from sales of property, plant and equipment
    
    
    18,331
    
    
    
    9,585
    
    
    
    21,212Purchases of property, plant and equipment
    
    
    (18,300
    )
    
    
    (13,107
    )
    
    
    (35,185
    )Rebates from purchases of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    1,915Maturities of short-term investments
    
    
    16,755
    
    
    
    
    
    
    
    Purchase of short-term investments
    
    
    (255
    )
    
    
    (16,559
    )
    
    
    Cash used in investing activities of continuing operations
    
    
    (404,651
    )
    
    
    (34,036
    )
    
    
    (11,725
    )Cash provided by (used in) investing activities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    Cash used in investing activities
    
    
    (404,651
    )
    
    
    (34,036
    )
    
    
    (11,725
    )Cash flows from financing activities:Proceeds from term loan issuance
    
    
    282,000
    
    
    
    
    
    
    
    Proceeds from stock issuance
    
    
    58,078
    
    
    
    
    
    
    
    Proceeds from exercise of stock options
    
    
    
    
    
    
    190
    
    
    
    684Stock-based compensation tax benefit (deficiency)
    
    
    (956
    )
    
    
    (1,735
    )
    
    
    2,691Additional costs of public offering
    
    
    
    
    
    
    
    
    
    
    (251
    )Payments on capital leases
    
    
    (10,600
    )
    
    
    (22,097
    )
    
    
    (31,402
    )Payments on notes payable
    
    
    (12,354
    )
    
    
    (1,062
    )
    
    
    (12,724
    )Payments to reacquire common stock
    
    
    (1,000
    )
    
    
    (1,030
    )
    
    
    (4,717
    )Payments on government fines
    
    
    (6,575
    )
    
    
    (6,575
    )
    
    
    (12,575
    )Dividend distributed to noncontrolling interest
    
    
    (1,135
    )
    
    
    (2,597
    )
    
    
    (1,584
    )Costs of debt issues
    
    
    (16,238
    )
    
    
    (150
    )
    
    
    (166
    )Cash provided by (used in) financing activities of continuing operations
    
    
    291,220
    
    
    
    (35,056
    )
    
    
    (60,044
    )Cash provided by (used in) financing activities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    Cash provided by (used in) financing activities
    
    
    291,220
    
    
    
    (35,056
    )
    
    
    (60,044
    )
  84




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##### Table of Contents



WILLBROS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Effect of exchange rate changes on cash and cash equivalents
    
    
    2,402
    
    
    
    6,135
    
    
    
    (5,001
    )Cash provided by (used in) all activities
    
    
    (57,583
    )
    
    
    (9,078
    )
    
    
    114,876Cash and cash equivalents, beginning of period
    
    
    198,684
    
    
    
    207,762
    
    
    
    92,886Cash and cash equivalents, end of period
    
    $
    141,101
    
    
    $
    198,684
    
    
    $
    207,762Supplemental disclosures of cash flow information:Cash paid for interest (including discontinued operations)
    
    $
    17,042
    
    
    $
    5,974
    
    
    $
    8,355Cash paid for income taxes (including discontinued operations)
    
    $
    3,947
    
    
    $
    19,883
    
    
    $
    40,271Supplemental non-cash investing and financing transactions:Initial contingent earnout liability
    
    $
    55,340
    
    
    $
    
    
    
    $
    Prepaid insurance obtained by note payable
    
    $
    11,687
    
    
    $
    
    
    
    $
    12,754Equipment received through like-kind exchange
    
    $
    3,629
    
    
    $
    
    
    
    $
    Equipment surrendered through like-kind exchange
    
    $
    2,735
    
    
    $
    
    
    
    $Equipment and property obtained by capital leases
    
    $
    
    
    
    $
    
    
    
    $
    17,863Common stock issued for conversion of 2.75% Convertible Senior Notes
    
    $
    
    
    
    $
    
    
    
    $
    7,980Deposit applied to capital lease obligation
    
    $
    
    
    
    $
    
    
    
    $
    1,432
   85




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##### Table of Contents



WILLBROS GROUP, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies
 Company
  Discontinuance of Operations and Asset Disposals 
 Principles of Consolidation
 Use of Estimates
 Change in Estimate Upstream Oil & Gas Upstream Oil & Gas
 Consistency  Upstream Oil & Gas Downstream Oil & Gas Utility Transmission & Distribution Utility T&D
  86




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (continued)
 Commitments and Contingencies
 Accounts Receivable 
 Inventories
 Property, Plant and Equipment
 Construction equipment
    
    3-20 yearsFurniture and equipment
    
    3-12 yearsBuildings
    
    20 yearsTransportation equipment
    
    3-17 yearsAircraft and marine equipment
    
    10 years
    87




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (continued)
 Goodwill and Other Intangible Assets 
 Goodwill
   
    
    Long term earnings and cash flow projections based on the Companys strategic
budgeting process, subject to future revenue growth rates and operating cost escalation
rates.
 
    
    Merger multiples, based on enterprise value and EBITDA, for comparable companies in
both the upstream and downstream markets, which are considered Level 3 inputs. For the
definition of Level 3 inputs, see Note 17  Fair Value Measurements.
 
    
    Weighted average cost of capital, which takes into account the relative weights of
each component of the Companys consolidated capital structure (equity and debt) and
represents the expected cost of new capital adjusted as appropriate to consider lower
risk profiles associated with longer term contracts and barriers to market entry.
 
    
    The U.S. Treasury 20-year rate was used as the risk free interest rate.
 
    
    Terminal value assumptions are applied to the final year of the discounted cash flow
model.
  Other Intangible Assets
  88




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (continued)
 Revenue 
    Depreciation
 Insurance 
  89




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (continued)
  Income Taxes
 Other
Current Liabilities
 Warranty Costs
 Retirement Plans and Benefits
 Stock-Based Compensation 
 Foreign Currency Translation
 Concentration of Credit Risk 
  90




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (continued)
 Income (Loss) per Common Share
 Derivative Financial Instruments
  Cash Equivalents 
 Short-term Investments
 Recently Adopted Accounting Standards
    91




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (continued)
  2. Acquisitions
 InfrastruX
     Consideration
  Proceeds from newly issued term loan facility
    
    $
    300,000Cash provided from operations
    
    
    72,382Total cash consideration
    
    
    372,382Issuance of WG common stock
    
    
    58,078
    (1)Contingent consideration
    
    
    55,340
    (2)Total consideration
    
    $
    485,800
 (1)
    
    Represents 7,923,308 shares issued, which have been valued at the closing price of
Company stock on July 1, 2010, the acquisition date.(2)
    
    Estimated as of acquisition announcement based on a probability estimate of InfrastruXs
EBITDA achievements during the earnout period. See Note 17  Fair Value Measurements.  92




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 2. Acquisitions (continued)
  Assets acquired:Cash and cash equivalents
    
    $
    9,278Accounts receivable
    
    
    124,856Inventories
    
    
    4,501Prepaid expenses and other current assets
    
    
    39,565Property, plant and equipment
    
    
    156,160Intangible assets
    
    
    168,409
    (1)Goodwill
    
    
    184,822
    (1)Other long-term assets
    
    
    21,924
    (1)Liabilities assumed:Accounts payable and other accrued liabilities
    
    
    (97,985
    )Capital lease obligations
    
    
    (4,977
    )Vendor related debt
    
    
    (2,761
    )Deferred income taxes and other tax liabilities
    
    
    (95,902
    )Other long-term liabilities
    
    
    (22,090
    )Net assets acquired
    
    $
    485,800
 (1)
    
    Includes post-acquisition purchase price adjustments. Utility T&D
 Property, plant and equipment (PP&E)
  Intangible assets
  Estimated Fair Value
    
    
    Estimated Useful LifeTrade name
    
    $
    12,779
    
    
    10 yearsCustomer relationships
    
    
    150,130
    
    
    15 yearsTechnology
    
    
    5,500
    
    
    10 yearsTotal identifiable intangible assets
    
    $
    168,409
 Utility T&D
 Deferred taxes
   93




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 2. Acquisitions (continued)
 Pro Forma Impact of the Acquisition
  Year EndedDecember 31,2010
    
    
    2009Revenues
    
    $
    1,500,729
    
    
    $
    1,858,549Net income (loss) attributable to Company
shareholders
    
    
    (53,089
    )
    
    
    (20,984
    )Basic net income (loss) per share
    
    
    (1.15
    )
    
    
    (0.45
    )Diluted net income (loss) per share
    
    
    (1.15
    )
    
    
    (0.45
    )
 Wink Companies, LLC
  Downstream Oil & Gas
 Cash acquired
    
    $
    2,356Receivables, net
    
    
    5,876Other current assets acquired
    
    
    7,513Property and equipment
    
    
    6,441Other long-term assets
    
    
    80Amortizable intangible assets:Customer relationships
    
    
    1,101
    (1)Trademark / Tradename
    
    
    1,300Non-compete agreement
    
    
    1,100Goodwill
    
    
    3,899
    (1)Liabilities assumed
    
    
    (12,235
    )Total purchase price
    
    $
    17,431
 (1)
    
    Includes an approximate $300 post-acquisition reclassification from customer
relationships to goodwill.  94




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 2. Acquisitions (continued)
 Downstream
Oil & Gas
  3. Accounts Receivable
  December 31,2010
    
    
    2009Trade
    
    $
    260,091
    
    
    $
    105,812Unbilled revenue
    
    
    47,652
    
    
    
    18,314Contract retention
    
    
    14,905
    
    
    
    38,357Other receivables
    
    
    1,725
    
    
    
    1,867Total accounts receivable
    
    
    324,373
    
    
    
    164,350Less: allowance for doubtful accounts
    
    
    (4,499
    )
    
    
    (1,936
    )Total accounts receivable, net
    
    $
    319,874
    
    
    $
    162,414
  4. Contracts in Progress
   95




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 4. Contracts in Progress (continued)
  December 31,2010
    
    
    2009Cost incurred on contracts in progress
    
    $
    896,987
    
    
    $
    1,113,712Recognized income
    
    
    159,628
    
    
    
    161,3981,056,615
    
    
    
    1,275,110Progress billings and advance payments
    
    
    (1,038,026
    )
    
    
    (1,241,437
    )$
    18,589
    
    
    $
    33,673Contract cost and recognized income not yet billed
    
    $
    35,059
    
    
    $
    45,009Contract billings in excess of cost and recognized income
    
    
    (16,470
    )
    
    
    (11,336
    )$
    18,589
    
    
    $
    33,673
  5. Property, Plant and Equipment
  December 31,2010
    
    
    2009Construction equipment
    
    $
    126,896
    
    
    $
    140,157Furniture and equipment
    
    
    50,634
    
    
    
    44,119Land and buildings
    
    
    39,401
    
    
    
    36,278Transportation equipment
    
    
    151,196
    
    
    
    32,264Leasehold improvements
    
    
    17,748
    
    
    
    16,221Aircraft
    
    
    7,410
    
    
    
    7,410Marine equipment
    
    
    120
    
    
    
    120Total property, plant and equipment
    
    
    393,405
    
    
    
    276,569Less: accumulated depreciation
    
    
    (164,226
    )
    
    
    (143,690
    )Total property, plant and equipment, net
    
    $
    229,179
    
    
    $
    132,879
  6. Assets Held For Sale
 Upstream Oil & Gas
  96




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 7. Goodwill and Other Intangible Assets
  ImpairmentUpstream Oil & Gas
    
    Goodwill
    
    
    Reserves
    
    
    Total, NetBalance as of January 1, 2009
    
    $
    11,142
    
    
    $
    
    
    
    $
    11,142Goodwill from acquisitions
    
    
    
    
    
    
    
    
    
    
    Purchase price adjustments
    
    
    
    
    
    
    
    
    
    
    Impairment losses
    
    
    
    
    
    
    
    
    
    
    Translation adjustments and other
    
    
    1,496
    
    
    
    
    
    
    
    1,496Balance as of December 31, 2009
    
    
    12,638
    
    
    
    
    
    
    
    12,638Goodwill from acquisitions
    
    
    
    
    
    
    
    
    
    
    Purchase price adjustments
    
    
    
    
    
    
    
    
    
    
    Impairment losses
    
    
    
    
    
    
    
    
    
    
    Translation adjustments and other
    
    
    539
    
    
    
    
    
    
    
    539Balance as of December 31, 2010
    
    $
    13,177
    
    
    $
    
    
    
    $
    13,177
 ImpairmentDownstream Oil & Gas
    
    Goodwill
    
    
    Reserves
    
    
    Total, NetBalance as of January 1, 2009
    
    $
    131,518
    
    
    $
    (62,295
    )
    
    $
    69,223Goodwill from acquisitions
    
    
    3,600
    
    
    
    
    
    
    
    3,600Purchase price adjustments
    
    
    299
    
    
    
    
    
    
    
    299Impairment losses
    
    
    
    
    
    
    
    
    
    
    Translation adjustments and other
    
    
    15
    
    
    
    
    
    
    
    15Balance as of December 31, 2009
    
    
    135,432
    
    
    
    (62,295
    )
    
    
    73,137Goodwill from acquisitions
    
    
    
    
    
    
    
    
    
    
    Purchase price adjustments
    
    
    617
    
    
    
