##### 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, 2009
 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
  Title of each class
    
    Name of each exchange
on which registeredCommon Stock, $.05 Par Value
    
    New York Stock Exchange
  Yes o No þ
 Yes o No þ
 Yes þ No 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, 2009
TABLE OF CONTENTS
 PagePART IItems 1. and 2. Business and Properties
    
    
    4Item 1A. Risk Factors
    
    
    23Item 1B. Unresolved Staff Comments
    
    
    33Item 3. Legal Proceedings
    
    
    34Item 4. Reserved
    
    
    34Item 4A. Executive Officers of the Registrant
    
    
    34PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    35Item 6. Selected Financial Data
    
    
    36Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    38Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    57Item 8. Financial Statements and Supplementary Data
    
    
    58Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    106Item 9A. Controls and Procedures
    
    
    106Item 9B. Other Information
    
    
    106PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    107Item 11. Executive Compensation
    
    
    107Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    107Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    107Item 14. Principal Accounting Fees and Services
    
    
    107PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    108Signatures
    
    
    113Exhibit 10.28Exhibit 10.32Exhibit 10.39Exhibit 10.40Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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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 customers project economics support a reasonable level of development work;
    
    inability to predict the length and breadth of the current global recession, 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;
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
    
    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 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 or incorporated by reference in this
Form 10-K; and
    
    other factors, most of which are beyond our control.
  
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PART I
 
 Items 1 and 2.
    
    Business and Properties
 General
     
    
    Willbros United States Holdings, Inc.;
    
    Willbros Construction (U.S.), LLC;
    
    Willbros Canada Holdings ULC;
    
    Integrated Service Company LLC;
    
    Wink Engineering, LLC;
    
    Willbros Engineers (U.S.), LLC;
    
    Willbros Project Services (U.S.), LLC;
    
    Willbros Midstream Services (U.S.), LLC;
    
    Willbros Construction Services (Canada) L.P.;
    
    Willbros Midwest Pipeline Construction (Canada) L.P.;
    
    Willbros Government Services (U.S.), LLC;
    
    Willbros Middle East, Ltd.;
    
    Willbros (Overseas) Ltd.; and
    
    The Oman Construction Company (TOCO) L.L.C.
  4




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http://www.willbros.com/
 http://www.willbros.com/
 Willbros Background
    1908
    
    Miller and David Williams form the pipeline 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.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.
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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
(InServ) in November 2007.2008
    
    Completed two 36-inch loops in Northern Alberta for Trans Canada. 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.
 Business Segments
 Engineering,
Upstream Oil & Gas Downstream Oil & Gas Engineering Upstream Oil & Gas Downstream Oil & Gas
     6




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Services Provided
 Upstream Oil & Gas
  Construction Services
  Pipeline Construction.
   Fabrication
 Facilities Construction.
  7




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Engineering Services
  Natural Gas Transmission Systems.
 Liquids Pipelines and Storage Facility Design.
 Design of Peripheral Systems.
  Climatic Constraints.
 Environmental Impact of River Crossings/Wetlands.
 Seismic Design and Stress Analysis.
 Hazardous Materials.
 Hydraulics Analysis for Fluid Flow in Piping Systems.
  8




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Procurement Services.
 Pipeline Integrity Testing, Management & Maintenance.
 EPC Services
  Specialty Services
  Downstream Oil & Gas
  
    
    construction, maintenance and turnaround services for downstream facilities, including
for fluid catalytic cracking (FCC) units, the main process unit 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 and permitting and
providing safety equipment;
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
    
    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.
 Tank Services.
 Safety Services.
 U.S. Government Services.
  10




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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.
  EPC Services.
 Current Market Conditions
 Upstream Oil & Gas Downstream Oil & Gas
 Upstream Oil & Gas
 Upstream Oil & Gas Upstream Oil & Gas
  11




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Upstream Oil & Gas Downstream Oil & Gas
  Downstream Oil & Gas
  Downstream Oil & Gas Downstream Oil & Gas ,
  12




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Downstream Oil & Gas
 Our Vision
   
    
    Diversifying our current end market 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 higher return 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.
    
    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;
    
    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.
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Our Strategy
  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
existing service offerings are expected to result from the monetization of previously
developed oil and gas reserves through connectivity to primary demand end markets. The
ongoing development of unconventional shale gas plays is expected to provide new
insfrastructure development opportunities. We continue to pursue opportunities to expand
our service offerings in North America organically or through acquisitions to include more
recurring service work and to build alliances to better balance our reliance on large
capital expenditure projects, such as large diameter cross-country pipeline construction.While our operations are currently concentrated in North America, we are re-deploying and
adding resources to seek global opportunities to further diversify our geographic footprint
into international markets that provide attractive risk-adjusted returns. We believe our
extensive international
experience is a competitive advantage. We are pursuing new work in the expanding
Asia-Pacific energy infrastructure market where we formed an alliance with Nacap, a
well-known international pipeline contractor with operations in Australia. This alliance
allows us to leverage our complementary capabilities and experience in pursuit of multiple
large diameter pipeline EPC opportunities associated with that countrys development of
significant coal bed methane deposits. In the Middle East and North Africa, we are
leveraging our longstanding Omani operations to expand in the area. Additionally, in Libya
we won an assignment to provide program management and engineering services to the Great
Manmade River Authority. We believe that markets in the Middle East and North Africa may
offer attractive opportunities for us in the future given mid and long-term industry trends.
    
    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 offerings, are entering a much more competitive
period characterized in the short term by more 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.
 Leverage Industry Position and Reputation into a Broader Service Offering
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Maintain Financial Flexibility
  Leverage Core Service Expertise into Additional Full EPC Contracts
  GEOGRAPHIC REGIONS
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentContract RevenueUnited States
    
    $
    939,985
    
    
    
    74.6
    %
    
    $
    1,440,239
    
    
    
    75.4
    %
    
    $
    612,647
    
    
    
    64.7
    %Canada
    
    
    254,420
    
    
    
    20.2
    %
    
    
    387,498
    
    
    
    20.2
    %
    
    
    244,806
    
    
    
    25.8
    %Oman
    
    
    65,368
    
    
    
    5.2
    %
    
    
    84,967
    
    
    
    4.4
    %
    
    
    90,238
    
    
    
    9.5
    %Other
    
    
    45
    
    
    
    0.0
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Total
    
    $
    1,259,818
    
    
    
    100.0
    %
    
    $
    1,912,704
    
    
    
    100.0
    %
    
    $
    947,691
    
    
    
    100.0
    %
  15




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United States
 Upstream Oil & Gas
  Downstream Oil & Gas Downstream Oil & Gas Downstream Oil & Gas
   16




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Canada
  Middle East
  Africa
 Upstream Oil & Gas Downstream
Oil & Gas
 Asia-Pacific
  South America
  Backlog
    17




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Year Ended December 31,2009
    
    
    2008Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentUpstream Oil & Gas
    
    $
    245,586
    
    
    
    62.7
    %
    
    $
    484,068
    
    
    
    73.8
    %Downstream Oil & Gas
    
    
    146,156
    
    
    
    37.3
    %
    
    
    171,426
    
    
    
    26.2
    %Total backlog
    
    $
    391,742
    
    
    
    100.0
    %
    
    $
    655,494
    
    
    
    100.0
    %
 Year Ended December 31,2009
    
    
    2008Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentGeographic RegionUnited States
    
    $
    358,808
    
    
    
    91.6
    %
    
    $
    492,621
    
    
    
    75.2
    %Canada
    
    
    9,639
    
    
    
    2.5
    %
    
    
    128,692
    
    
    
    19.6
    %Middle East/North Africa
    
    
    23,295
    
    
    
    5.9
    %
    
    
    34,181
    
    
    
    5.2
    %Total backlog
    
    $
    391,742
    
    
    
    100.0
    %
    
    $
    655,494
    
    
    
    100.0
    %
 Year Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Total Backlog
    
    $
    391,742
    
    
    $
    655,494
    
    
    $
    1,305,441
    
    
    $
    602,272
    
    
    $
    240,373
 Competition
  Globally
 
    
    Engineering  CH2M Hill, Gulf Interstate, Universal Pegasus, Trigon, Mustang
Engineering and ENGlobal Engineering.
 United States
 
    
    Upstream Oil & GasSegment Construction  Associated Pipeline Contractors, Price
Gregory Services, Sheehan Pipeline Construction, U.S. Pipeline and Welded Construction. 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.
 Canada
 
    
    Onshore Pipeline Construction  North American Energy Services, Flint Energy Services
and OJ Pipelines.
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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).
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Employees
   Number ofEmployees
    
    
    PercentU.S. Upstream Oil & Gas
    
    
    503
    
    
    
    13.5
    %U.S. Downstream Oil & Gas
    
    
    1,281
    
    
    
    34.5
    %U.S. Administration
    
    
    115
    
    
    
    3.1
    %Canada
    
    
    470
    
    
    
    12.7
    %Oman
    
    
    1,338
    
    
    
    36.0
    %Other International  Libya
    
    
    7
    
    
    
    0.2
    %Total
    
    
    3,714
    
    
    
    100.0
    %
 Equipment
    20




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Facilities
  Principal Facilities
 Business Unit
    
    Location
    
    Description
    
    OwnershipU.S. Upstream Oil & Gas
    
    Houston, TX
    
    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
    
    OwnHouston, TX
    
    Office space
    
    LeaseSt. Rose, LA
    
    Office space
    
    LeaseTulsa, OK
    
    Manufacturing, general
warehousing and office
space
    
    OwnCanada
    
    Ft. McMurray, Alberta,
Canada
    
    Fabrication and
maintenance facility
    
    OwnAcheson, Alberta Canada
    
    Office space and
equipment yard
    
    OwnEdmonton Sherwood
Park, Alberta, Canada
    
    Office space
    
    LeasedOman
    
    Oman
    
    Office space, fabrication
and maintenance facility
    
    LeasedHeadquarters
    
    Houston, TX
    
    Office Space
    
    Leased
  Insurance and Bonding
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Global Warming and Climate Change
        22




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Item 1A.
    
    Risk Factors
  RISKS RELATED TO OUR BUSINESS
 Our business is highly dependent upon the level of capital expenditures by oil, gas and 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, gas 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 final settlements with the DOJ and the SEC, and the prosecution of former employees, may
negatively impact our ongoing operations.
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Our failure to comply with the terms of settlement agreements with the DOJ and SEC would have a
negative impact on our ongoing operations.
    
    
    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.
  We may continue to experience losses associated with our prior Nigeria based operations which could
have a material adverse effect on us.
     
    
    The same difficulties which led to our leaving Nigeria continue to exist for Ascot,
as well as additional challenges, including various financial difficulties that we
understand Ascot may from time to time be experiencing. Accordingly, Ascots continued
willingness and ability to perform
our former projects in West Africa continue to be important factors to further reducing
our risk profile in Nigeria and elsewhere in West Africa.
    
    We issued parent company guarantees to our former clients in connection with the
performance of some of our contracts in Nigeria and nearby West Africa locations.
Although Ascot assumed the responsibility for completing these projects, our parent
company guarantees may remain in force in varying degrees until the projects are
completed. Indemnities are in place pursuant to which Ascot and its parent company are
obligated to indemnify us for any losses we incur under these parent company
guarantees. However, we can provide no assurance that we will be successful in
enforcing our indemnity rights. The guarantees include five projects under which we
estimated that, at February 7, 2007, there was aggregate remaining contract revenue of
approximately $352.1 million and aggregate cost to complete of approximately $293.6
million.
  24




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##### Table of Contents




    
    In early 2008, we received our first notification asserting various rights
under one of our outstanding parent guarantees. On February 1, 2008, Willbros West
Africa, Inc. (WWAI), the Ascot company performing the West African Gas Pipeline
(WAGP) contract, received a letter from West African Gas Pipeline Company Limited
(WAPCo), the owner of WAGP, wherein WAPCo gave written notice alleging that WWAI was
in default under the WAGP contract, as amended, and giving WWAI a brief cure period to
remedy the alleged default. We understand that WWAI responded by denying being in
breach of its WAGP contract obligations, and apparently also advised WAPCo that WWAI
...requires a further $55 million, without which it will not be able to complete the
work which it had previously undertaken to perform. We understand that, on February
27, 2008, WAPCo terminated the WAGP contract for the alleged continuing non-performance
of WWAI.
    
    In February 2008, we received a letter from WAPCo reminding us of our parent
guarantee on the WAGP contract and requesting that we remedy WWAIs default under that
contract, as amended. In February 2009, we received another letter from WAPCo formally
demanding that we pay all sums payable in consequence of the non-performance by Ascot
with WAPCo and stating that quantification of that amount would be provided sometime in
the future when the work was completed. On previous occasions, we have advised WAPCo
that, for a variety of legal, contractual, and other reasons, we did not consider our
prior WAGP contract parent guarantee to have continued application, and we have
reiterated that position to WAPCo. WAPCo disputes our position that we are no longer
bound by the terms of our prior parent guarantee of the WAGP contract and has reserved
all its rights in that regard.
    
    On February 15, 2010, we received a letter from attorneys representing WAPCo seeking
to recover from us under our prior WAGP contract parent company guarantee for losses
and damages allegedly incurred by WAPCo in connection with the alleged non-performance
of WWAI under the WAGP contract. While a proceeding has not been filed in any court,
the letter purports to be a formal notice of a claim for purposes of the Pre-Action
Protocol for Construction and Engineering Disputes under the rules of the High Court in
London, England. The letter claims damages in the amount of approximately $264.8
million, even though the total contract amount, at the time we sold our Nigeria
operations, was only $165.3 million.
    
    We anticipate that this dispute with WAPCo may result in litigation between WAPCo
and us under English law in the London High Court to determine the enforceability, in
whole or in part, of our parent company guarantee, which we expect to be a lengthy
process. We intend to contest this matter vigorously, but we cannot provide any
assurance as to the outcome.
    
    We currently have no employees working in Nigeria and we have no intention of
returning to Nigeria. If ultimately it is determined by an English Court that we are
liable, in whole or in part, for damages that WAPCo may establish against WWAI for
WWAIs alleged non-performance of the WAGP contract, or if WAPCo is able to establish
liability against us directly under our parent company guarantee, and, in either case,
we are unable to enforce our rights under the indemnity agreement entered into with
Ascot in connection with the WAGP contract, we may experience substantial losses.
However, management cannot, at this time, predict the outcome of any
proceeding which may ensue in this developing WAGP contract dispute, or be certain of
the degree to which the indemnity agreement given in our favor by Ascot will protect us.
 We have had material weaknesses in our internal control over financial reporting. 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.
    25




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##### Table of Contents



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;
    
    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.
   26




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##### Table of Contents



Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain
indicator of our future earnings.
  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.
   27




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##### Table of Contents



Our use of fixed-price contracts could adversely affect our operating results.
  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.
    28




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##### Table of Contents



Our goodwill may become impaired.
 Downstream Oil & Gas
 We may become liable for the obligations of our joint ventures and our subcontractors.
   Governmental regulations could adversely affect our business.
   
    
    expropriation or nationalization decrees;
    
    confiscatory tax systems;
    
    primary or secondary boycotts directed at specific countries or companies;
  29




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##### Table of Contents




    
    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.
  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.
  Our operations expose us to potential environmental liabilities.
    30




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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.
  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.
  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.
  31




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##### Table of Contents




    
    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 industry 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.
  In the event we issue stock as consideration for certain acquisitions, we may dilute share
ownership.
   32




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##### Table of Contents



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
   33




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##### Table of Contents



Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Reserved
 
 Item 4A.
    