    
    
    
    
    617Impairment losses
    
    
    
    
    
    
    (60,000
    )
    
    
    (60,000
    )Translation adjustments and other
    
    
    
    
    
    
    
    
    
    
    Balance as of December 31, 2010
    
    $
    136,049
    
    
    $
    (122,295
    )
    
    $
    13,754
 ImpairmentUtility T&D
    
    Goodwill
    
    
    Reserves
    
    
    Total, NetBalance as of July 1, 2010
    
    $
    184,376
    
    
    $
    
    
    
    $
    184,376Purchase price adjustments
    
    
    446
    
    
    
    
    
    
    
    446Impairment losses
    
    
    
    
    
    
    
    
    
    
    Translation adjustments and other
    
    
    
    
    
    
    
    
    
    
    Balance as of December 31, 2010
    
    $
    184,822
    
    
    $
    
    
    
    $
    184,822
 Downstream Oil
& Gas
  97




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 7. Goodwill and Other Intangible Assets (continued)
 Downstream Oil & Gas
 Utility T&D Utility T&D
  December 31, 2009Customer
    
    
    
    
    
    
    
    
    
    
    Non-competeRelationships
    
    
    Backlog
    
    
    Trademark
    
    
    Agreements
    
    
    TotalGross carrying amount
    
    $
    41,900
    
    
    $
    10,500
    
    
    $
    1,300
    
    
    $
    1,100
    
    
    $
    54,800Purchase price adjustments
    
    
    (299
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (299
    )Accumulated amortization
    
    
    (7,054
    )
    
    
    (10,500
    )
    
    
    (65
    )
    
    
    (110
    )
    
    
    (17,729
    )Net carrying amount
    
    $
    34,547
    
    
    $
    
    
    
    $
    1,235
    
    
    $
    990
    
    
    $
    36,772
 December 31, 2010Customer
    
    
    Trademark/
    
    
    Non-competeRelationships
    
    
    Tradename
    
    
    Agreements
    
    
    Technology
    
    
    TotalGross carrying amount
    
    $
    41,600
    
    
    $
    1,300
    
    
    $
    1,100
    
    
    $
    
    
    
    $
    44,000Additions
    
    
    152,890
    
    
    
    12,700
    
    
    
    
    
    
    
    5,200
    
    
    
    170,790Purchase price adjustments
    
    
    (2,760
    )
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    (2,460
    )Accumulated amortization
    
    
    (15,517
    )
    
    
    (830
    )
    
    
    (330
    )
    
    
    (275
    )
    
    
    (16,952
    )Other
    
    
    
    
    
    
    79
    
    
    
    
    
    
    
    
    
    
    
    79Net carrying amount
    
    $
    176,213
    
    
    $
    13,249
    
    
    $
    770
    
    
    $
    5,225
    
    
    $
    195,457Weighted average remaining
amortization period
    
    13.3 yrs
    
    
    9.4 yrs
    
    
    3.5 yrs
    
    
    9.5 yrs
   Fiscal year:2011
    
    $
    15,6362012
    
    
    15,6362013
    
    
    15,6362014
    
    
    15,5262015
    
    
    15,416Thereafter
    
    
    117,607Total amortization
    
    $
    195,457
  98




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 8. Accounts Payable and Accrued Liabilities
  December 31,2010
    
    
    2009Trade accounts payable
    
    $
    105,023
    
    
    $
    47,950Payroll and payroll liabilities
    
    
    41,442
    
    
    
    23,037Provision for loss on contracts
    
    
    12,376
    
    
    
    1,062Self insurance accrual
    
    
    27,524
    
    
    
    Other accrued liabilities
    
    
    27,697
    
    
    
    9,421Total accounts payable and accrued liabilities
    
    $
    214,062
    
    
    $
    81,470
 9. Government Obligations
    10. Long-term Debt
  December 31,
    
    
    December 31,2010
    
    
    2009Term loan,
net of unamortized discount of $16,126
    
    $
    283,124
    
    
    $
    2.75%
convertible senior notes, net
    
    
    58,675
    
    
    
    56,0716.5% senior
convertible notes, net
    
    
    32,050
    
    
    
    31,450Capital
lease obligations
    
    
    11,112
    
    
    
    16,516Other
obligations
    
    
    2,015
    
    
    
    Total long-term debt
    
    
    386,976
    
    
    
    104,037Less: current portion
    
    
    (76,008
    )
    
    
    (37,274
    )Long-term debt, net
    
    $
    310,968
    
    
    $
    66,763
  99




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
 2010 Credit Facility
       100




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
   
    
    maintenance of a minimum interest coverage ratio;
 
    
    maintenance of a maximum total leverage ratio;
 
    
    maintenance of a minimum tangible net worth amount;
 
    
    maintenance of a minimum consolidated EBITDA and a minimum cash balance during the
Interim Period;
 
    
    limitations on capital expenditures during the Interim Period, $60,000, and the greater
of $70,000 or 25% of EBITDA thereafter;
 
    
    limitations on indebtedness;
 
    
    limitations on liens;
 
    
    limitations on certain asset sales and dispositions; and
 
    
    limitations on certain acquisitions and asset purchases if certain liquidity levels are
not maintained.
   Facility Construction Project Termination)
   101




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
 2007 Credit Facility
  6.5% Senior Convertible Notes
      102




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
     December 31,2010
    
    
    2009Principal amount of 6.5% Notes
    
    $
    32,050
    
    
    $
    32,050Unamortized discount
    
    
    
    
    
    
    (600
    )Net carrying amount
    
    $
    32,050
    
    
    $
    31,450Additional paid-in capital
    
    $
    3,131
    
    
    $
    3,131
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Contractual coupon interest
    
    $
    2,083
    
    
    $
    2,083
    
    
    $
    2,083Amortization of discount
    
    
    600
    
    
    
    552
    
    
    
    507Interest expense
    
    $
    2,683
    
    
    $
    2,635
    
    
    $
    2,590Effective interest rate
    
    
    8.46
    %
    
    
    8.46
    %
    
    
    8.46
    %
  103




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
 2.75% Convertible Senior Notes
       104




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
  December 31,2010
    
    
    2009Principal amount of 2.75% Notes
    
    $
    59,357
    
    
    $
    59,357Unamortized discount
    
    
    (682
    )
    
    
    (3,286
    )Net carrying amount
    
    $
    58,675
    
    
    $
    56,071Additional paid-in capital
    
    $
    14,235
    
    
    $
    14,235
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Contractual coupon interest
    
    $
    1,632
    
    
    $
    1,632
    
    
    $
    1,672Amortization of discount
    
    
    2,604
    
    
    
    2,419
    
    
    
    2,298Interest expense
    
    $
    4,236
    
    
    $
    4,051
    
    
    $
    3,970Effective interest rate
    
    
    7.40
    %
    
    
    7.40
    %
    
    
    7.40
    %
  Capital Leases
  December 31,2010
    
    
    2009Construction equipment
    
    $
    13,706
    
    
    $
    23,475Transportation equipment
    
    
    9,665
    
    
    
    1,895Furniture and equipment
    
    
    1,885
    
    
    
    1,911Total assets held under capital lease
    
    
    25,256
    
    
    
    27,281Less: accumulated depreciation.
    
    
    (10,759
    )
    
    
    (9,800
    )Net assets under capital lease
    
    $
    14,497
    
    
    $
    17,481
  Fiscal year:2011
    
    $
    6,2122012
    
    
    4,3102013
    
    
    1,2932014
    
    
    49Thereafter
    
    
    Total minimum lease payments under capital lease obligations
    
    
    11,864Less: future interest expense
    
    
    (752
    )Net minimum lease payments under capital leases obligations
    
    
    11,112Less: current portion of net minimum lease payments
    
    
    (5,371
    )Long-term net minimum lease payments
    
    $
    5,741
  105




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 10. Long-term Debt (continued)
 Maturities
  Fiscal year:2011
    
    $
    74,3572012
    
    
    47,0502013
    
    
    15,0002014
    
    
    254,250$
    390,657
 Other Obligations
  11. Retirement Benefits
   12. Income Taxes
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Other countries
    
    $
    (5,243
    )
    
    $
    20,608
    
    
    $
    37,735United States
    
    
    (62,671
    )
    
    
    10,511
    
    
    
    31,264(67,914
    )
    
    
    31,119
    
    
    
    68,999Oman noncontrolling interest
    
    
    1,207
    
    
    
    1,868
    
    
    
    1,666$
    (66,707
    )
    
    $
    32,987
    
    
    $
    70,665
  106




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 12. Income Taxes (continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Current provision:Other countries
    
    $
    4,725
    
    
    $
    7,321
    
    
    $
    1,214United States:Federal
    
    
    (12,152
    )
    
    
    2,648
    
    
    
    32,188State
    
    
    2,112
    
    
    
    921
    
    
    
    6,159(5,315
    )
    
    
    10,890
    
    
    
    39,561Deferred tax expense (benefit):Other countries
    
    
    (7,419
    )
    
    
    (2,705
    )
    
    
    8,808United States
    
    
    (22,648
    )
    
    
    1,607
    
    
    
    (22,577
    )(30,067
    )
    
    
    (1,098
    )
    
    
    (13,769
    )Total provision (benefit) for income taxes(1)
    
    $
    (35,382
    )
    
    $
    9,792
    
    
    $
    25,792
 (1)
    
    The total provision for income taxes excludes net adjustments related to unrecognized
tax benefits of $(768), $(1,058) and $150 for 2010, 2009 and 2008, respectively, as a result of the
adoption of the FASBs standard regarding the recognition of tax benefits.      107




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 12. Income Taxes (continued)
  2010
    
    
    2009
    
    
    2008Taxes on earnings at statutory rate in domicile of
parent company
    
    $
    (23,769
    )
    
    $
    9,803
    
    
    $
    Earnings taxed at rates less or greater
than parent
company rates:United States
    
    
    
    
    
    
    
    
    
    
    12,099Other countries
    
    
    (1,160
    )
    
    
    (1,857
    )
    
    
    10,615State income taxes, net of U.S. federal benefit
    
    
    (1,560
    )
    
    
    506
    
    
    
    2,091Contingent earnout
    
    
    (15,869
    )
    
    
    
    
    
    
    Per diem
    
    
    1,462
    
    
    
    1,358
    
    
    
    813Acquisition costs
    
    
    1,208
    
    
    
    
    
    
    
    Other permanent items
    
    
    1,667
    
    
    
    210
    
    
    
    1,334Foreign rate changes
    
    
    (14
    )
    
    
    
    
    
    
    (1,461
    )Changes in provision for unrecognized tax positions:Statute expirations and tax authority settlements
    
    
    (1,552
    )
    
    
    (1,945
    )
    
    
    (725
    )Other changes in unrecognized tax positions
    
    
    621
    
    
    
    914
    
    
    
    875Change in valuation allowance
    
    
    16
    
    
    
    (301
    )
    
    
    301Stock-based compensation deferred tax asset write-off
    
    
    3,865
    
    
    
    
    
    
    
    Other
    
    
    (1,065
    )
    
    
    46
    
    
    
    Total provision (benefit) for income taxes
    
    $
    (36,150
    )
    
    $
    8,734
    
    
    $
    25,942
  Balance at January 1, 2010
    
    $
    5,512Change in measurement of existing tax positions related
to expiration of statute of limitations
    
    
    (1,552
    )Additions based on tax positions related to the current year
    
    
    34Additions based on tax positions related to prior years
    
    
    586Foreign exchange difference related to Canadian operations
    
    
    286Balance at December 31, 2010
    
    $
    4,866
   108




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 12. Income Taxes (continued)
 
  December 31,2010
    
    
    2009Deferred tax assets:Current:Accrued vacation
    
    $
    2,609
    
    
    $
    1,118Allowance for doubtful accounts
    
    
    1,825
    
    
    
    656Estimated loss
    
    
    1,162
    
    
    
    421Other
    
    
    5,408
    
    
    
    68011,004
    
    
    
    2,875Non-current:Deferred compensation
    
    
    5,172
    
    
    
    3,414Goodwill impairment
    
    
    
    
    
    
    20,166U.S. tax net operating loss carry forwards
    
    
    11,080
    
    
    
    694State tax net operating loss carry forwards
    
    
    7,303
    
    
    
    183Other
    
    
    185
    
    
    
    577Gross deferred tax assets
    
    
    23,740
    
    
    
    25,034Valuation allowance
    
    
    (7,170
    )
    
    
    Deferred tax assets, net of valuation allowance
    
    
    27,574
    
    
    
    27,909Deferred tax liabilities:Current:Prepaid expenses
    
    
    (1,616
    )
    
    
    (1,001
    )Partnership tax deferral
    
    
    (1,538
    )
    
    
    (5,071
    )(3,154
    )
    
    
    (6,072
    )Non-current:Unbilled profit/retainage
    
    
    (599
    )
    
    
    (3,972
    )Bond discount amortization
    
    
    (3,674
    )
    
    
    (1,540
    )Depreciation
    
    
    (43,507
    )
    
    
    (5,844
    )Goodwill & intangibles
    
    
    (28,240
    )
    
    
    Deferred tax liabilities
    
    
    (79,174
    )
    
    
    (17,428
    )Net deferred tax assets (liabilities)
    