    Executive Officers of the Registrant
  Name
    
    Age
    
    Position(s)Robert R. Harl
    
    
    59
    
    
    Director, President, Chief Executive Officer and Chief Operating OfficerVan A. Welch
    
    
    55
    
    
    Senior Vice President and Chief Financial OfficerJerrit M. Coward
    
    
    41
    
    
    Senior Vice President and President of Upstream Oil & GasClayton W. Hughes
    
    
    52
    
    
    Senior Vice President and President of Downstream Oil & Gas
 Robert R. Harl
 Van A. Welch .
 Jerrit M. Coward Upstream Oil & Gas
 Clayton W. Hughes Downstream
Oil & Gas Downstream Oil & Gas
  34




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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, 2009:First Quarter
    
    $
    11.64
    
    
    $
    5.85Second Quarter
    
    
    17.01
    
    
    
    9.21Third Quarter
    
    
    15.58
    
    
    
    10.78Fourth Quarter
    
    
    18.11
    
    
    
    12.59For the year ended December 31, 2008:First Quarter
    
    $
    39.97
    
    
    $
    27.85Second Quarter
    
    
    47.93
    
    
    
    30.29Third Quarter
    
    
    44.30
    
    
    
    22.25Fourth Quarter
    
    
    26.25
    
    
    
    5.38
  Dividend Policy
  Issuer Purchases of Equity Securities
  MaximumTotal Number
    
    
    Number (orof Shares
    
    
    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, 2009  October 31, 2009
    
    
    2,916
    
    
    $
    13.14
    
    
    
    
    
    
    
    November 1, 2009  November 30, 2009
    
    
    6,849
    
    
    
    16.53
    
    
    
    
    
    
    
    December 1, 2009  December 31, 2009
    
    
    27,034
    
    
    
    16.87
    
    
    
    
    
    
    
    Total
    
    
    36,799
    
    
    $
    16.51
    
    
    
    
    
    
    
    
 (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 for the payment of
taxes associated with the vesting of shares of restricted stock granted under such plan.(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.  35




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##### Table of Contents



Item 6.
    
    Selected Financial Data
 
 Year Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(1)Statement of Operations Data:Contract revenue
    
    $
    1,259,818
    
    
    $
    1,912,704
    
    
    $
    947,691
    
    
    $
    543,259
    
    
    $
    294,479Operating expenses:Contract (2)
    
    
    1,115,094
    
    
    
    1,650,156
    
    
    
    845,743
    
    
    
    496,271
    
    
    
    272,753Amortization of intangibles(2)
    
    
    6,515
    
    
    
    10,420
    
    
    
    794
    
    
    
    
    
    
    
    General and administrative(2)
    
    
    88,133
    
    
    
    120,031
    
    
    
    68,071
    
    
    
    58,054
    
    
    
    46,837Goodwill impairment
    
    
    
    
    
    
    62,295
    
    
    
    
    
    
    
    
    
    
    
    Other charges
    
    
    12,694
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Government fines
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    37,382
    
    
    
    69,802
    
    
    
    11,083
    
    
    
    (11,066
    )
    
    
    (25,111
    )Interest expense, net
    
    
    (8,328
    )
    
    
    (9,032
    )
    
    
    (6,055
    )
    
    
    (11,820
    )
    
    
    (6,096
    )Other income (expense)
    
    
    820
    
    
    
    7,883
    
    
    
    (3,477
    )
    
    
    569
    
    
    
    742Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (15,375
    )
    
    
    
    
    
    
    Income (loss) from continuing operations before
income taxes
    
    
    29,874
    
    
    
    68,653
    
    
    
    (13,824
    )
    
    
    (22,317
    )
    
    
    (30,465
    )Provision for income taxes
    
    
    8,737
    
    
    
    25,942
    
    
    
    14,503
    
    
    
    2,308
    
    
    
    1,668Income (loss) from continuing operations
    
    
    21,137
    
    
    
    42,711
    
    
    
    (28,327
    )
    
    
    (24,625
    )
    
    
    (32,133
    )Income (loss) from discontinued operations net of
provision for income taxes
    
    
    (1,497
    )
    
    
    2,757
    
    
    
    (21,414
    )
    
    
    (83,402
    )
    
    
    (8,319
    )Net income (loss)
    
    
    19,640
    
    
    
    45,468
    
    
    
    (49,741
    )
    
    
    (108,027
    )
    
    
    (40,452
    )Less: Income attributable to noncontrolling interest
    
    
    (1,817
    )
    
    
    (1,836
    )
    
    
    (2,210
    )
    
    
    (1,036
    )
    
    
    (651
    )Net income (loss) attributable to Willbros Group,
Inc.
    
    $
    17,823
    
    
    $
    43,632
    
    
    $
    (51,951
    )
    
    $
    (109,063
    )
    
    $
    (41,103
    )Reconciliation of net income attributable to
Willbros Group, Inc.Income (loss) from continuing operations
    
    $
    19,320
    
    
    $
    40,875
    
    
    $
    (30,537
    )
    
    $
    (25,661
    )
    
    $
    (32,784
    )Income (loss) from discontinued operations
    
    
    (1,497
    )
    
    
    2,757
    
    
    
    (21,414
    )
    
    
    (83,402
    )
    
    
    (8,319
    )Net income (loss) attributable to Willbros Group,
Inc.
    
    $
    17,823
    
    
    $
    43,632
    
    
    $
    (51,951
    )
    
    $
    (109,063
    )
    
    $
    (41,103
    )Basic income (loss) per share attributable to
Company shareholders:Continuing operations
    
    $
    0.50
    
    
    $
    1.07
    
    
    $
    (1.04
    )
    
    $
    (1.14
    )
    
    $
    (1.54
    )Discontinued operations
    
    
    (0.04
    )
    
    
    0.07
    
    
    
    (0.73
    )
    
    
    (3.72
    )
    
    
    (0.39
    )Net income (loss)
    
    $
    0.46
    
    
    $
    1.14
    
    
    $
    (1.77
    )
    
    $
    (4.86
    )
    
    $
    (1.93
    )Diluted income (loss) per share attributable to
Company shareholders:Continuing operations
    
    $
    0.50
    
    
    $
    1.05
    
    
    $
    (1.04
    )
    
    $
    (1.14
    )
    
    $
    (1.54
    )Discontinued operations
    
    
    (0.04
    )
    
    
    0.07
    
    
    
    (0.73
    )
    
    
    (3.72
    )
    
    
    (0.39
    )Net income (loss)
    
    $
    0.46
    
    
    $
    1.12
    
    
    $
    (1.77
    )
    
    $
    (4.86
    )
    
    $
    (1.93
    )Cash Flow Data:Cash provided by (used in):Operating activities
    
    $
    53,867
    
    
    $
    191,748
    
    
    $
    (15,793
    )
    
    $
    (102,587
    )
    
    $
    (36,786
    )Investing activities
    
    
    (34,036
    )
    
    
    (11,725
    )
    
    
    (150,601
    )
    
    
    33,373
    
    
    
    (36,964
    )Financing activities
    
    
    (35,056
    )
    
    
    (60,044
    )
    
    
    219,340
    
    
    
    50,785
    
    
    
    56,499Effect of exchange rate changes
    
    
    6,135
    
    
    
    (5,001
    )
    
    
    2,297
    
    
    
    139
    
    
    
    17Balance Sheet Data (at period end):Cash and cash equivalents
    
    $
    198,774
    
    
    $
    207,864
    
    
    $
    92,886
    
    
    $
    37,643
    
    
    $
    55,933Working capital
    
    
    297,294
    
    
    
    280,441
    
    
    
    202,296
    
    
    
    171,616
    
    
    
    205,447Total assets
    
    
    728,378
    
    
    
    787,344
    
    
    
    778,391
    
    
    
    580,654
    
    
    
    497,897Total liabilities
    
    
    240,383
    
    
    
    343,209
    
    
    
    375,666
    
    
    
    478,830
    
    
    
    340,412Total debt
    
    
    104,037
    
    
    
    120,514
    
    
    
    141,578
    
    
    
    149,697
    
    
    
    117,162Stockholders equity
    
    
    487,995
    
    
    
    444,135
    
    
    
    402,725
    
    
    
    101,824
    
    
    
    157,485Other Financial Data (excluding
discontinued operations):Backlog (at period end) (3)
    
    $
    391,742
    
    
    $
    655,494
    
    
    $
    1,305,441
    
    
    $
    602,272
    
    
    $
    240,373Capital expenditures, excluding acquisitions
    
    
    13,107
    
    
    
    53,048
    
    
    
    74,548
    
    
    
    23,481
    
    
    
    18,706EBITDA (4)
    
    
    77,245
    
    
    
    183,047
    
    
    
    10,696
    
    
    
    897
    
    
    
    (13,332
    )Number of employees (at period end):
    
    
    3,714
    
    
    
    6,512
    
    
    
    5,475
    
    
    
    4,156
    
    
    
    2,519
  36




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##### Table of Contents



(1)
    
    These amounts have been changed retrospectively to reflect the classification of
discontinued operations in our Form 8-K filed on December 12, 2006.(2)
    
    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
its results within the industry.(3)
    
    Backlog is anticipated contract revenue from uncompleted portions of existing contracts and
contracts whose award is reasonably assured.(4)
    
    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 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Reconciliation of non-GAAP financial measure:Income (loss) from continuing operations
attributable to Willbros Group, Inc.
    