    $
    (51,600
    )
    
    $
    10,481
  December 31,2010
    
    
    2009United States
    
    $
    (48,068
    )
    
    $
    20,802Other countries
    
    
    (3,532
    )
    
    
    (10,321
    )Net deferred tax assets (liabilities)
    
    $
    (51,600
    )
    
    $
    10,481
  109




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 12. Income Taxes (continued)
     13. Stockholders Equity
  Stock Ownership Plans
     110




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 13. Stockholders Equity (continued)
    Year Ended December 31,2010
    
    
    2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding, beginning of
year
    
    
    257,750
    
    
    $
    15.91
    
    
    
    333,750
    
    
    $
    15.47
    
    
    
    418,750
    
    
    $
    14.96Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (17,500
    )
    
    
    10.77
    
    
    
    (53,000
    )
    
    
    12.90Forfeited or expired
    
    
    (30,000
    )
    
    
    20.65
    
    
    
    (58,500
    )
    
    
    14.93
    
    
    
    (32,000
    )
    
    
    13.12Outstanding, end of year
    
    
    227,750
    
    
    $
    15.28
    
    
    
    257,750
    
    
    $
    15.91
    
    
    
    333,750
    
    
    $
    15.47Exercisable at end of year
    
    
    207,750
    
    
    $
    15.02
    
    
    
    220,250
    
    
    $
    15.34
    
    
    
    261,250
    
    
    $
    14.50
   Weighted-Average Grant-Shares
    
    
    Date Fair ValueNonvested, beginning of year
    
    
    37,500
    
    
    $
    7.23Granted
    
    
    
    
    
    
    Vested
    
    
    (12,500
    )
    
    
    6.99Forfeited or expired
    
    
    (5,000
    )
    
    
    9.69Nonvested, end of year
    
    
    20,000
    
    
    $
    6.77
  111




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 13. Stockholders Equity (continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageGrant-Date
    
    
    
    
    
    
    Grant-Date
    
    
    
    
    
    
    Grant-DateShares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueOutstanding, beginning of year
    
    
    859,248
    
    
    $
    22.38
    
    
    
    840,342
    
    
    $
    32.89
    
    
    
    548,688
    
    
    $
    20.89Granted
    
    
    635,849
    
    
    
    11.39
    
    
    
    545,307
    
    
    
    9.95
    
    
    
    635,314
    
    
    
    38.24Vested, shares released
    
    
    (580,369
    )
    
    
    23.97
    
    
    
    (473,406
    )
    
    
    27.02
    
    
    
    (249,661
    )
    
    
    21.50Forfeited
    
    
    (25,875
    )
    
    
    20.23
    
    
    
    (52,995
    )
    
    
    19.89
    
    
    
    (93,999
    )
    
    
    29.00Outstanding, end of year
    
    
    888,853
    
    
    $
    13.54
    
    
    
    859,248
    
    
    $
    22.38
    
    
    
    840,342
    
    
    $
    32.89
   Warrants to Purchase Common Stock
   112




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 14. Income (Loss) Per Common Share
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Income (loss) from continuing operations
    
    $
    (30,557
    )
    
    $
    24,253
    
    
    $
    44,723Less: Income attributable to noncontrolling interest
    
    
    (1,207
    )
    
    
    (1,817
    )
    
    
    (1,836
    )Net income (loss) from continuing operations
attributable to Willbros Group, Inc. (numerator for
basic calculation)
    
    
    (31,764
    )
    
    
    22,436
    
    
    
    42,887Add: Interest and debt issuance costs associated with
convertible notes
    
    
    
    
    
    
    
    
    
    
    Net income (loss) from continuing operations
applicable to common shares (numerator for diluted
calculation)
    
    $
    (31,764
    )
    
    $
    22,436
    
    
    $
    42,887Weighted average number of common shares outstanding for
basic income per share
    
    
    43,013,934
    
    
    
    38,687,594
    
    
    
    38,269,248Weighted average number of potentially dilutive common
shares outstanding
    
    
    
    
    
    
    195,483
    
    
    
    494,919Weighted average number of common shares outstanding for
diluted income per share
    
    
    43,013,934
    
    
    
    38,883,077
    
    
    
    38,764,167Income (loss) per common share from continuing operations:Basic
    
    $
    (0.74
    )
    
    $
    0.58
    
    
    $
    1.12Diluted
    
    $
    (0.74
    )
    
    $
    0.58
    
    
    $
    1.10
  Year Ended December 31,2010
    
    
    2009
    
    
    20082.75% Convertible Senior Notes
    
    
    3,048,642
    
    
    
    3,048,642
    
    
    
    3,146,2056.5% Senior Convertible Notes
    
    
    1,825,587
    
    
    
    1,825,587
    
    
    
    1,825,587Stock options
    
    
    185,397
    
    
    
    185,000
    
    
    
    272,750Warrants to purchase common stock
    
    
    536,925
    
    
    
    536,925
    
    
    
    536,925Restricted stock and restricted stock rights
    
    
    343,905
    
    
    
    
    
    
    
    5,940,456
    
    
    
    5,596,154
    
    
    
    5,781,467
   113




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 15. Segment Information
 Upstream
Oil & Gas Downstream Oil & Gas. Utility T&D.
 Engineering, Upstream Oil & Gas Downstream Oil & Gas Engineering Upstream Oil & Gas Downstream Oil & Gas Downstream Oil & Gas Upstream Oil & Gas Upstream Oil & Gas
  Year Ended December 31, 2010Upstream
    
    
    DownstreamOil & Gas
    
    
    Oil & Gas
    
    
    Utility T&D
    
    
    ConsolidatedRevenue
    
    $
    573,796
    
    
    $
    301,104
    
    
    $
    317,512
    
    
    $
    1,192,412Operating expenses
    
    
    562,082
    
    
    
    316,319
    
    
    
    343,967
    
    
    
    1,222,368Goodwill impairment
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    60,000Change in fair value of contingent earnout liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,340
    )Operating income (loss)
    
    $
    11,714
    
    
    $
    (75,215
    )
    
    $
    (26,455
    )
    
    
    (44,616
    )Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,091
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,150
    )Loss from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,557
    )Loss from discontinued operations net of provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,272
    )Loss from continuing and discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,829
    )Less: Income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,207
    )Net loss attributable to Willbros Group, Inc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (37,036
    )
  114




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 15. Segment Information (continued)
 Year Ended December 31, 2009Upstream
    
    
    DownstreamOil & Gas
    
    
    Oil & Gas
    
    
    Utility T&D
    
    
    ConsolidatedRevenue
    
    $
    982,523
    
    
    $
    277,250
    
    
    $
    
    
    
    $
    1,259,773Operating expenses
    
    
    942,526
    
    
    
    276,751
    
    
    
    
    
    
    
    1,219,277Operating income
    
    $
    39,997
    
    
    $
    499
    
    
    $
    
    
    
    
    40,496Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,509
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,734Income from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,253Loss from discontinued operations net of provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,613
    )Income from continuing and discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,640Less: Income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,817
    )Net income attributable to Willbros Group, Inc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17,823
 Year Ended December 31, 2008Upstream
    
    
    DownstreamOil & Gas
    
    
    Oil & Gas
    
    
    Utility T&D
    
    
    ConsolidatedRevenue
    
    $
    1,545,629
    
    
    $
    367,075
    
    
    $
    
    
    
    $
    1,912,704Operating expenses
    
    
    1,434,744
    
    
    
    343,859
    
    
    
    
    
    
    
    1,778,603Goodwill impairment
    
    
    
    
    
    
    62,295
    
    
    
    
    
    
    
    62,295Operating income (loss)
    
    $
    110,885
    
    
    $
    (39,079
    )
    
    $
    
    
    
    
    71,806Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,141
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,942Income from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,723Income from discontinued operations net of provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    745Income from continuing and discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,468Less: Income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,836
    )Net income attributable to Willbros Group, Inc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    43,632
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Upstream Oil & Gas
    
    $
    19,902
    
    
    $
    27,610
    
    
    $
    30,507Downstream Oil & Gas
    
    
    10,777
    
    
    
    13,250
    
    
    
    14,396Utility T&D
    
    
    25,486
    
    
    
    
    
    
    
    Total
    
    $
    56,165
    
    
    $
    40,860
    
    
    $
    44,903
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Upstream Oil & Gas
    
    $
    9,586
    
    
    $
    7,318
    
    
    $
    38,491Downstream Oil & Gas
    
    
    951
    
    
    
    1,889
    
    
    
    3,613Utility T&D
    
    
    6,437
    
    
    
    
    
    
    
    Corporate
    
    
    1,326
    
    
    
    3,900
    
    
    
    10,944Total
    
    $
    18,300
    
    
    $
    13,107
    
    
    $
    53,048
  115




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 15. Segment Information (continued)
  December 31,
 2010
    
    
    December 31,
 2009Upstream Oil & Gas
    
    $
    249,716
    
    
    $
    258,346Downstream Oil & Gas
    
    
    126,095
    
    
    
    174,512Utility T&D
    
    
    698,939
    
    
    
    Corporate
    
    
    210,812
    
    
    
    294,828Total assets, continuing operations
    
    $
    1,285,562
    
    
    $
    727,686
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Customer A
    
    
    16
    %
    
    
    
    %
    
    
    
    %Customer B
    
    
    
    %
    
    
    22
    %
    
    
    
    %Customer C
    
    
    
    %
    
    
    13
    %
    
    
    
    %Customer D
    
    
    
    %
    
    
    
    %
    
    
    19
    %Customer E
    
    
    
    %
    
    
    
    %
    
    
    11
    %16
    %
    
    
    35
    %
    
    
    30
    %
 Upstream Oil & Gas
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Contract revenue:United States
    
    $
    924,590
    
    
    $
    939,985
    
    
    $
    1,440,239Canada
    
    
    193,841
    
    
    
    254,420
    
    
    
    387,498Oman
    
    
    73,589
    
    
    
    65,368
    
    
    
    84,967Other
    
    
    392
    
    
    
    
    
    
    
    $
    1,192,412
    
    
    $
    1,259,773
    
    
    $
    1,912,704
 December 31,2010
    
    
    2009Long-lived assets:United States
    
    $
    190,734
    
    
    $
    81,574Canada
    
    
    30,593
    
    
    
    40,938Oman
    
    
    7,053
    
    
    
    10,175Other
    
    
    799
    
    
    
    192$
    229,179
    
    
    $
    132,879
  116




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 16. Contingencies, Commitments and Other Circumstances
 Contingencies
 Resolution of criminal and regulatory matters
      Facility Construction Project Termination
    117




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 16. Contingencies, Commitments and Other Circumstances (continued)
     Pipeline Construction Project Issues
    Project claims and audit disputes
  Pre-acquisition contingencies
   118




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 16. Contingencies, Commitments and Other Circumstances (continued)
 Other
  Commitments
  Operating Leases
  Other Circumstances
    119




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 16. Contingencies, Commitments and Other Circumstances (continued)
    17. Fair Value Measurements
  Fair Value Hierarchy
  Level 1
 Level 2
 Level 3
  120




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 17. Fair Value Measurements (continued)
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Quoted Prices in
    
    
    Significant
    
    
    SignificantActive Markets for
    
    
    Other
    
    
    OtherIdentical Assets
    
    
    Observable
    
    
    UnobservableTotal
    
    
    (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)Assets:Interest rate cap
    
    $
    12
    
    
    $
    
    
    
    $
    12
    
    
    $
    Interest rate swap
    
    
    104
    
    
    
    
    
    
    
    104
    
    
    
    Liabilities:Contingent earnout liability
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000
 Contingent earnout liability
  
    
    $69,825 in 2010;
 
    
    $80,000 in 2011; or
 
    
    $175,000 for 2010 and 2011 combined (the Bonus Earnout Amount).
   Year Ended December 31,2010
    
    
    2009Beginning balance
    
    $
    55,340
    
    
    $
    Change in fair value of contingent earnout liability included in operating expenses
    
    
    (45,340
    )
    
    
    Ending balance
    
    $
    10,000
    
    
    $
    
   121




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 17. Fair Value Measurements (continued)
  
    
    Expectations for lower margins on major transmission projects due to (i) a shift in the
mix of projects in Texas towards lower margin projects than previously anticipated and (ii)
ongoing competition in other regions, particularly the northeast, as the pace of bid
activity has been slower than expected in returning to pre-2009 levels;
 
    
    A slower than anticipated rebound in key housing markets continues to pressure work
volumes under existing Master Service Agreements (MSA) and the budgets of many of our
utility customers, while increasing the competitive pricing on bids for new awards;
 
    
    Reduced expectations for significant storm work, which typically carries a higher margin
than our standard MSA work.
   Hedging Arrangements
  Interest Rate Swap
   Interest Rate Caps
   122




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 17. Fair Value Measurements (continued)
  Asset Derivatives as of December 31,2010
    
    
    2009Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueInterest rate contracts-caps
    
    Other Assets
    
    $
    12
    
    
    
    
    
    
    $
    Interest rate contracts-swaps
    
    Other Long-Term Assets
    
    $
    104
    
    
    
    
    
    
    $
    Total derivatives
    
    
    
    
    
    $
    116
    
    
    
    
    
    
    $
    
 For the Year Ended December 31,Location of
    
    
    Amount ofGain or (Loss)
    
    
    Gain or (Loss)
    
    
    Location ofAmount of
    
    
    Reclassified
    
    
    Reclassified
    
    
    Gain or
    
    
    Amount ofGain or (Loss)
    
    
    from
    
    
    from
    
    
    (Loss)
    
    
    Gain or (Loss)Recognized in
    
    
    Accumulated
    
    
    Accumulated
    
    
    Recognized
    
    
    Recognized inDerivatives in
    
    OCI on
    
    
    OCI into
    
    
    OCI into
    
    
    in Income on
    
    
    Income onASC 815 Cash
    
    Derivative
    
    
    Income
    
    
    Income
    
    
    Derivative
    
    
    DerivativeFlow Hedging
    
    (Effective
    
    
    (Effective
    
    
    (Effective
    
    
    (Ineffective
    
    
    (IneffectiveRelationships
    
    Portion)
    
    
    Portion)
    
    
    Portion)
    
    
    Portion)
    
    
    Portion)2010
    
    
    2009
    
    
    
    
    
    
    2010
    
    
    2009
    
    
    
    
    
    
    2010
    
    
    2009Interest rate contracts
    
    $
    19
    
    
    $
    
    
    
    Interest Expense
    
    $
    
    
    
    $
    
    
    
    Interest Expense
    
    $
    
    
    
    $
    Total
    
    $
    19
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
  123




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Quarterly Financial Data
  March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    TotalYear 2010 Quarter Ended
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010Contract revenue
    
    $
    136,996
    
    
    $
    248,129
    
    
    $
    408,792
    
    
    $
    398,496
    
    
    $
    1,192,412Contract income
    
    
    4,979
    
    
    
    42,363
    
    
    
    58,658
    
    
    
    6,022
    
    
    
    112,021Income (loss) from continuing operations before income taxes
    
    
    (20,058
    )
    
    
    16,122
    
    
    
    34,304
    
    
    
    (97,073
    )
    
    
    (66,707
    )Income (loss) from continuing operations, net of provisions for income taxes
    
    
    (11,918
    )
    
    
    10,369
    
    
    
    36,991
    
    
    
    (65,997
    )
    
    
    (30,557
    )Income (loss) from discontinued operations net of provisions for income taxes
    
    
    (1,130
    )
    
    
    (1,387
    )
    
    
    (1,290
    )
    
    
    (1,465
    )
    
    
    (5,272
    )Net income (loss)
    
    
    (13,048
    )
    
    
    8,982
    
    
    
    35,701
    
    
    
    (67,462
    )
    
    
    (35,829
    )Less: Income attributable to noncontrolling interest
    
    
    (256
    )
    
    
    (353
    )
    
    
    (293
    )
    
    
    (305
    )
    
    
    (1,207
    )Net income (loss) attributable to Willbros Group, Inc.
    
    $
    (13,304
    )
    
    $
    8,629
    
    
    $
    35,408
    
    
    $
    (67,767
    )
    
    $
    (37,036
    )Reconciliation of net income attributable to Willbros Group, Inc.Income (loss) from continuing operations
    
    $
    (12,174
    )
    
    $
    10,016
    
    
    $
    36,698
    
    
    $
    (66,302
    )
    
    $
    (31,764
    )Income (loss) from discontinued operations
    
    
    (1,130
    )
    
    
    (1,387
    )
    
    
    (1,290
    )
    
    
    (1,465
    )
    
    
    (5,272
    )Net income (loss) attributable to Willbros Group, Inc.
    
    $
    (13,304
    )
    
    $
    8,629
    
    
    $
    35,408
    
    
    $
    (67,767
    )
    
    $
    (37,036
    )Basic income (loss) per share attributable to Company shareholders:Income (loss) from continuing operations
    
    $
    (0.31
    )
    
    $
    0.26
    
    
    $
    0.78
    
    
    $
    (1.41
    )
    
    $
    (0.74
    )Income (loss) from discontinued operations
    
    
    (0.03
    )
    
    
    (0.04
    )
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.12
    )Net income (loss)
    
    $
    (0.34
    )
    
    $
    0.22
    
    
    $
    0.75
    
    
    $
    (1.44
    )
    
    $
    (0.86
    )Diluted income per share attributable to Company shareholders:Income (loss) from continuing operations
    
    $
    (0.31
    )
    
    $
    0.25
    
    
    $
    0.73
    
    
    $
    (1.41
    )
    
    $
    (0.74
    )Income (loss) from discontinued operations
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.12
    )Net income (loss)
    
    $
    (0.34
    )
    
    $
    0.22
    
    
    $
    0.71
    
    
    $
    (1.44
    )
    
    $
    (0.86
    )Weighted average number of common shares outstandingBasic
    
    
    38,942,133
    
    
    
    39,018,105
    
    
    
    46,997,431
    
    
    
    47,099,756
    
    
    
    43,013,934Diluted
    
    
    38,942,133
    
    
    
    42,352,485
    
    
    
    52,154,029
    
    
    
    47,099,756
    
    
    
    43,013,934
  
    
    During the quarter ended December 31, 2010, the Company classified its
Libyan operations as discontinued operations. Accordingly, the Libyan results of
operations have been reclassified to discontinued operations for all periods presented.
See Note 21  Discontinuance of Operations, Asset Disposals and Transition Services
Agreement for further discussion of discontinued operations.
 
    
    During the quarter ended December 31, 2010, the Company recorded a
non-cash, before-tax charge of $48,000 for impairment of goodwill.
 
  124




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Quarterly Financial Data (continued)
 March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    TotalYear 2009 Quarter Ended
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Contract revenue
    
    $
    463,926
    
    
    $
    354,483
    
    
    $
    247,533
    
    
    $
    193,831
    
    
    $
    1,259,773Contract income
    
    
    56,541
    
    
    
    43,067
    
    
    
    25,203
    
    
    
    19,738
    
    
    
    144,549Income (loss) from continuing operations before income taxes
    
    
    24,684
    
    
    
    17,296
    
    
    
    2,489
    
    
    
    (11,482
    )
    
    
    32,987Income (loss) from continuing operations, net of provisions for income taxes
    
    
    16,444
    
    
    
    11,343
    
    
    
    3,428
    
    
    
    (6,962
    )
    
    
    24,253Income (loss) from discontinued operations net of provisions for income taxes
    
    
    (208
    )
    
    
    (2,012
    )
    
    
    (1,400
    )
    
    
    (993
    )
    
    
    (4,613
    )Net income (loss)
    
    
    16,236
    
    
    
    9,331
    
    
    
    2,028
    
    
    
    (7,955
    )
    
    
    19,640Less: Income attributable to noncontrolling interest
    
    
    (747
    )
    
    
    (423
    )
    
    
    (372
    )
    
    
    (275
    )
    
    
    (1,817
    )Net income (loss) attributable to Willbros Group, Inc.
    
    $
    15,489
    
    
    $
    8,908
    
    
    $
    1,656
    
    
    $
    (8,230
    )
    
    $
    17,823Reconciliation of net income attributable to Willbros Group, Inc.Income (loss) from continuing operations
    
    $
    15,697
    
    
    $
    10,920
    
    
    $
    3,056
    
    
    $
    (7,237
    )
    
    $
    22,436Income (loss) from discontinued operations
    
    
    (208
    )
    
    
    (2,012
    )
    
    
    (1,400
    )
    
    
    (993
    )
    
    
    (4,613
    )Net income (loss) attributable to Willbros Group, Inc.
    
    $
    15,489
    
    
    $
    8,908
    
    
    $
    1,656
    
    
    $
    (8,230
    )
    
    $
    17,823Basic income (loss) per share attributable to Company shareholders:Income (loss) from continuing operations
    
    $
    0.41
    
    
    $
    0.28
    
    
    $
    0.08
    
    
    $
    (0.19
    )
    
    $
    0.58Income (loss)from discontinued operations
    
    
    (0.01
    )
    
    
    (0.05
    )
    
    
    (0.04
    )
    
    
    (0.02
    )
    
    
    (0.12
    )Net income (loss)
    
    $
    0.40
    
    
    $
    0.23
    
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.46Diluted income per share attributable to Company shareholders:Income (loss) from continuing operations
    
    $
    0.36
    
    
    $
    0.25
    
    
    $
    0.08
    
    
    $
    (0.19
    )
    
    $
    0.58Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.05
    )
    
    
    (0.04
    )
    
    
    (0.02
    )
    
    
    (0.12
    )Net income (loss)
    
    $
    0.36
    
    
    $
    0.20
    
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.46Weighted average number of common shares outstandingBasic
    
    
    38,563,937
    
    
    
    38,684,446
    
    
    
    38,721,586
    
    
    
    38,778,157
    
    
    
    38,687,594Diluted
    
    
    43,552,113
    
    
    
    43,729,642
    
    
    
    38,918,933
    
    
    
    38,778,157
    
    
    
    38,883,077
 19. Other Charges
 Utility T&D Utility T&D
   125




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 19. Other Charges (continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Employee severance
    
    $
    2,731
    
    
    $
    5,843
    
    
    $
    Lease abandonments
    
    
    594
    
    
    
    3,169
    
    
    
    Accelerated vesting of stock awards
    
    
    446
    
    
    
    3,682
    
    
    
    Total other charges
    
    $
    3,771
    
    
    $
    12,694
    
    
    $
    
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Upstream Oil & Gas
    
    $
    749
    
    
    $
    7,965
    
    
    $
    Downstream Oil & Gas
    
    
    384
    
    
    
    4,729
    
    
    
    Utility T&D
    
    
    2,638
    
    
    
    
    
    
    
    Total other charges
    
    $
    3,771
    
    
    $
    12,694
    
    
    $
    
   Non-CancelableLease andEmployee
    
    
    OtherTermination and
    
    
    ContractualOther Benefits
    
    
    Obligations
    
    
    TotalAccrued cost at December 31, 2009
    
    $
    2,080
    
    
    $
    2,325
    
    
    $
    4,405Costs recognized during 2010
    
    
    3,177
    
    
    
    317
    
    
    
    3,494Cash payments
    
    
    (1,765
    )
    
    
    (1,913
    )
    
    
    (3,678
    )Non-cash charges (1)
    
    
    (446
    )
    
    
    (17
    )
    
    
    (463
    )Change in estimates
    
    
    
    
    
    
    277
    
    
    
    277Accrued cost at December 31, 2010
    
    $
    3,046
    
    
    $
    989
    
    
    $
    4,035
 (1)
    
    Non-cash charges consist of $446 of accelerated stock-based compensation and $17 of accretion expense.  126




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 20. Related Party Transaction
 Upstream
Oil & Gas
 21. Discontinuance of Operations, Asset Disposals and Transition Services Agreement
 Strategic Decisions
   Nigeria Assets and Nigeria-Based Operations
 Share Purchase Agreement
     127




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 21. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
     Letters of Credit
  Transition Services Agreement
   128




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 21.
Discontinuance of Operations, Asset Disposals  and Transition Services Agreement (continued)
  Residual Equipment in Nigeria
   Insurance Recovery
  Venezuela
 Business Disposal
  Asset Disposal
 Sale of Canada Fabrication Facility
   129




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 21. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
 Results of Discontinued Operations
  Year Ended December 31, 2010Nigeria
    
    
    
    
    
    
    
    
    
    
    DiscontinuedNigeria(1)
    
    
    TSA
    
    
    Venezuela
    
    
    Libya
    
    
    OperationsContract revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    154
    
    
    $
    154Operating expenses:Contract
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2General and administrative
    
    
    2,043
    
    
    
    
    
    
    
    
    
    
    
    3,327
    
    
    
    5,3702,044
    
    
    
    
    
    
    
    
    
    
    
    3,328
    
    
    
    5,372Operating loss
    
    
    (2,044
    )
    
    
    
    
    
    
    
    
    
    
    (3,174
    )
    
    
    (5,218
    )Other income (expense)
    
    
    (49
    )
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    (54
    )Income (loss) before income taxes
    
    
    (2,093
    )
    
    
    
    
    
    
    
    
    
    
    (3,179
    )
    
    
    (5,272
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (2,093
    )
    
    $
    
    
    
    $
    
    
    
    $
    (3,179
    )
    
    $
    (5,272
    )
 (1)
    
    Costs represent legal fees incurred in connection with the defense of WAPCo parent
company guarantee assertions. Year Ended December 31, 2009Nigeria
    
    
    
    
    
    
    
    
    
    
    DiscontinuedNigeria
    
    
    TSA
    
    
    Venezuela
    
    
    Libya
    
    
    OperationsContract revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    45
    
    
    $
    45Operating expenses:Contract
    
    
    
    
    
    
    429
    
    
    
    
    
    
    
    37
    
    
    
    466General and administrative
    
    
    151
    
    
    
    194
    
    
    
    1,750
    
    
    
    3,122
    
    
    
    5,217151
    
    
    
    623
    
    
    
    1,750
    
    
    
    3,159
    
    
    
    5,683Operating loss
    
    
    (151
    )
    
    
    (623
    )
    
    
    (1,750
    )
    
    
    (3,114
    )
    
    
    (5,638
    )Other income (expense)
    
    
    (120
    )
    