    $
    19,320
    
    
    $
    40,875
    
    
    $
    (30,537
    )
    
    $
    (25,661
    )
    
    $
    (32,784
    )Interest expense, net
    
    
    8,328
    
    
    
    9,032
    
    
    
    6,055
    
    
    
    11,820
    
    
    
    6,096Provision for income taxes
    
    
    8,737
    
    
    
    25,942
    
    
    
    14,503
    
    
    
    2,308
    
    
    
    1,668Depreciation and amortization
    
    
    40,860
    
    
    
    44,903
    
    
    
    20,675
    
    
    
    12,430
    
    
    
    11,688Goodwill impairment
    
    
    
    
    
    
    62,295
    
    
    
    
    
    
    
    
    
    
    
    EBITDA from continuing operations
    
    $
    77,245
    
    
    $
    183,047
    
    
    $
    10,696
    
    
    $
    897
    
    
    $
    (13,332
    )
  37




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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
 2009 Summary
   
    
    Cost reduction initiatives started at year-end 2008 to resize and realign the Company
for the changing market conditions were offset by a positive view of near-term market
opportunities resulting in the retention of certain resources. In addition, to achieve
these cost reductions the Company incurred additional other charges totaling $12,694
comprised of severance, accelerated stock vesting and lease abandonment charges.
 
    
    As part of our strategy to diversify geographically and expand our service offerings, we
evaluated and pursued various acquisition opportunities, incurring charges of $2,499. For
various reasons, we elected to cease our pursuit of several companies; however, we were
successful in acquiring the engineering business of Wink Companies, LLC (Wink) in July
2009 to fulfill our downstream EPC strategy objective.
 
    
    In the fourth quarter of 2009, we incurred costs of $2,582 related to the Deferred
Prosecution Agreement (DPA) entered into in 2008 as part of the settlement of our Foreign
Corrupt Practices Act (FCPA) violations. These costs are associated with the Department
of Justice monitor who was appointed on September 25, 2009. See Note 16  Contingencies,
Commitments and Other Circumstances in Item 8 of this Form 10-K for additional information.
     38




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##### Table of Contents



2010 Outlook
  Downstream Oil & Gas Downstream Oil & Gas Downstream Oil & Gas Downstream
Oil & Gas
 Upstream Oil & Gas
  
    
    Projected GDP growth.2.0 percent in 2010 and 2.7 percent in 2011 in the U.S. versus a
2.6 percent decline in 2009; while globally, GDP is projected to grow by 2.5 percent in
2010 and 3.7 percent in 2011. Global economic growth, as measured by GDP, is a key driver
of energy demand and the associated infrastructure needed to develop, process, and
transport energy. The pace and tenor of GDP growth is likely to be a key factor in new
infrastructure investment decisions.
 
    
    Improved commodity prices.Crude oil averaged $62 per barrel in 2009 based on West
Texas Intermediate (WTI) pricing and is expected to increase to nearly $80 per barrel
through 2011. Natural gas prices remain depressed relative to oil prices due to an excess
of supply versus demand. Natural gas averaged $4.06 per MMBTU in 2009 based on Henry Hub
prices and is expected to increase to $5.36 per MMBTU in 2010 and $6.12 per MMBTU in 2011
(source: Energy Information Administration  Short term Energy Outlook dated January 12,
2010).
  39




---



##### Table of Contents




    
    Timing of investments.Significant energy infrastructure investment will be required
to develop new natural gas industrial and electricity demand sources (new power plant
build-out, natural gas as transportation fuel) or other potential demand drivers utilizing
natural gas production from the unconventional gas shale plays. Also, the yet to be
determined outcome of decisions on the investment level for domestic electricity sources
other than natural gas (nuclear, clean-coal and renewables), could pull demand away from
natural gas.
 
    
    Legislative uncertainty in the United States.Cap and trade, health care,
environmental regulations, capital availability and potential tax increases are impacting
our customers capital expenditure decisions, particularly with regard to the timing of new
investments. Energy policy, in general, will clearly impact the timing and extent of energy
infrastructure investment. While natural gas appears to be well positioned to benefit from
trends toward clean, efficient and domestically produced fuels, government support for
alternative energy sources, be it wind, solar or nuclear, may impact demand for natural
gas.
 
    
    Excess domestic refinery capacity.Current refinery utilization is less than 80
percent and a moderate improvement to 83 percent is expected in the 2010-2011 time period.
Excess capacity exists that is slowly being reviewed and eliminated, primarily the older,
cost inefficient refineries.
     Our Strategy
  
    
    Focusing on managing risk;
 
    
    Leveraging our industry position and reputation into a broader service offering;
  40




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##### Table of Contents




    
    Maintaining financial flexibility; and
 
    
    Leveraging our core service expertise into additional full EPC contracts.
  Significant Developments
 Completion of Several Large Diameter Pipeline Projects
 
    
    Texas Independence Pipeline (TIPS) that commenced in March 2009 and consisted of 143
miles of 42-inch pipeline construction from Minden, Texas to Maypearl, Texas and reached
completion in August 2009.
 
    
    Midcontinent Express Pipeline (MEP) that commenced in late 2008 and consisted of 179
miles of 42-inch pipeline construction in and through the states of Texas and Louisiana and
reached mechanical completion in April 2009.
 
    
    Alberta Clipper that commenced in August 2008 and consisted of 62 miles of 36-inch
pipeline construction from Hardisty, Alberta, Canada to Kerrobert, Saskatchewan, Canada and
reached mechanical completion in August 2009.
 2010 Large Diameter Pipeline Award
  Change in Corporate Domicile
  Service and Geographic Diversification
 Downstream Oil & Gas
    41




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Strategic Alliance
   Financial Summary
 2009 Full Year Results
        Fourth Quarter 2009 Results
   42




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##### Table of Contents



Financial Position
  
    
    a reduction in accounts payable and accrued liabilities of $73,484 due to a decrease in
activity at year-end;
 
    
    an increase in short-term investments of $16,559; offset by
 
    
    a decrease in cash of $9,090;
 
    
    a reduction in accounts receivable of $27,508 and in contract cost and recognized
income not yet billed of $19,490 as a result of reduced activity at year-end; and
 
    
    an increase in notes payable and current portion of other long-term debt of $30,360 as
a result of reclassifying some of our convertible notes to current.
  Other Financial Measures
 Backlog
      43




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##### Table of Contents



Upstream Oil & Gas
 Downstream Oil & Gas Downstream Oil & Gas
    Year Ended December 31,2009
    
    
    2008Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentUpstream Oil & Gas
    
    $
    245,586
    
    
    
    62.7
    %
    
    $
    484,068
    
    
    
    73.8
    %Downstream Oil & Gas
    
    
    146,156
    
    
    
    37.3
    %
    
    
    171,426
    
    
    
    26.2
    %Total backlog
    
    $
    391,742
    
    
    
    100.0
    %
    
    $
    655,494
    
    
    
    100.0
    %
 EBITDA from Continuing Operations
   Discontinued Operations
   Transition Services Agreement (TSA)
   44




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##### Table of Contents



Parent Company Guarantees
   RESULTS OF OPERATIONS
   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
    
    $
    982,568
    
    
    $
    1,545,629
    
    
    $
    (563,061
    )
    
    
    (36.4
    )%Downstream Oil & Gas
    
    
    277,250
    
    
    
    367,075
    
    
    
    (89,825
    )
    
    
    (24.5
    )%Total
    
    $
    1,259,818
    
    
    $
    1,912,704
    
    
    $
    (652,886
    )
    
    
    (34.1
    )%
 Upstream Oil & Gas Upstream Oil & Gas
    45




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##### Table of Contents



Downstream Oil & Gas
    Operating Income
  Year Ended December 31,Operating
    
    
    
    
    
    
    Operating
    
    
    
    
    
    
    Percent2009
    
    
    Margin %
    
    
    2008
    
    
    Margin %
    
    
    Change
    
    
    ChangeUpstream Oil & Gas
    
    $
    36,883
    
    
    
    3.8
    %
    
    $
    108,881
    
    
    