    
    1,296
    
    
    
    
    
    
    
    1
    
    
    
    1,177Income (loss) before income taxes
    
    
    (271
    )
    
    
    673
    
    
    
    (1,750
    )
    
    
    (3,113
    )
    
    
    (4,461
    )Provision for income taxes
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    3
    
    
    
    152Net income (loss)
    
    $
    (271
    )
    
    $
    524
    
    
    $
    (1,750
    )
    
    $
    (3,116
    )
    
    $
    (4,613
    )
  130




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 21. Discontinuance of Operations, Asset Disposals and Transition Services Agreement
(continued)
 Year Ended December 31, 2008Nigeria
    
    
    
    
    
    
    
    
    
    
    DiscontinuedNigeria
    
    
    TSA
    
    
    Venezuela
    
    
    Libya
    
    
    OperationsContract revenue
    
    $
    (94
    )
    
    $
    2,474
    
    
    $
    
    
    
    $
    
    
    
    $
    2,380Operating expenses:Contract
    
    
    (94
    )
    
    
    3,760
    
    
    
    
    
    
    
    
    
    
    
    3,666General and administrative
    
    
    151
    
    
    
    62
    
    
    
    
    
    
    
    2,004
    
    
    
    2,21757
    
    
    
    3,822
    
    
    
    
    
    
    
    2,004
    
    
    
    5,883Operating loss
    
    
    (151
    )
    
    
    (1,348
    )
    
    
    
    
    
    
    (2,004
    )
    
    
    (3,503
    )Other income (expense)
    
    
    4,453
    
    
    
    (177
    )
    
    
    
    
    
    
    (8
    )
    
    
    4,268Income (loss) before income taxes
    
    
    4,302
    
    
    
    (1,525
    )
    
    
    
    
    
    
    (2,012
    )
    
    
    765Provision for income taxes
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    20Net income
(loss)
    
    $
    4,302
    
    
    $
    (1,545
    )
    
    $
    
    
    
    $
    (2,012
    )
    
    $
    745
 Financial Position of Discontinued Operations
  December 31,
    
    
    December 31,2010
    
    
    2009Current assets:Cash and cash equivalents
    
    $
    84
    
    
    $
    90Accounts receivable, net
    
    
    156
    
    
    
    46Prepaid expenses
    
    
    2
    
    
    
    114Total current assets
    
    
    242
    
    
    
    250Property, plant and equipment, net
    
    
    
    
    
    
    Other assets
    
    
    (2
    )
    
    
    442Total assets
    
    
    240
    
    
    
    692Current liabilities
    
    
    324
    
    
    
    351Total current liabilities
    
    
    324
    
    
    
    351Net assets of discontinued operations
    
    $
    (84
    )
    
    $
    341
  131




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##### Table of Contents



Item 9.
    
    Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Managements Report on Internal Control Over Financial Reporting
 
  Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) Utility T&D
   132




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##### Table of Contents



(c) Remediation of Material Weakness in Internal Control Over Financial Reporting
  (d) Changes in Internal Control over Financial Reporting
  
 Item 9B.
    
    Other Information
   133




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  Code of Conduct
 http://www.willbros.com
 
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accounting Fees and Services
   134




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
    2010Form 10-KPage(s)Report of Independent Registered Public Accounting Firm (Grant Thornton LLP)
    
    
    142Schedule II  Consolidated Valuation and Qualifying Accounts
    
    
    143
    2.1
    
    
    Agreement and Plan of Merger dated December 10, 2008, among Willbros Group, Inc., a Delaware
corporation, Willbros Group, Inc., a Republic of Panama corporation, and Willbros Merger, Inc., a
Delaware corporation (filed as Annex A to the proxy statement/prospectus included in our
Registration Statement on Form S-4, Registration No. 333-155281).2.2
    
    
    Agreement and Plan of Merger dated as of March 11, 2010, among Willbros Group, Inc., Co Merger Sub
I, Inc., Ho Merger Sub II, LLC and InfrastruX Group, Inc. (filed as Exhibit 2 to our current
report on Form 8-K dated March 10, 2010, filed March 16, 2010).2.3
    
    
    Amendment to Agreement and Plan of Merger dated as of May 17, 2010, among Willbros Group, Inc., Co
Merger Sub I, Inc., Ho Merger Sub II, LLC and InfrastruX Group, Inc. (filed as Exhibit 2 to our
current report on Form 8-K dated May 17, 2010, filed May 20, 2010).2.4
    
    
    Second Amendment to Agreement and Plan of Merger dated as of June 22, 2010, among Willbros Group,
Inc., Co Merger Sub I, Inc., Ho Merger Sub II, LLC and InfrastruX Group, Inc. (filed as Exhibit 2
to our current report on Form 8-K dated June 22, 2010, filed June 28, 2010).3.1
    
    
    Certificate of Incorporation of Willbros Group, Inc., a Delaware corporation (filed as Exhibit 3.1
to our current report on Form 8-K dated March 3, 2009, filed March 4, 2009).3.2
    
    
    Bylaws of Willbros Group, Inc., a Delaware corporation (filed as Exhibit 3.2 to our current report
on Form 8-K dated March 3, 2009, filed March 4, 2009).4.1
    
    
    Form of stock certificate for Common Stock, par value $0.05, of Willbros Group, Inc., a Delaware
corporation (filed as Exhibit 4.1 to our report on Form 10-Q for the quarter ended March 31, 2009,
filed May 7, 2009).4.2
    
    
    Indenture (including form of note) dated March 12, 2004, between Willbros Group, Inc., a Republic
of Panama corporation, and JPMorganChase Bank, as trustee (filed as Exhibit 10.2 to our report on
Form 10-Q for the quarter ended March 31, 2004, filed May 7, 2004).4.3
    
    
    First Supplemental Indenture dated September 22, 2005, between Willbros Group, Inc., a Republic of
Panama corporation, and JPMorgan Chase Bank, N.A., successor to JPMorgan Chase Bank, as trustee,
to the Indenture dated March 12, 2004, between Willbros Group, Inc., a Republic of Panama
corporation, and JPMorgan Chase Bank, as trustee (filed as Exhibit 4.1 to our current report on
Form 8-K dated September 22, 2005, filed September 28, 2005).
  135




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##### Table of Contents



4.4
    
    
    Second Supplemental Indenture dated as of March 3, 2009, among Willbros Group, Inc., a Republic of
Panama corporation, Willbros Group, Inc., a Delaware corporation, and The Bank of New York Mellon
Trust Company, N.A. (as successor in interest to JP Morgan Chase Bank, N.A.), as trustee (filed as
Exhibit 4.1 to our current report on Form 8-K dated March 3, 2009, filed March 4, 2009).4.5
    
    
    Indenture (including form of note) dated December 23, 2005, among Willbros Group, Inc., a Republic
of Panama corporation, Willbros USA, Inc., as guarantor, and The Bank of New York, as trustee
(filed as Exhibit 10.1 to our current report on Form 8-K dated December 21, 2005, filed December
23, 2005).4.6
    
    
    First Supplemental Indenture dated November 2, 2007, among Willbros Group, Inc., a Republic of
Panama corporation, Willbros USA, Inc., as guarantor, and The Bank of New York, as trustee, to the
Indenture dated December 23, 2005, among Willbros Group, Inc., a Republic of Panama corporation,
Willbros USA, Inc., as guarantor, and The Bank of New York, as trustee (filed as Exhibit 4.2 to
our current report on Form 8-K dated November 2, 2007, filed November 5, 2007).4.7
    
    
    Waiver Agreement dated November 2, 2007, between Willbros Group, Inc., a Republic of Panama
corporation, and Portside Growth and Opportunity Fund with respect to the First Supplemental
Indenture listed in Exhibit 4.9 above (filed as Exhibit 4.1 to our current report on Form 8-K
dated November 2, 2007, filed November 5, 2007).4.8
    
    
    Second Supplemental Indenture dated as of March 3, 2009, among Willbros Group, Inc., a Republic of
Panama corporation, Willbros Group, Inc., a Delaware corporation, Willbros United States Holdings,
Inc., a Delaware corporation (formerly known as Willbros USA, Inc.), and The Bank of New York
Mellon (formerly known as The Bank of New York), as trustee (filed as Exhibit 4.2 to our current
report on Form 8-K dated March 3, 2009, filed March 4, 2009).4.9
    
    
    Form of Consent Agreement and Third Supplemental Indenture (filed as Exhibit 4.2 to our current
report on Form 8-K dated March 10, 2010, filed March 16, 2010).4.10
    
    
    Form of Amendment to Consent Agreement and Third Supplemental Indenture (filed as Exhibit 4.3 to
our report on Form 10-Q for the quarter ended March 31, 2010, filed May 10, 2010).4.11
    
    
    Form of Warrant dated October 27, 2006 (filed as Exhibit 10.2 to our current report on Form 8-K
dated October 26, 2006, filed on October 27, 2006).4.12
    
    
    Warrant Assumption Agreement dated as of January 30, 2009, between Willbros Group, Inc., a
Republic of Panama corporation, and Willbros Group, Inc., a Delaware corporation (filed as Exhibit
10.3 to our current report on Form 8-K dated March 3, 2009, filed March 4, 2009).4.13
    
    
    Stockholder Agreement dated as of March 11, 2010, between Willbros Group, Inc. and InfrastruX
Holdings, LLC (filed as Exhibit 4.1 to our current report on Form 8-K dated March 10, 2010, filed
March 16, 2010).4.14
    
    
    Certificate of Designations of Series A Preferred Stock (filed as Exhibit 3 to our current report
on Form 8-K dated June 30, 2010, filed July 7, 2010).10.1
    
    
    Credit Agreement dated as of June 30, 2010 among Willbros United States Holdings, Inc., as
borrower, Willbros Group, Inc. and certain of its subsidiaries, as guarantors, the lenders from
time to time party thereto, Crédit Agricole Corporate and Investment Bank (Crédit Agricole), as
Administrative Agent, Collateral Agent, Issuing Bank, Revolving Credit Facility Sole Lead
Arranger, Sole Bookrunner and participating Lender, UBS Securities LLC (UBS), as Syndication
Agent, Natixis, The Bank of Nova Scotia and Capital One, N.A., as Co-Documentation Agents, and
Crédit Agricole and UBS as Term Loan Facility Joint Lead Arrangers and Joint Bookrunners (filed as
Exhibit 10 to our current report on Form 8-K dated June 30, 2010, filed on July 7, 2010).10.2
    
    
    Amendment No. 1 to Credit Agreement dated as of
March 4, 2011 among Willbros United States
Holdings, Inc., as borrower, Willbros Group, Inc. and certain of its subsidiaries, as guarantors,
and certain lenders party to the Credit Agreement (filed as Exhibit
10 to our current report on Form 8-K dated March 4, 2011, filed March
9, 2011).10.3
    *
    
    Form of Indemnification Agreement between our directors and officers and us (filed as Exhibit 10
to our report on Form 10-Q for the quarter ended June 30, 2009, filed August 6, 2009).10.4
    *
    
    Willbros Group, Inc. 1996 Stock Plan (filed as Exhibit 10.8 to our Registration Statement on Form
S-1, Registration No. 333-5413 (the S-1 Registration Statement)).
  136




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##### Table of Contents



10.5
    *
    
    Amendment Number 1 to Willbros Group, Inc. 1996 Stock Plan dated February 24, 1999 (filed as
Exhibit A to our Proxy Statement for Annual Meeting of Stockholders dated March 31, 1999).10.6
    *
    
    Amendment Number 2 to Willbros Group, Inc. 1996 Stock Plan dated March 7, 2001 (filed as Exhibit B
to our Proxy Statement for Annual Meeting of Stockholders dated April 2, 2001).10.7
    *
    
    Amendment Number 3 to Willbros Group, Inc. 1996 Stock Plan dated January 1, 2004 (filed as Exhibit
10.4 to our report on Form 10-Q for the quarter ended March 31, 2004, filed May 7, 2004).10.8
    *
    
    Amendment Number 4 to Willbros Group, Inc. 1996 Stock Plan dated March 10, 2004 (filed as Exhibit
B to our Proxy Statement for Annual Meeting of Stockholders dated April 23, 2004).10.9
    *
    
    Amendment Number 5 to Willbros Group, Inc. 1996 Stock Plan (filed as Exhibit C to our Proxy
Statement for Annual Meeting of Stockholders dated July 5, 2006).10.10
    *
    
    Amendment Number 6 to Willbros Group, Inc. 1996 Stock Plan dated March 27, 2008 (filed as Exhibit
B to our Proxy Statement for Annual Meeting of Stockholders dated April 23, 2008).10.11
    *
    
    Amendment Number 7 to Willbros Group, Inc. 1996 Stock Plan dated December 31, 2008 (filed as
Exhibit 10.12 to our report on Form 10-K for the year ended December 31, 2008, filed February 26,
2009 (the 2008 Form 10-K)).10.12
    *
    
    Amendment Number 8 to Willbros Group, Inc. 1996 Stock Plan dated March 12, 2009 (filed as Exhibit
10.12 to our report on Form 10-Q for the quarter ended March 31, 2009, filed May 7, 2009).10.13
    *
    