    7.0
    %
    
    $
    (71,998
    )
    
    
    (66.1
    )%Downstream Oil & Gas
    
    
    499
    
    
    
    0.2
    %
    
    
    (39,079
    )
    
    
    (10.6
    )%
    
    
    39,578
    
    
    
    101.3
    %Total
    
    $
    37,382
    
    
    
    3.0
    %
    
    $
    69,802
    
    
    
    3.6
    %
    
    $
    (32,420
    )
    
    
    (46.4
    )%
 Upstream Oil & Gas
 Upstream Oil & Gas
  46




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Downstream Oil & Gas
   Downstream Oil & Gas
  47




---



##### 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
 Fiscal Year Ended December 31, 2008 Compared to Fiscal Year Ended December 31, 2007
 Contract Revenue
  Year Ended December 31,Percent2008
    
    
    2007
    
    
    Increase
    
    
    ChangeUpstream Oil & Gas
    
    $
    1,545,629
    
    
    $
    923,870
    
    
    $
    621,759
    
    
    
    67.3
    %Downstream Oil & Gas
    
    
    367,075
    
    
    
    23,821
    
    
    
    343,254
    
    
    
    1,441.0
    %Total
    
    $
    1,912,704
    
    
    $
    947,691
    
    
    $
    965,013
    
    
    
    101.8
    %
 Upstream Oil & Gas
 Downstream Oil & Gas
  48




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##### Table of Contents



Operating Income
  Year Ended December 31,Operating
    
    
    
    
    
    
    Operating
    
    
    
    
    
    
    Percent2008
    
    
    Margin %
    
    
    2007(1)
    
    
    Margin %
    
    
    Change
    
    
    ChangeUpstream Oil & Gas
    
    $
    108,881
    
    
    
    7.0
    %
    
    $
    32,413
    
    
    
    3.5
    %
    
    $
    76,468
    
    
    
    235.9
    %Downstream Oil & Gas
    
    
    (39,079
    )
    
    
    (10.6
    )%
    
    
    670
    
    
    
    2.8
    %
    
    
    (39,749
    )
    
    
    (5,932.7
    )%Total
    
    $
    69,802
    
    
    
    3.6
    %
    
    $
    33,083
    
    
    
    3.5
    %
    
    $
    36,719
    
    
    
    111.0
    %
 (1)
    
    This table does not reflect government fines of $22,000 in 2007 which is included
in consolidated operating results. Government fines were characterized as a Corporate
expense and are not allocated to the reporting segments. Upstream Oil & Gas
 Downstream Oil & Gas Downstream Oil & Gas
 Non-Operating Items
 Interest, net .
 Other, net
 Provision for income taxes
  49




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##### Table of Contents



Income (Loss) from Discontinued Operations, Net of Taxes
 Income (Loss) from discontinued operations, net of taxes
 LIQUIDITY AND CAPITAL RESOURCES
  Additional Sources and Uses of Capital
 Public Offering and Acquisition of InServ
  2007 Credit Facility
  Cash Flows
  2009
    
    
    2008
    
    
    ChangeOperating activities
    
    $
    54,058
    
    
    $
    188,543
    
    
    $
    (134,485
    )Investing activities
    
    
    (34,036
    )
    
    
    (11,725
    )
    
    
    (22,311
    )Financing activities
    
    
    (35,056
    )
    
    
    (60,044
    )
    
    
    24,988Effect of exchange rate changes
    
    
    6,135
    
    
    
    (5,001
    )
    
    
    11,136Cash provided by all continuing activities
    
    $
    (8,899
    )
    
    $
    111,773
    
    
    $
    (120,672
    )
  Operating Activities
  
    
    a decrease in cash provided by net earnings from continuing operations of $21,555, as
well as a decrease in cash provided of $47,466 primarily related to non-cash goodwill
impairment charges in
2008; and
  50




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##### Table of Contents




    
    a decrease in cash flow from the change in working capital accounts of $65,445,
primarily attributable to a decrease in accounts payable and accrued liabilities, offset by
an increase in cash flow as a result of decreases in contract cost and recognized income
not yet billed.
 Investing Activities
  
    
    a decrease in proceeds received from the sales of property, plant, and equipment of
$11,627;
 
    
    a decrease in rebates from the purchases of property, plant, and equipment of $1,915;
 
    
    an increase in cash used to purchase short-term investments of $16,559;
 
    
    an increase in cash used to acquire subsidiaries of $14,288, primarily related to the
purchase of Wink during 2009; offset by,
 
    
    a decrease in the purchases of property, plant, and equipment of $22,078.
 Financing Activities
  
    
    a decrease in cash used to pay capital lease obligations of $9,305 due to buy-outs of
$15,304 made during 2009;
 
    
    a decrease in cash used to pay short-term debt of $11,662 due to the prepayment of our
insurance in 2009 rather than through financing as done in 2008; and
 
    
    a decrease in cash used to reacquire stock into treasury in 2009 as compared to 2008.
 Working Capital
  
    
    a reduction in accounts payable and accrued liabilities of $73,484 due to a decrease in
activity at year-end;
 
    
    an increase in short-term investments of $16,559; offset by,
 
    
    a decrease in cash of $9,090;
 
    
    a reduction in accounts receivable of $27,508 and in contract cost and recognized income
not yet billed of $19,490 as a result of reduced activity at year-end; and
 
    
    an increase in notes payable and current portion of other long-term debt of $30,360 as a
result of reclassifying our 6.5% Senior Convertible Notes (6.5% Notes) to current.
 Capital Requirements
 Upstream Oil & Gas Downstream Oil & Gas
  
    
    providing working capital for projects in process and those scheduled to begin;
    
    funding of our 2010 capital budget of approximately $22,800, inclusive of $8,100 of
carry-forward from 2009, and $1,500 of contingent expenditures that can be triggered based on
selective events occurring;
  51




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##### Table of Contents




    
    redeeming up to $32,050 of our 6.5% Notes if the note holders elect to exercise their
right to have us purchase the notes on December 15, 2010 (see Contractual Obligations
below);
 
    
    pursuing additional acquisitions that will allow us to expand our service offering; and
 
    
    making installment payments 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 yearsConvertible notes
    
    $
    91,407
    
    
    $
    32,050
    
    
    $
    59,357
    
    
    $
    
    
    
    $
    Capital lease obligations
    
    
    17,729
    
    
    
    7,296
    
    
    
    9,429
    
    
    
    1,004
    
    
    
    Operating lease obligations
    
    
    29,054
    
    
    
    9,316
    
    
    
    8,056
    
    
    
    3,682
    
    
    
    8,000Uncertain tax liabilities
    
    
    5,512
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    143,702
    
    
    $
    48,662
    
    
    $
    76,842
    
    
    $
    4,686
    
    
    $
    8,000
      Off-Balance Sheet Arrangements and Commercial Commitments
   52




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Expiration Per PeriodTotal
    
    
    Less than
    
    
    
    
    
    
    More ThanCommitment
    
    
    1 year
    
    
    1-2 Years
    
    
    2 YearsLetters of credit:U.S.  performance
    
    $
    47,907
    
    
    $
    47,907
    
    
    $
    
    
    
    $
    Canada  performance
    
    
    27
    
    
    
    27
    
    
    
    
    
    
    
    Other  performance and retention
    
    
    814
    
    
    
    814
    
    
    
    
    
    
    
    Total letters of credit
    
    
    48,748
    
    
    
    48,748
    
    
    
    
    
    
    
    U.S. surety bonds  primarily performance
    
    
    288,223
    
    
    
    287,999
    
    
    
    213
    
    
    
    11Total commercial commitments
    
    $
    336,971
    
    
    $
    336,747
    
    
    $
    213
    
    
    $
    11
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Revenue
    53




---



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Income Taxes
  Goodwill and Other Intangible Assets
   54




---



##### Table of Contents



Impairment of Long-Lived Assets
    Downstream Oil & Gas Upstream Oil & Gas Downstream Oil & Gas Upstream Oil & Gas
 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
   55




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##### Table of Contents



.
 .
   56




---



##### Table of Contents



EFFECTS OF INFLATION AND CHANGING PRICES
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
     57




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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
    
    
    59Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    61Consolidated Statements of Operations for the years ended

December 31, 2009, 2008 and 2007
    
    
    62Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for
the years ended December 31, 2009, 2008 and 2007
    