    Form of Incentive Stock Option Agreement under the Willbros Group, Inc. 1996 Stock Plan (filed as
Exhibit 10.13 to our report on Form 10-K for the year ended December 31, 1996, filed March 31,
1997 (the 1996 Form 10-K)).10.14
    *
    
    Form of Non-Qualified Stock Option Agreement under the Willbros Group, Inc. 1996 Stock Plan (filed
as Exhibit 10.14 to the 1996 Form 10-K).10.15
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group, Inc. 1996 Stock Plan (filed as
Exhibit 10.6 to our report on Form 10-Q for the quarter ended March 31, 2004, filed May 7, 2004).10.16
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group, Inc. 1996 Stock Plan (filed as
Exhibit 10.14 to our report on Form 10-K for the year ended December 31, 2004, filed November 22,
2005 (the 2004 Form 10-K)).10.17
    *
    
    Form of Restricted Stock Rights Award Agreement under the Willbros Group, Inc. 1996 Stock Plan
(filed as Exhibit 10.15 to the 2004 Form 10-K).10.18
    *
    
    Form of Incentive Stock Option Agreement under the Willbros Group, Inc. 1996 Stock Plan (for
awards granted on or after March 12, 2009) (filed as Exhibit 10.4 to our report on Form 10-Q for
the quarter ended March 31, 2009, filed May 7, 2009).10.19
    *
    
    Form of Non-Qualified Stock Option Agreement under the Willbros Group, Inc. 1996 Stock Plan (for
awards granted on or after March 12, 2009) (filed as Exhibit 10.5 to our report on Form 10-Q for
the quarter ended March 31, 2009, filed May 7, 2009).10.20
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group, Inc. 1996 Stock Plan (for
awards granted on or after March 12, 2009) (filed as Exhibit 10.6 to our report on Form 10-Q for
the quarter ended March 31, 2009, filed May 7, 2009).10.21
    *
    
    Form of Restricted Stock Rights Award Agreement under the Willbros Group, Inc. 1996 Stock Plan
(for awards granted on or after March 12, 2009) (filed as Exhibit 10.7 to our report on Form 10-Q
for the quarter ended March 31, 2009, filed May 7, 2009).10.22
    *
    
    Willbros Group, Inc. Director Stock Plan (filed as Exhibit 10.9 to the S-1 Registration Statement).10.23
    *
    
    Amendment Number 1 to Willbros Group, Inc. Director Stock Plan dated January 1, 2002 (filed as
Exhibit 10.13 to our report on Form 10-K for the year ended December 31, 2001, filed February 20,
2002).10.24
    *
    
    Amendment Number 2 to the Willbros Group, Inc. Director Stock Plan dated February 18, 2002 (filed
as Exhibit B to our Proxy Statement for Annual Meeting of Stockholders dated April 30, 2002).
  137




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##### Table of Contents



10.25
    *
    
    Amendment Number 3 to the Willbros Group, Inc. Director Stock Plan dated January 1, 2004 (filed as
Exhibit 10.5 to our report on Form 10-Q for the quarter ended March 31, 2004, filed May 7, 2004).10.26
    *
    
    Willbros Group, Inc. Amended and Restated 2006 Director Restricted Stock Plan (filed as Exhibit
10.19 to our report on Form 10-K for the year ended December 31, 2007, filed February 29, 2008).10.27
    *
    
    Amendment Number 1 to Willbros Group, Inc. Amended and Restated 2006 Director Restricted Stock
Plan dated March 27, 2008 (filed as Exhibit C to our Proxy Statement for Annual Meeting of
Stockholders dated April 23, 2008).10.28
    *
    
    Amendment Number 2 to Willbros Group, Inc. Amended and Restated 2006 Director Restricted Stock
Plan dated January 8, 2010 (filed as Exhibit 10.28 to our report on Form 10-K for the year ended
December 31, 2009, filed March 11, 2010 (the 2009 Form 10-K)).10.29
    *
    
    Amendment Number 3 to Willbros Group, Inc. Amended and Restated 2006 Director Restricted Stock
Plan dated August 25, 2010 (filed as Exhibit 10.4 to our report on Form 10-Q for the quarter ended
September 30, 2010, filed November 9, 2010).10.30
    *
    
    Assumption and General Amendment of Employee Stock Plan and Directors Stock Plans and General
Amendment of Employee Benefit Programs of Willbros Group, Inc. dated March 3, 2009, between
Willbros Group, Inc., a Republic of Panama corporation, and Willbros Group, Inc., a Delaware
corporation (filed as Exhibit 10.2 to our current report on Form 8-K dated March 3, 2009, filed
March 4, 2009).10.31
    *
    
    Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan (filed as Exhibit B to our Proxy
Statement for Annual Meeting of Stockholders dated April 23, 2010).10.32
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group, Inc. 2010 Stock and Incentive
Compensation Plan (filed as Exhibit 10.3 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.33
    *
    
    Form of Restricted Stock Units Award Agreement under the Willbros Group, Inc. 2010 Stock and
Incentive Compensation Plan (filed as Exhibit 10.4 to our current report on Form 8-K dated
September 20, 2010, filed September 22, 2010).10.34
    *
    
    Form of Phantom Stock Units Award Agreement under the Willbros Group, Inc. 2010 Stock and
Incentive Compensation Plan (filed as Exhibit 10.5 to our current report on Form 8-K dated
September 20, 2010, filed September 22, 2010).10.35
    *
    
    Form of Non-Qualified Stock Option Agreement under the Willbros Group, Inc. 2010 Stock and
Incentive Compensation Plan (filed as Exhibit 10.6 to our current report on Form 8-K dated
September 20, 2010, filed September 22, 2010).10.36
    *
    
    Form of Incentive Stock Option Agreement under the Willbros Group, Inc. 2010 Stock and Incentive
Compensation Plan (filed as Exhibit 10.7 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.37
    *
    
    Willbros Group, Inc. Severance Plan (as amended and restated effective September 25, 2003) (filed
as Exhibit 10.1 to our report on Form 10-Q for the quarter ended September 30, 2003, filed
November 13, 2003).10.38
    *
    
    Amendment Number 1 to Willbros Group, Inc. Severance Plan dated December 31, 2008 (filed as
Exhibit 10.25 to the 2008 Form 10-K).10.39
    *
    
    Willbros Group, Inc. Management Severance Plan (as amended and restated effective January 24,
2006) and Amendment Number 1 thereto dated April 10, 2006 (filed as Exhibit 10.32 to the 2009 Form
10-K).10.40
    *
    
    Willbros Group, Inc. 2010 Management Severance Plan for Executives.10.41
    *
    
    Willbros Group, Inc. 2010 Nonqualified Deferred Compensation Plan.10.42
    *
    
    Amended and Restated Employment Agreement dated December 31, 2008, between Willbros USA, Inc., and
Robert R. (Randy) Harl (filed as Exhibit 10.29 to the 2008 Form 10-K).
  138




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10.43
    *
    
    Amendment No. 1 to Amended and Restated Employment Agreement dated as of March 23, 2010 between
Willbros United States Holdings, Inc. and Robert R. Harl (filed as Exhibit 10.1 to our report on
Form 10-Q for the quarter ended March 31, 2010, filed May 10, 2010).10.44
    *
    
    Employment Agreement dated as of September 20, 2010, between Willbros United States Holdings, Inc.
and Robert R. Harl (filed as Exhibit 10.1 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.45
    *
    
    Bonus Agreement dated as of September 20, 2010, between Willbros United States Holdings, Inc. and
Robert R. Harl (filed as Exhibit 10.2 to our current report on Form 8-K dated September 20, 2010,
filed September 22, 2010).10.46
    *
    
    Amended and Restated Employment Agreement dated December 31, 2008, between Willbros USA, Inc. and
Van A. Welch (filed as Exhibit 10.30 to the 2008 Form 10-K).10.47
    *
    
    Employment Agreement dated November 20, 2007, between Integrated Service Company LLC and Arlo B.
Dekraai (filed as Exhibit 10.32 to our report on Form 10-K for the year ended December 31, 2007,
filed February 29, 2008).10.48
    *
    
    Amendment No.1 to Employment Agreement dated December 30, 2008, between Integrated Service Company
LLC and Arlo DeKraai (filed as Exhibit 10.33 to the 2008 Form 10-K).10.49
    *
    
    Separation Agreement and Release dated February 25, 2010, between Willbros United States Holdings,
Inc. and its affiliate Integrated Service Company LLC, and Arlo B. DeKraai (filed as Exhibit 10.39
to the 2009 Form 10-K).10.50
    *
    
    Employment Agreement dated November 20, 2007, between Integrated Service Company LLC and Clayton
W. Hughes and Amendment No. 1 thereto dated December 31, 2008 (filed as Exhibit 10.40 to the 2009
Form 10-K).10.51
    *
    
    Employment Agreement dated May 8, 2006, between InfrastruX Group, Inc. and Michael T. Lennon and
Amendment thereto dated December 31, 2008 (filed as Exhibit 10.1 to our report on Form 10-Q for
the quarter ended September 30, 2010, filed November 9, 2010).10.52
    *
    
    Employment Agreement dated as of February 7, 2011, between Willbros United States Holdings, Inc.
and J. Robert Berra.10.53*
    
    
    Amended and Restated Management Incentive Compensation Program (Effective February 26, 2008)
(filed as Exhibit 10 to our report on Form 10-Q for the quarter ended March 31, 2008, filed May 8,
2008).10.54
    *
    
    Amendment Number 1 to the Willbros Group, Inc. Amended and Restated Management Incentive
Compensation Program (filed as Exhibit 10.2 to our report on Form 10-Q for the quarter ended March
31, 2010, filed May 10, 2010).10.55
    
    
    Purchase Agreement dated December 22, 2005, between Willbros Group, Inc., a Republic of Panama
corporation, Willbros USA, Inc., and the purchasers set forth on Schedule I thereto (the Purchase
Agreement) (filed as Exhibit 10.2 to our current report on Form 8-K dated December 21, 2005,
filed December 23, 2005).10.56
    
    
    Securities Purchase Agreement dated October 26, 2006, by and among Willbros Group, Inc., a
Republic of Panama corporation, and the buyers listed on the signature pages thereto (the
Buyers) (filed as Exhibit 10.1 to our current report on Form 8-K dated October 26, 2006, filed
October 27, 2006).10.57
    
    
    Registration Rights Agreement dated October 27, 2006, by and among Willbros Group, Inc., a
Republic of Panama corporation, and each of the Buyers (filed as Exhibit 10.3 to our current
report on Form 8-K dated October 26, 2006, filed October 27, 2006).10.58
    
    
    Share Purchase Agreement dated February 7, 2007, between Willbros Group, Inc., a Republic of
Panama corporation, and Ascot Offshore Nigeria Limited (filed as Exhibit 10.40 to our report on
Form 10-K for the year ended December 31, 2006, filed March 14, 2007).10.59
    
    
    Indemnity Agreement dated February 7, 2007, among Willbros Group, Inc., a Republic of Panama
corporation, Willbros International, Inc., Ascot Offshore Nigeria Limited and Berkeley Group plc
(filed as Exhibit 10.41 to our report on Form 10-K for the year ended December 31, 2006, filed
March 14, 2007).
  139




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10.60
    
    
    Global Settlement Agreement dated August 15, 2007, among Ascot Offshore Nigeria Limited, Willbros
Group, Inc., a Republic of Panama corporation, Willbros International Services (Nigeria) Limited
and Berkeley Group PLC (filed as Exhibit 10.1 to our report on Form 10-Q for the quarter ended
September 30, 2007, filed November 1, 2007).10.61
    
    
    Share Purchase Agreement dated October 31, 2007, among Willbros USA, Inc., Willbros Group, Inc., a
Republic of Panama corporation, Integrated Service Company LLC, the persons listed on the
shareholders schedule attached thereto (the Shareholders) and the Shareholders Representative
(filed as Exhibit 2.1 to our current report on Form 8-K dated November 20, 2007, filed November
27, 2007).10.62
    
    
    Amendment No. 1 to Share Purchase Agreement dated November 20, 2007, among Willbros USA, Inc.,
Integrated Service Company LLC and Arlo B. Dekraai, as Shareholders Representative (filed as
Exhibit 2.2 to our current report on Form 8-K dated November 20, 2007, filed November 27, 2007).10.63
    
    
    Deferred Prosecution Agreement among Willbros Group, Inc., a Republic of Panama corporation,
Willbros International, Inc. and the Department of Justice filed on May 14, 2008 with the United
States District Court, Southern District of Texas, Houston Division (filed as Exhibit 10 to our
current report on Form 8-K dated May 14, 2008, filed on May 15, 2008).21
    
    
    Subsidiaries.23.1
    
    
    Consent of Grant Thornton LLP.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 USC. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 USC. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    Willbros Group, Inc. and Willbros International, Inc. Information document filed on May 14, 2008
by the United States Attorneys Office for the Southern District of Texas and the United States
Department of Justice (filed as Exhibit 99.1 to our current report on Form 8-K dated May 14, 2008,
filed on May 15, 2008).99.2
    
    
    Complaint by the Securities and Exchange Commission v. Willbros Group, Inc. filed on May 14, 2008
with the United States District Court, Southern District of Texas, Houston Division (filed as
Exhibit 99.2 to our current report on Form 8-K dated May 14, 2008, filed on May 15, 2008).99.3
    
    
    Consent of Willbros Group, Inc. (filed as Exhibit 99.3 to our current report on Form 8-K dated May
14, 2008, filed on May 15, 2008).99.4
    
    
    Agreed Judgment as to Willbros Group, Inc. (filed as Exhibit 99.4 to our current report on Form
8-K dated May 14, 2008, filed on May 15, 2008).
 