    
    63Consolidated Statements of Cash Flows for the years ended
December 31, 2009, 2008 and 2007
    
    
    65Notes to Consolidated Financial Statements for the years ended
December 31, 2009, 2008 and 2007
    
    
    67
  58




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework )
  
  59




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework
    Internal
ControlIntegrated Framework
   
  60




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WILLBROS GROUP, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
 December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    198,774
    
    
    $
    207,864Short-term investments
    
    
    16,559
    
    
    
    Accounts receivable, net
    
    
    162,460
    
    
    
    189,968Contract cost and recognized income not yet billed
    
    
    45,009
    
    
    
    64,499Prepaid expenses
    
    
    15,530
    
    
    
    13,427Parts and supplies inventories
    
    
    4,666
    
    
    
    3,367Deferred income taxes
    
    
    2,875
    
    
    
    2,538Assets of discontinued operations
    
    
    
    
    
    
    2,686Total current assets
    
    
    445,873
    
    
    
    484,349Property, plant and equipment, net
    
    
    132,879
    
    
    
    149,988Goodwill
    
    
    85,775
    
    
    
    80,365Other intangible assets, net
    
    
    36,772
    
    
    
    39,786Deferred income taxes
    
    
    25,034
    
    
    
    27,566Other assets
    
    
    2,045
    
    
    
    5,290Total assets
    
    $
    728,378
    
    
    $
    787,344LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    81,821
    
    
    $
    155,305Contract billings in excess of cost and recognized income
    
    
    11,336
    
    
    
    18,289Current portion of capital lease obligations
    
    
    5,824
    
    
    
    9,688Notes payable and current portion of other long-term debt
    
    
    31,450
    
    
    
    1,090Current portion of government obligations
    
    
    6,575
    
    
    
    6,575Accrued income taxes
    
    
    1,605
    
    
    
    5,089Liabilities of discontinued operations
    
    
    
    
    
    
    609Other current liabilities
    
    
    9,968
    
    
    
    7,263Total current liabilities
    
    
    148,579
    
    
    
    203,908Capital lease obligations
    
    
    10,692
    
    
    
    25,186Long-term debt
    
    
    56,071
    
    
    
    84,550Long-term portion of government obligations
    
    
    6,575
    
    
    
    13,150Long-term liabilities for unrecognized tax benefits
    
    
    5,512
    
    
    
    6,232Deferred income taxes
    
    
    11,356
    
    
    
    10,183Other long-term liabilities
    
    
    1,598
    
    
    
    Total liabilities
    
    
    240,383
    
    
    
    343,209Contingencies 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, 2008) and 40,106,498
shares issued at December 31, 2009 (39,574,220 at
December 31, 2008)
    
    
    2,005
    
    
    
    1,978Capital in excess of par value
    
    
    607,299
    
    
    
    595,640Accumulated deficit
    
    
    (124,788
    )
    
    
    (142,611
    )Treasury stock at cost, 510,187 shares at December 31, 2009
(387,719 at December 31, 2008)
    
    
    (9,045
    )
    
    
    (8,015
    )Accumulated other comprehensive income (loss)
    
    
    11,725
    
    
    
    (4,436
    )Total Willbros Group, Inc. stockholders equity
    
    
    487,196
    
    
    
    442,556Noncontrolling interest
    
    
    799
    
    
    
    1,579Total stockholders equity
    
    
    487,995
    
    
    
    444,135Total liabilities and stockholders equity
    
    $
    728,378
    
    
    $
    787,344
   61




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WILLBROS GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except share and per share amounts)
 Year Ended December 31,2009
    
    
    2008
    
    
    2007Contract revenue
    
    $
    1,259,818
    
    
    $
    1,912,704
    
    
    $
    947,691Operating expenses:Contract
    
    
    1,115,094
    
    
    
    1,650,156
    
    
    
    845,743Amortization of intangibles
    
    
    6,515
    
    
    
    10,420
    
    
    
    794General and administrative
    
    
    88,133
    
    
    
    120,031
    
    
    
    68,071Goodwill impairment
    
    
    
    
    
    
    62,295
    
    
    
    Other charges
    
    
    12,694
    
    
    
    
    
    
    
    Government fines
    
    
    
    
    
    
    
    
    
    
    22,0001,222,436
    
    
    
    1,842,902
    
    
    
    936,608Operating income
    
    
    37,382
    
    
    
    69,802
    
    
    
    11,083Other income (expense):Interest income
    
    
    1,966
    
    
    
    3,547
    
    
    
    5,555Interest expense
    
    
    (10,294
    )
    
    
    (12,579
    )
    
    
    (11,610
    )Other, net
    
    
    820
    
    
    
    7,883
    
    
    
    (3,477
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (15,375
    )(7,508
    )
    
    
    (1,149
    )
    
    
    (24,907
    )Income (loss) from continuing operations
before income taxes
    
    
    29,874
    
    
    
    68,653
    
    
    
    (13,824
    )Provision for income taxes
    
    
    8,737
    
    
    
    25,942
    
    
    
    14,503Income (loss) from continuing operations
    
    
    21,137
    
    
    
    42,711
    
    
    
    (28,327
    )Income (loss) from discontinued operations net of
provisions for income taxes
    
    
    (1,497
    )
    
    
    2,757
    
    
    
    (21,414
    )Net income (loss)
    
    
    19,640
    
    
    
    45,468
    
    
    
    (49,741
    )Less: Income attributable to noncontrolling interest
    
    
    (1,817
    )
    
    
    (1,836
    )
    
    
    (2,210
    )Net income (loss) attributable to Willbros
Group, Inc.
    
    $
    17,823
    
    
    $
    43,632
    
    
    $
    (51,951
    )Reconciliation of net income attributable to Willbros
Group, Inc.Income (loss) from continuing operations
    
    $
    19,320
    
    
    $
    40,875
    
    
    $
    (30,537
    )Income (loss) from discontinued operations
    
    
    (1,497
    )
    
    
    2,757
    
    
    
    (21,414
    )Net income (loss) attributable to Willbros
Group, Inc.
    
    $
    17,823
    
    
    $
    43,632
    
    
    $
    (51,951
    )Basic income (loss) per share attributable to Company
Shareholders:Income (loss) from continuing operations
    
    $
    0.50
    
    
    $
    1.07
    
    
    $
    (1.04
    )Income (loss) from discontinued operations
    
    
    (0.04
    )
    
    
    0.07
    
    
    
    (0.73
    )Net income (loss)
    
    $
    0.46
    
    
    $
    1.14
    
    
    $
    (1.77
    )Diluted income (loss) per share attributable to
Company Shareholders:Income (loss) from continuing operations
    
    $
    0.50
    
    
    $
    1.05
    
    
    $
    (1.04
    )Income (loss) from discontinued operations
    
    
    (0.04
    )
    
    
    0.07
    
    
    
    (0.73
    )Net Income (loss)
    
    $
    0.46
    
    
    $
    1.12
    
    
    $
    (1.77
    )Weighted average number of common
shares outstanding:Basic
    
    
    38,687,594
    
    
    
    38,269,248
    
    
    
    29,258,946Diluted
    
    
    38,883,077
    
    
    
    38,764,167
    
    
    
    29,258,946
   62




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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
    
    
    Total Stock-Other
    
    
    holders
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Capital in
    
    
    
    
    
    
    
    
    
    
    Compre-
    
    
    Equity
    
    
    Non-
    
    
    Stock-Par
    
    
    Excess of
    
    
    Accumul-
    
    
    Treasury
    
    
    hensive
    
    
    Willbros
    
    
    controlling
    
    
    holdersShares
    
    
    Value
    
    
    Par Value
    
    
    ated Deficit
    
    
    Stock
    
    
    Income (Loss)
    
    
    Group, Inc.
    