 *
    
    Management contract or compensatory plan or arrangement.  140




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SIGNATURES
  WILLBROS GROUP, INC.Date:      March 14, 2011
    By:
    /s/ Robert R. HarlRobert R. HarlPresident and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Robert R. Harl

Robert R. Harl
    
    Director, President and
Chief Executive Officer
(Principal Executive Officer)
    
    March 14, 2011/s/ Van A. Welch

Van A. Welch
    
    Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
    
    March 14, 2011/s/ John T. McNabb, II

John T. McNabb, II
    
    Director and Chairman of the Board
    
    March 14, 2011/s/ Michael J. Bayer

Michael J. Bayer
    
    Director
    
    March 14, 2011William B. Berry
    
    Director
    
    March    , 2011/s/ Arlo B. DeKraai

Arlo B. DeKraai
    
    Director
    
    March 14, 2011Edward J. DiPaolo
    
    Director
    
    March    , 2011Alan B. Levande
    
    Director
    
    March    , 2011/s/ Daniel E. Lonergan

Daniel E. Lonergan
    
    Director
    
    March 14, 2011Robert L. Sluder
    
    Director
    
    March    , 2011/s/ S. Miller Williams

S. Miller Williams
    
    Director
    
    March 14, 2011
  141




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
   
  142




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WILLBROS GROUP, INC.
SCHEDULE II  CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
 Charged(Credited)Balance at
    
    
    to Costs
    
    
    Charge
    
    
    BalanceBeginning
    
    
    and
    
    
    Offs and
    
    
    at EndYear Ended
    
    Description
    
    of Year
    
    
    Expense
    
    
    Other
    
    
    of YearDecember 31, 2008
    
    Allowance for Bad Debts
    
    $
    1,108
    
    
    $
    2,403
    
    
    $
    (1,960
    )
    
    $
    1,551December 31, 2009
    
    Allowance for Bad Debts
    
    $
    1,551
    
    
    $
    664
    
    
    $
    (279
    )
    
    $
    1,936December 31, 2010
    
    Allowance for Bad Debts
    
    $
    1,936
    
    
    $
    2,887
    
    
    $
    (324
    )
    
    $
    4,499
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##### Table of Contents



INDEX TO EXHIBITS
  2.1
    
    
    Agreement and Plan of Merger dated December 10, 2008, among
Willbros Group, Inc., a Delaware corporation, Willbros Group, Inc.,
a Republic of Panama corporation, and Willbros Merger, Inc., a
Delaware corporation (filed as Annex A to the proxy
statement/prospectus included in our Registration Statement on Form
S-4, Registration No. 333-155281).2.2
    
    
    Agreement and Plan of Merger dated as of March 11, 2010, among
Willbros Group, Inc., Co Merger Sub I, Inc., Ho Merger Sub II, LLC
and InfrastruX Group, Inc. (filed as Exhibit 2 to our current
report on Form 8-K dated March 10, 2010, filed March 16, 2010).2.3
    
    
    Amendment to Agreement and Plan of Merger dated as of May 17, 2010,
among Willbros Group, Inc., Co Merger Sub I, Inc., Ho Merger Sub
II, LLC and InfrastruX Group, Inc. (filed as Exhibit 2 to our
current report on Form 8-K dated May 17, 2010, filed May 20, 2010).2.4
    
    
    Second Amendment to Agreement and Plan of Merger dated as of June
22, 2010, among Willbros Group, Inc., Co Merger Sub I, Inc., Ho
Merger Sub II, LLC and InfrastruX Group, Inc. (filed as Exhibit 2
to our current report on Form 8-K dated June 22, 2010, filed June
28, 2010).3.1
    
    
    Certificate of Incorporation of Willbros Group, Inc., a Delaware
corporation (filed as Exhibit 3.1 to our current report on Form 8-K
dated March 3, 2009, filed March 4, 2009).3.2
    
    
    Bylaws of Willbros Group, Inc., a Delaware corporation (filed as
Exhibit 3.2 to our current report on Form 8-K dated March 3, 2009,
filed March 4, 2009).4.1
    
    
    Form of stock certificate for Common Stock, par value $0.05, of
Willbros Group, Inc., a Delaware corporation (filed as Exhibit 4.1
to our report on Form 10-Q for the quarter ended March 31, 2009,
filed May 7, 2009).4.2
    
    
    Indenture (including form of note) dated March 12, 2004, between
Willbros Group, Inc., a Republic of Panama corporation, and
JPMorganChase Bank, as trustee (filed as Exhibit 10.2 to our report
on Form 10-Q for the quarter ended March 31, 2004, filed May 7,
2004).4.3
    
    
    First Supplemental Indenture dated September 22, 2005, between
Willbros Group, Inc., a Republic of Panama corporation, and
JPMorgan Chase Bank, N.A., successor to JPMorgan Chase Bank, as
trustee, to the Indenture dated March 12, 2004, between Willbros
Group, Inc., a Republic of Panama corporation, and JPMorgan Chase
Bank, as trustee (filed as Exhibit 4.1 to our current report on
Form 8-K dated September 22, 2005, filed September 28, 2005).4.4
    
    
    Second Supplemental Indenture dated as of March 3, 2009, among
Willbros Group, Inc., a Republic of Panama corporation, Willbros
Group, Inc., a Delaware corporation, and The Bank of New York
Mellon Trust Company, N.A. (as successor in interest to JP Morgan
Chase Bank, N.A.), as trustee (filed as Exhibit 4.1 to our current
report on Form 8-K dated March 3, 2009, filed March 4, 2009).4.5
    
    
    Indenture (including form of note) dated December 23, 2005, among
Willbros Group, Inc., a Republic of Panama corporation, Willbros
USA, Inc., as guarantor, and The Bank of New York, as trustee
(filed as Exhibit 10.1 to our current report on Form 8-K dated
December 21, 2005, filed December 23, 2005).4.6
    
    
    First Supplemental Indenture dated November 2, 2007, among Willbros
Group, Inc., a Republic of Panama corporation, Willbros USA, Inc.,
as guarantor, and The Bank of New York, as trustee, to the
Indenture dated December 23, 2005, among Willbros Group, Inc., a
Republic of Panama corporation, Willbros USA, Inc., as guarantor,
and The Bank of New York, as trustee (filed as Exhibit 4.2 to our
current report on Form 8-K dated November 2, 2007, filed November
5, 2007).4.7
    
    
    Waiver Agreement dated November 2, 2007, between Willbros Group,
Inc., a Republic of Panama corporation, and Portside Growth and
Opportunity Fund with respect to the First Supplemental Indenture
listed in Exhibit 4.9 above (filed as Exhibit 4.1 to our current
report on Form 8-K dated November 2, 2007, filed November 5, 2007).
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4.8
    
    
    Second Supplemental Indenture dated as of March 3, 2009, among
Willbros Group, Inc., a Republic of Panama corporation, Willbros
Group, Inc., a Delaware corporation, Willbros United States
Holdings, Inc., a Delaware corporation (formerly known as Willbros
USA, Inc.), and The Bank of New York Mellon (formerly known as The
Bank of New York), as trustee (filed as Exhibit 4.2 to our current
report on Form 8-K dated March 3, 2009, filed March 4, 2009).4.9
    
    
    Form of Consent Agreement and Third Supplemental Indenture (filed
as Exhibit 4.2 to our current report on Form 8-K dated March 10,
2010, filed March 16, 2010).4.10
    
    
    Form of Amendment to Consent Agreement and Third Supplemental
Indenture (filed as Exhibit 4.3 to our report on Form 10-Q for the
quarter ended March 31, 2010, filed May 10, 2010).4.11
    
    
    Form of Warrant dated October 27, 2006 (filed as Exhibit 10.2 to
our current report on Form 8-K dated October 26, 2006, filed on
October 27, 2006).4.12
    
    
    Warrant Assumption Agreement dated as of January 30, 2009, between
Willbros Group, Inc., a Republic of Panama corporation, and
Willbros Group, Inc., a Delaware corporation (filed as Exhibit 10.3
to our current report on Form 8-K dated March 3, 2009, filed March
4, 2009).4.13
    
    
    Stockholder Agreement dated as of March 11, 2010, between Willbros
Group, Inc. and InfrastruX Holdings, LLC (filed as Exhibit 4.1 to
our current report on Form 8-K dated March 10, 2010, filed March
16, 2010).4.14
    
    
    Certificate of Designations of Series A Preferred Stock (filed as
Exhibit 3 to our current report on Form 8-K dated June 30, 2010,
filed July 7, 2010).10.1
    
    
    Credit Agreement dated as of June 30, 2010 among Willbros United
States Holdings, Inc., as borrower, Willbros Group, Inc. and
certain of its subsidiaries, as guarantors, the lenders from time
to time party thereto, Crédit Agricole Corporate and Investment
Bank (Crédit Agricole), as Administrative Agent, Collateral
Agent, Issuing Bank, Revolving Credit Facility Sole Lead Arranger,
Sole Bookrunner and participating Lender, UBS Securities LLC
(UBS), as Syndication Agent, Natixis, The Bank of Nova Scotia and
Capital One, N.A., as Co-Documentation Agents, and Crédit Agricole
and UBS as Term Loan Facility Joint Lead Arrangers and Joint
Bookrunners (filed as Exhibit 10 to our current report on Form 8-K
dated June 30, 2010, filed on July 7, 2010).10.2
    
    
    Amendment No. 1 to Credit Agreement dated as of March 4, 2011 among
Willbros United States Holdings, Inc., as borrower, Willbros Group,
Inc. and certain of its subsidiaries, as guarantors, and certain
lenders party to the Credit Agreement (filed as Exhibit 10 to our
current report on Form 8-K dated March 4, 2011, filed on March 9,
2011).10.3
    *
    
    Form of Indemnification Agreement between our directors and
officers and us (filed as Exhibit 10 to our report on Form 10-Q for
the quarter ended June 30, 2009, filed August 6, 2009).10.4
    *
    
    Willbros Group, Inc. 1996 Stock Plan (filed as Exhibit 10.8 to our
Registration Statement on Form S-1, Registration No. 333-5413 (the
S-1 Registration Statement)).10.5
    *
    
    Amendment Number 1 to Willbros Group, Inc. 1996 Stock Plan dated
February 24, 1999 (filed as Exhibit A to our Proxy Statement for
Annual Meeting of Stockholders dated March 31, 1999).10.6
    *
    
    Amendment Number 2 to Willbros Group, Inc. 1996 Stock Plan dated
March 7, 2001 (filed as Exhibit B to our Proxy Statement for Annual
Meeting of Stockholders dated April 2, 2001).10.7
    *
    
    Amendment Number 3 to Willbros Group, Inc. 1996 Stock Plan dated
January 1, 2004 (filed as Exhibit 10.4 to our report on Form 10-Q
for the quarter ended March 31, 2004, filed May 7, 2004).10.8
    *
    
    Amendment Number 4 to Willbros Group, Inc. 1996 Stock Plan dated
March 10, 2004 (filed as Exhibit B to our Proxy Statement for
Annual Meeting of Stockholders dated April 23, 2004).10.9
    *
    
    Amendment Number 5 to Willbros Group, Inc. 1996 Stock Plan (filed
as Exhibit C to our Proxy Statement for Annual Meeting of
Stockholders dated July 5, 2006).10.10
    *
    
    Amendment Number 6 to Willbros Group, Inc. 1996 Stock Plan dated
March 27, 2008 (filed as Exhibit B to our Proxy Statement for
Annual Meeting of Stockholders dated April 23, 2008).10.11
    *
    
    Amendment Number 7 to Willbros Group, Inc. 1996 Stock Plan dated
December 31, 2008 (filed as Exhibit 10.12 to our report on Form
10-K for the year ended December 31, 2008, filed February 26, 2009
(the 2008 Form 10-K)).
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10.12
    *
    
    Amendment Number 8 to Willbros Group, Inc. 1996 Stock Plan dated
March 12, 2009 (filed as Exhibit 10.12 to our report on Form 10-Q
for the quarter ended March 31, 2009, filed May 7, 2009).10.13
    *
    
    Form of Incentive Stock Option Agreement under the Willbros Group,
Inc. 1996 Stock Plan (filed as Exhibit 10.13 to our report on Form
10-K for the year ended December 31, 1996, filed March 31, 1997
(the 1996 Form 10-K)).10.14
    *
    
    Form of Non-Qualified Stock Option Agreement under the Willbros
Group, Inc. 1996 Stock Plan (filed as Exhibit 10.14 to the 1996
Form 10-K).10.15
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group,
Inc. 1996 Stock Plan (filed as Exhibit 10.6 to our report on Form
10-Q for the quarter ended March 31, 2004, filed May 7, 2004).10.16
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group,
Inc. 1996 Stock Plan (filed as Exhibit 10.14 to our report on Form
10-K for the year ended December 31, 2004, filed November 22, 2005
(the 2004 Form 10-K)).10.17
    *
    