    
    Interest
    
    
    EquityBalance, December 31,
2006
    
    
    25,848,596
    
    
    
    1,292
    
    
    
    233,482
    
    
    
    (127,923
    )
    
    
    (2,154
    )
    
    
    2,360
    
    
    
    107,057
    
    
    
    1,136
    
    
    
    108,193Cumulative effect of
adoption of new
accounting standards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,369
    )
    
    
    
    
    
    
    
    
    
    
    (6,369
    )
    
    
    
    
    
    
    (6,369
    )Balance, December 31,
2006, as adjusted
    
    
    25,848,596
    
    
    
    1,292
    
    
    
    233,482
    
    
    
    (134,292
    )
    
    
    (2,154
    )
    
    
    2,360
    
    
    
    100,688
    
    
    
    1,136
    
    
    
    101,824Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,951
    )
    
    
    
    
    
    
    
    
    
    
    (51,951
    )
    
    
    2,210
    
    
    
    (49,741
    )Realization of loss on
sale of Nigeria assets
and operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,773
    (1)
    
    
    3,773
    
    
    
    
    
    
    
    3,773Foreign currency
translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,066
    
    
    
    11,066
    
    
    
    
    
    
    
    11,066Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,112
    )
    
    
    2,210
    
    
    
    (34,902
    )Discount amortization of
convertible notes
    
    
    
    
    
    
    
    
    
    
    1,265
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,265
    
    
    
    
    
    
    
    1,265Dividend distribution to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,019
    )
    
    
    (2,019
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    4,087
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,087
    
    
    
    
    
    
    
    4,087Restricted stock grants
    
    
    384,077
    
    
    
    19
    
    
    
    (19
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vesting of restricted
stock rights
    
    
    12,916
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additions to treasury
stock, vesting
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,144
    )
    
    
    
    
    
    
    (1,144
    )
    
    
    
    
    
    
    (1,144
    )Exercise of stock options
    
    
    375,500
    
    
    
    19
    
    
    
    4,668
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,687
    
    
    
    
    
    
    
    4,687Public Offering
    
    
    7,906,250
    
    
    
    395
    
    
    
    253,312
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    253,707
    
    
    
    
    
    
    
    253,707Stock issued on
conversion of 6.5%
Senior Convertible Notes
    
    
    2,987,582
    
    
    
    149
    
    
    
    50,362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,511
    
    
    
    
    
    
    
    50,511Stock issued on
conversion of 2.75%
Convertible Senior Notes
    
    
    102,720
    
    
    
    5
    
    
    
    1,827
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,832
    
    
    
    
    
    
    
    1,832Exercise of warrants
    
    
    21,429
    
    
    
    1
    
    
    
    407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    408
    
    
    
    
    
    
    
    408Stock issued in
connection with
acquisition of InServ
    
    
    637,475
    
    
    
    32
    
    
    
    22,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    
    
    
    
    
    22,500Additional costs of
private placement
    
    
    
    
    
    
    
    
    
    
    (31
    )(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31
    )
    
    
    
    
    
    
    (31
    )
  63




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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
    
    
    Total Stock-Other
    
    
    holders
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Capital in
    
    
    
    
    
    
    
    
    
    
    Compre-
    
    
    Equity
    
    
    Non-
    
    
    Stock-Par
    
    
    Excess of
    
    
    Accumul-
    
    
    Treasury
    
    
    hensive
    
    
    Willbros
    
    
    controlling
    
    
    holdersShares
    
    
    Value
    
    
    Par Value
    
    
    ated Deficit
    
    
    Stock
    
    
    Income (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
 (1)
    
    Realization of previously recorded foreign currency translation adjustments associated
with the Companys Nigeria assets and operations.(2)
    
    Private placement completed October 26, 2006.   64




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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 31,2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    19,640
    
    
    $
    45,468
    
    
    $
    (49,741
    )Reconciliation of net income (loss) to net cash provided by (used in)
operating activities:Government fines
    
    
    
    
    
    
    
    
    
    
    22,000(Income) loss from discontinued operations, net
    
    
    1,497
    
    
    
    (2,757
    )
    
    
    21,414Depreciation and amortization
    
    
    40,860
    
    
    
    44,903
    
    
    
    20,675Goodwill Impairment
    
    
    
    
    
    
    62,295
    
    
    
    Amortization of debt issue costs
    
    
    1,381
    
    
    
    1,397
    
    
    
    3,132Amortization of stock-based compensation
    
    
    13,231
    
    
    
    11,652
    
    
    
    4,087Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    15,375Gain on sales of property, plant and equipment
    
    
    (1,082
    )
    
    
    (7,081
    )
    
    
    (835
    )Provision for bad debts
    
    
    664
    
    
    
    2,403
    
    
    
    387Deferred income tax provision
    
    
    (1,193
    )
    
    
    (9,546
    )
    
    
    535Excess tax benefit (deficiency) of stock-based compensation
    
    
    1,735
    
    
    
    (2,691
    )
    
    
    Non-cash interest expense
    
    
    2,971
    
    
    
    2,806
    
    
    
    3,163Equity in joint ventures
    
    
    
    
    
    
    (105
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    38,901
    
    
    
    48,291
    
    
    
    (58,186
    )Contract cost and recognized income not yet billed
    
    
    27,586
    
    
    
    (19,571
    )
    
    
    (20,446
    )Prepaid expenses
    
    
    50
    
    
    
    6,244
    
    
    
    21,982Parts and supplies inventories
    
    
    (1,088
    )
    
    
    (641
    )
    
    
    (634
    )Other assets
    
    
    2,100
    
    
    
    2,084
    
    
    
    (2,174
    )Accounts payable and accrued liabilities
    
    
    (84,075
    )
    
    
    7,009
    
    
    
    1,050Accrued income taxes
    
    
    (3,487
    )
    
    
    520
    
    
    
    525Long-term liability for unrecognized tax benefits
    
    
    (1,049
    )
    
    
    90
    
    
    
    350Contract billings in excess of cost and recognized income
    
    
    (8,958
    )
    
    
    (4,227
    )
    
    
    (103
    )Other liabilities
    
    
    4,374
    
    
    
    
    
    
    
    Cash provided by (used in) operating activities of continuing operations
    
    
    54,058
    
    
    
    188,543
    
    
    
    (17,444
    )Cash provided by (used in) operating activities of discontinued operations
    
    
    (191
    )
    
    
    3,205
    
    
    
    1,651Cash provided by (used in) operating activities
    
    
    53,867
    
    
    
    191,748
    
    
    
    (15,793
    )Cash flows from investing activities:Proceeds from the sale of discontinued operations, net
    
    
    
    
    
    
    
    
    
    
    105,568Proceeds from sales of property, plant and equipment
    
    
    9,585
    
    
    
    21,212
    
    
    
    2,595Rebates from purchases of property, plant and equipment
    
    
    
    
    
    
    1,915
    
    
    
    Purchase of short-term investments
    
    
    (16,559
    )
    
    
    
    
    
    
    Purchases of property, plant and equipment
    
    
    (13,107
    )
    
    
    (35,185
    )
    
    
    (26,094
    )Acquisition of subsidiaries, net of cash acquired
    
    
    (13,955
    )
    
    
    333
    
    
    
    (232,670
    )Cash used in investing activities of continuing operations
    
    
    (34,036
    )
    
    
    (11,725
    )
    
    
    (150,601
    )Cash provided by (used in) investing activities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    Cash used in investing activities
    
    
    (34,036
    )
    
    
    (11,725
    )
    
    
    (150,601
    )Cash flows from financing activities:Proceeds from public offering of common stock, net
    
    
    
    
    
    
    (251
    )
    
    
    253,707Proceeds from private placement of equity
    
    
    
    
    
    
    
    
    
    
    (31
    )Proceeds from exercise of stock options
    
    
    190
    
    
    
    684
    
    
    
    4,687Proceeds from exercise of warrants
    
    
    
    
    
    
    
    
    
    
    408Payments on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (12,993
    )Stock-based compensation tax benefit (deficiency)
    
    
    (1,735
    )
    
    
    2,691
    
    
    
    
  65




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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 31,2009
    
    
    2008
    
    
    2007Repayments of notes payable
    
    
    (1,062
    )
    
    
    (12,724
    )
    
    
    (11,309
    )Costs of debt issues
    
    
    (150
    )
    
    
    (166
    )
    
    
    (2,426
    )Payments to reacquire common stock
    
    
    (1,030
    )
    
    
    (4,717
    )
    
    
    (1,144
    )Payments on government fines
    
    
    (6,575
    )
    
    
    (12,575
    )
    
    
    Payments on capital leases
    
    
    (22,097
    )
    
    
    (31,402
    )
    
    
    (9,540
    )Dividend distributed to noncontrolling interest
    
    
    (2,597
    )
    