    Form of Restricted Stock Rights Award Agreement under the Willbros
Group, Inc. 1996 Stock Plan (filed as Exhibit 10.15 to the 2004
Form 10-K).10.18
    *
    
    Form of Incentive Stock Option Agreement under the Willbros Group,
Inc. 1996 Stock Plan (for awards granted on or after March 12,
2009) (filed as Exhibit 10.4 to our report on Form 10-Q for the
quarter ended March 31, 2009, filed May 7, 2009).10.19
    *
    
    Form of Non-Qualified Stock Option Agreement under the Willbros
Group, Inc. 1996 Stock Plan (for awards granted on or after March
12, 2009) (filed as Exhibit 10.5 to our report on Form 10-Q for the
quarter ended March 31, 2009, filed May 7, 2009).10.20
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group,
Inc. 1996 Stock Plan (for awards granted on or after March 12,
2009) (filed as Exhibit 10.6 to our report on Form 10-Q for the
quarter ended March 31, 2009, filed May 7, 2009).10.21
    *
    
    Form of Restricted Stock Rights Award Agreement under the Willbros
Group, Inc. 1996 Stock Plan (for awards granted on or after March
12, 2009) (filed as Exhibit 10.7 to our report on Form 10-Q for the
quarter ended March 31, 2009, filed May 7, 2009).10.22
    *
    
    Willbros Group, Inc. Director Stock Plan (filed as Exhibit 10.9 to
the S-1 Registration Statement).10.23
    *
    
    Amendment Number 1 to Willbros Group, Inc. Director Stock Plan
dated January 1, 2002 (filed as Exhibit 10.13 to our report on Form
10-K for the year ended December 31, 2001, filed February 20,
2002).10.24
    *
    
    Amendment Number 2 to the Willbros Group, Inc. Director Stock Plan
dated February 18, 2002 (filed as Exhibit B to our Proxy Statement
for Annual Meeting of Stockholders dated April 30, 2002).10.25
    *
    
    Amendment Number 3 to the Willbros Group, Inc. Director Stock Plan
dated January 1, 2004 (filed as Exhibit 10.5 to our report on Form
10-Q for the quarter ended March 31, 2004, filed May 7, 2004).10.26
    *
    
    Willbros Group, Inc. Amended and Restated 2006 Director Restricted
Stock Plan (filed as Exhibit 10.19 to our report on Form 10-K for
the year ended December 31, 2007, filed February 29, 2008).10.27
    *
    
    Amendment Number 1 to Willbros Group, Inc. Amended and Restated
2006 Director Restricted Stock Plan dated March 27, 2008 (filed as
Exhibit C to our Proxy Statement for Annual Meeting of Stockholders
dated April 23, 2008).10.28
    *
    
    Amendment Number 2 to Willbros Group, Inc. Amended and Restated
2006 Director Restricted Stock Plan dated January 8, 2010 (filed as
Exhibit 10.28 to our report on Form 10-K for the year ended
December 31, 2009, filed March 11, 2010 (the 2009 Form 10-K)).10.29
    *
    
    Amendment Number 3 to Willbros Group, Inc. Amended and Restated
2006 Director Restricted Stock Plan dated August 25, 2010 (filed as
Exhibit 10.4 to our report on Form 10-Q for the quarter ended
September 30, 2010, filed November 9, 2010).10.30
    *
    
    Assumption and General Amendment of Employee Stock Plan and
Directors Stock Plans and General Amendment of Employee Benefit
Programs of Willbros Group, Inc. dated March 3, 2009, between
Willbros Group, Inc., a Republic of Panama corporation, and
Willbros Group, Inc., a Delaware corporation (filed as Exhibit 10.2
to our current report on Form 8-K dated March 3, 2009, filed March
4, 2009).
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10.31
    *
    
    Willbros Group, Inc. 2010 Stock and Incentive Compensation Plan
(filed as Exhibit B to our Proxy Statement for Annual Meeting of
Stockholders dated April 23, 2010).10.32
    *
    
    Form of Restricted Stock Award Agreement under the Willbros Group,
Inc. 2010 Stock and Incentive Compensation Plan (filed as Exhibit
10.3 to our current report on Form 8-K dated September 20, 2010,
filed September 22, 2010).10.33
    *
    
    Form of Restricted Stock Units Award Agreement under the Willbros
Group, Inc. 2010 Stock and Incentive Compensation Plan (filed as
Exhibit 10.4 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.34
    *
    
    Form of Phantom Stock Units Award Agreement under the Willbros
Group, Inc. 2010 Stock and Incentive Compensation Plan (filed as
Exhibit 10.5 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.35
    *
    
    Form of Non-Qualified Stock Option Agreement under the Willbros
Group, Inc. 2010 Stock and Incentive Compensation Plan (filed as
Exhibit 10.6 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.36
    *
    
    Form of Incentive Stock Option Agreement under the Willbros Group,
Inc. 2010 Stock and Incentive Compensation Plan (filed as Exhibit
10.7 to our current report on Form 8-K dated September 20, 2010,
filed September 22, 2010).10.37
    *
    
    Willbros Group, Inc. Severance Plan (as amended and restated
effective September 25, 2003) (filed as Exhibit 10.1 to our report
on Form 10-Q for the quarter ended September 30, 2003, filed
November 13, 2003).10.38
    *
    
    Amendment Number 1 to Willbros Group, Inc. Severance Plan dated
December 31, 2008 (filed as Exhibit 10.25 to the 2008 Form 10-K).10.39
    *
    
    Willbros Group, Inc. Management Severance Plan (as amended and
restated effective January 24, 2006) and Amendment Number 1 thereto
dated April 10, 2006 (filed as Exhibit 10.32 to the 2009 Form
10-K).10.40
    *
    
    Willbros Group, Inc. 2010 Management Severance Plan for Executives.10.41
    *
    
    Willbros Group, Inc. 2010 Nonqualified Deferred Compensation Plan.10.42
    *
    
    Amended and Restated Employment Agreement dated December 31, 2008,
between Willbros USA, Inc., and Robert R. (Randy) Harl (filed as
Exhibit 10.29 to the 2008 Form 10-K).10.43
    *
    
    Amendment No. 1 to Amended and Restated Employment Agreement dated
as of March 23, 2010 between Willbros United States Holdings, Inc.
and Robert R. Harl (filed as Exhibit 10.1 to our report on Form
10-Q for the quarter ended March 31, 2010, filed May 10, 2010).10.44
    *
    
    Employment Agreement dated as of September 20, 2010, between
Willbros United States Holdings, Inc. and Robert R. Harl (filed as
Exhibit 10.1 to our current report on Form 8-K dated September 20,
2010, filed September 22, 2010).10.45
    *
    
    Bonus Agreement dated as of September 20, 2010, between Willbros
United States Holdings, Inc. and Robert R. Harl (filed as Exhibit
10.2 to our current report on Form 8-K dated September 20, 2010,
filed September 22, 2010).10.46
    *
    
    Amended and Restated Employment Agreement dated December 31, 2008,
between Willbros USA, Inc. and Van A. Welch (filed as Exhibit 10.30
to the 2008 Form 10-K).10.47
    *
    
    Employment Agreement dated November 20, 2007, between Integrated
Service Company LLC and Arlo B. Dekraai (filed as Exhibit 10.32 to
our report on Form 10-K for the year ended December 31, 2007, filed
February 29, 2008).10.48
    *
    

Amendment No.1 to Employment Agreement dated December 30, 2008,
between Integrated Service Company LLC and Arlo DeKraai (filed as
Exhibit 10.33 to the 2008 Form 10-K).
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10.49
    *
    
    Separation Agreement and Release dated February 25, 2010, between
Willbros United States Holdings, Inc. and its affiliate Integrated
Service Company LLC, and Arlo B. DeKraai (filed as Exhibit 10.39 to
the 2009 Form 10-K).10.50
    *
    
    Employment Agreement dated November 20, 2007, between Integrated
Service Company LLC and Clayton W. Hughes and Amendment No. 1
thereto dated December 31, 2008 (filed as Exhibit 10.40 to the 2009
Form 10-K).10.51
    *
    
    Employment Agreement dated May 8, 2006, between InfrastruX Group,
Inc. and Michael T. Lennon and Amendment thereto dated December 31,
2008 (filed as Exhibit 10.1 to our report on Form 10-Q for the
quarter ended September 30, 2010, filed November 9, 2010).10.52
    *
    
    Employment Agreement dated as of February 7, 2011, between Willbros
United States Holdings, Inc. and J. Robert Berra.10.53
    *
    
    Amended and Restated Management Incentive Compensation Program
(Effective February 26, 2008) (filed as Exhibit 10 to our report on
Form 10-Q for the quarter ended March 31, 2008, filed May 8, 2008).10.54
    *
    
    Amendment Number 1 to the Willbros Group, Inc. Amended and Restated
Management Incentive Compensation Program (filed as Exhibit 10.2 to
our report on Form 10-Q for the quarter ended March 31, 2010, filed
May 10, 2010).10.55
    
    
    Purchase Agreement dated December 22, 2005, between Willbros Group,
Inc., a Republic of Panama corporation, Willbros USA, Inc., and the
purchasers set forth on Schedule I thereto (the Purchase
Agreement) (filed as Exhibit 10.2 to our current report on Form
8-K dated December 21, 2005, filed December 23, 2005).10.56
    
    
    Securities Purchase Agreement dated October 26, 2006, by and among
Willbros Group, Inc., a Republic of Panama corporation, and the
buyers listed on the signature pages thereto (the Buyers) (filed
as Exhibit 10.1 to our current report on Form 8-K dated October 26,
2006, filed October 27, 2006).10.57
    
    
    Registration Rights Agreement dated October 27, 2006, by and among
Willbros Group, Inc., a Republic of Panama corporation, and each of
the Buyers (filed as Exhibit 10.3 to our current report on Form 8-K
dated October 26, 2006, filed October 27, 2006).10.58
    
    
    Share Purchase Agreement dated February 7, 2007, between Willbros
Group, Inc., a Republic of Panama corporation, and Ascot Offshore
Nigeria Limited (filed as Exhibit 10.40 to our report on Form 10-K
for the year ended December 31, 2006, filed March 14, 2007).10.59
    
    
    Indemnity Agreement dated February 7, 2007, among Willbros Group,
Inc., a Republic of Panama corporation, Willbros International,
Inc., Ascot Offshore Nigeria Limited and Berkeley Group plc (filed
as Exhibit 10.41 to our report on Form 10-K for the year ended
December 31, 2006, filed March 14, 2007).10.60
    
    
    Global Settlement Agreement dated August 15, 2007, among Ascot
Offshore Nigeria Limited, Willbros Group, Inc., a Republic of
Panama corporation, Willbros International Services (Nigeria)
Limited and Berkeley Group PLC (filed as Exhibit 10.1 to our report
on Form 10-Q for the quarter ended September 30, 2007, filed
November 1, 2007).10.61
    
    
    Share Purchase Agreement dated October 31, 2007, among Willbros
USA, Inc., Willbros Group, Inc., a Republic of Panama corporation,
Integrated Service Company LLC, the persons listed on the
shareholders schedule attached thereto (the Shareholders) and the
Shareholders Representative (filed as Exhibit 2.1 to our current
report on Form 8-K dated November 20, 2007, filed November 27,
2007).10.62
    
    
    Amendment No. 1 to Share Purchase Agreement dated November 20,
2007, among Willbros USA, Inc., Integrated Service Company LLC and
Arlo B. Dekraai, as Shareholders Representative (filed as Exhibit
2.2 to our current report on Form 8-K dated November 20, 2007,
filed November 27, 2007).10.63
    
    
    Deferred Prosecution Agreement among Willbros Group, Inc., a
Republic of Panama corporation, Willbros International, Inc. and
the Department of Justice filed on May 14, 2008 with the United
States District Court, Southern District of Texas, Houston Division
(filed as Exhibit 10 to our current report on Form 8-K dated May
14, 2008, filed on May 15, 2008).
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21
    
    
    Subsidiaries.23.1
    
    
    Consent of Grant Thornton LLP.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 USC.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 USC.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    
    Willbros Group, Inc. and Willbros International, Inc. Information
document filed on May 14, 2008 by the United States Attorneys
Office for the Southern District of Texas and the United States
Department of Justice (filed as Exhibit 99.1 to our current report
on Form 8-K dated May 14, 2008, filed on May 15, 2008).99.2
    
    
    Complaint by the Securities and Exchange Commission v. Willbros
Group, Inc. filed on May 14, 2008 with the United States District
Court, Southern District of Texas, Houston Division (filed as
Exhibit 99.2 to our current report on Form 8-K dated May 14, 2008,
filed on May 15, 2008).99.3
    
    
    Consent of Willbros Group, Inc. (filed as Exhibit 99.3 to our
current report on Form 8-K dated May 14, 2008, filed on May 15,
2008).99.4
    
    
    Agreed Judgment as to Willbros Group, Inc. (filed as Exhibit 99.4
to our current report on Form 8-K dated May 14, 2008, filed on May
15, 2008).
 
 *
    
    Management contract or compensatory plan or arrangement.  149