    
    (1,584
    )
    
    
    (2,019
    )Cash provided by (used in) financing activities of continuing operations
    
    
    (35,056
    )
    
    
    (60,044
    )
    
    
    219,340Cash provided by (used in) financing activities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    Cash provided by (used in) financing activities
    
    
    (35,056
    )
    
    
    (60,044
    )
    
    
    219,340Effect of exchange rate changes on cash and cash equivalents
    
    
    6,135
    
    
    
    (5,001
    )
    
    
    2,297Cash provided by all activities
    
    
    (9,090
    )
    
    
    114,978
    
    
    
    55,243Cash and cash equivalents, beginning of period
    
    
    207,864
    
    
    
    92,886
    
    
    
    37,643Cash and cash equivalents, end of period
    
    $
    198,774
    
    
    $
    207,864
    
    
    $
    92,886Supplemental disclosures of cash flow information:Cash paid for interest (including discontinued operations)
    
    $
    5,974
    
    
    $
    8,355
    
    
    $
    7,717Cash paid for income taxes (including discontinued operations)
    
    $
    19,883
    
    
    $
    40,271
    
    
    $
    10,368Supplemental non-cash investing and financing transactions:Equipment and property obtained by capital leases
    
    $
    
    
    
    $
    17,863
    
    
    $
    48,454Deferred government obligation payments (including discontinued operations)
    
    $
    
    
    
    $
    
    
    
    $
    32,300Common stock issued for conversion of 6.5% Senior Convertible Notes
    
    $
    
    
    
    $
    
    
    
    $
    50,511Common stock issued for conversion of 2.75% Convertible Senior Notes
    
    $
    
    
    
    $
    7,980
    
    
    $
    1,832Deposit applied to capital lease obligation
    
    $
    
    
    
    $
    1,432
    
    
    $
    Restricted stock issued associated with InServ acquisition
    
    $
    
    
    
    $
    
    
    
    $
    22,500Prepaid insurance obtained by note payable (including discontinued operations)
    
    $
    
    
    
    $
    12,754
    
    
    $
    11,218
   66




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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
  Basis of Presentation
 Discontinuance of Operations and Asset Disposals 
 Principles of Consolidation
 Use of Estimates
 Commitments and Contingencies
  67




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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)
 Accounts Receivable 
 Inventories
 Property, Plant and Equipment
 Construction equipment
    
    4-6 yearsFurniture and equipment
    
    3-10 yearsBuildings
    
    20 yearsTransportation equipment
    
    3-4 yearsAircraft and marine equipment
    
    10 years
  Goodwill and Other Intangible Assets 
 Goodwill 
  68




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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)
   
    
    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.
 
    
    Weighted average cost of capital (WACC), 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
 Revenue 
   69




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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)
   Depreciation
 Income Taxes
 Other Current Liabilities 
 Retirement Plans and Benefits
  70




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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)
 Stock-Based Compensation 
 Foreign Currency Translation
 Concentration of Credit Risk 
 Fair Value of Financial Instruments
 Income (Loss) per Common Share
 Derivative Financial Instruments
 Cash Equivalents 
 Short-term Investments
 Recently Issued Accounting Standards
  71




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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)
   .
 .
   72




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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
 Wink Companies, LLC
   73




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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
 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. Downstream Oil & Gas
  Integrated Service Company LLC
    74




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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)
   Current assets
    
    $
    63,524Property, plant and equipment
    
    
    18,498Goodwill
    
    
    131,518Other intangible assets
    
    
    51,000Other non-current assets
    
    
    175Current liabilities
    
    
    (31,535
    )Net assets acquired
    
    $
    233,180
 InServ Related Party Transaction
  Midwest Management (1987) Ltd.
    Current assets
    
    $
    7,610Property, plant and equipment
    
    
    18,258Goodwill
    
    
    5,304Current liabilities
    
    
    (3,692
    )Deferred income tax liability
    
    
    (3,756
    )Net assets acquired
    
    $
    23,724
  75




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 3. Other Charges
  Twelve Months EndedDecember 31,2009
    
    
    2008
    
    
    2007Employee severance
    
    $
    5,843
    
    
    $
    
    
    
    $
    Lease abandonments
    
    
    3,169
    
    
    
    
    
    
    
    Accelerated vesting of stock awards
    
    
    3,682
    
    
    
    
    
    
    
    Total other charges
    
    $
    12,694
    
    
    $
    
    
    
    $
    
  Twelve Months EndedDecember 31,2009
    
    
    2008
    
    
    2007Upstream Oil & Gas
    
    $
    7,965
    
    
    $
    
    
    
    $
    Downstream Oil & Gas
    
    
    4,729
    
    
    
    
    
    
    
    Total other charges
    
    $
    12,694
    
    
    $
    
    
    
    $
    
   Non-CancelableLease andEmployee
    
    
    OtherTermination and
    
    
    ContractualOther Benefits
    
    
    Obligations
    
    
    TotalAccrued cost at December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Costs recognized during 2009
    
    
    9,525
    
    
    
    3,169
    
    
    
    12,694Cash payments
    
    
    (3,763
    )
    
    
    (404
    )
    
    
    (4,167
    )Non-cash charges (1)
    
    
    (3,682
    )
    
    
    (440
    )
    
    
    (4,122
    )Change in estimates
    
    
    
    
    
    
    
    
    
    
    Accrued cost At December 31, 2009
    
    $
    2,080
    
    
    $
    2,325
    
    
    $
    4,405
 (1)
    
    Non-cash charges consist of $3,682 of accelerated stock-based
compensation, $444 of leasehold improvement write-offs and $4 of accretion expense.  76




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 4. Accounts Receivable
  December 31,2009
    
    
    2008Trade
    
    $
    105,858
    
    
    $
    153,773Unbilled revenue
    
    
    18,314
    
    
    
    22,675Contract retention
    
    
    38,357
    
    
    
    13,573Other receivables
    
    
    1,867
    
    
    
    1,498Total accounts receivable
    
    
    164,396
    
    
    
    191,519Less: allowance for doubtful accounts
    
    
    (1,936
    )
    
    
    (1,551
    )Total accounts receivable, net
    
    $
    162,460
    
    
    $
    189,968
  5. Contracts in Progress
   December 31,2009
    
    
    2008Cost incurred on contracts in progress
    
    $
    1,113,712
    
    
    $
    1,576,037Recognized income
    
    
    161,398
    
    
    
    180,8301,275,110
    
    
    
    1,756,867Progress billings and advance payments
    
    
    (1,241,437
    )
    
    
    (1,710,657
    )$
    33,673
    
    
    $
    46,210Contract cost and recognized income not yet billed
    
    $
    45,009
    
    
    $
    64,499Contract billings in excess of cost and recognized income
    
    
    (11,336
    )
    
    
    (18,289
    )$
    33,673
    
    
    $
    46,210
   77




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 6. Property, Plant and Equipment
  December 31,2009
    
    
    2008Construction equipment
    
    $
    140,157
    
    
    $
    146,922Furniture and equipment
    
    
    44,119
    
    
    
    37,991Land and buildings
    
    
    36,278
    
    
    
    30,413Transportation equipment
    
    
    32,264
    
    
    
    34,984Leasehold improvements
    
    
    16,221
    
    
    
    14,861Aircraft
    
    
    7,410
    
    
    
    6,591Marine equipment
    
    
    120
    
    
    
    142Total property, plant and equipment
    
    
    276,569
    
    
    
    271,904Less: accumulated depreciation
    
    
    (143,690
    )
    
    
    (121,916
    )Total property, plant and equipment, net
    
    $
    132,879
    
    
    $
    149,988
  7. Goodwill and Other Intangible Assets
  ImpairmentUpstream Oil & Gas
    
    Goodwill
    
    
    Losses
    
    
    TotalBalance as of January 1, 2008
    
    $
    12,818
    
    
    $
    
    
    
    $
    12,818Goodwill from acquisitions
    
    
    
    
    
    
    
    
    
    
    Purchase price adjustments
    
    
    (581
    )
    
    
    
    
    
    
    (581
    )Impairment losses
    
    
    
    
    
    
    
    
    
    
    Translation adjustments and other
    
    
    (1,095
    )
    
    
    
    
    
    
    (1,095
    )Balance as of December 31, 2008
    
    
    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
    
    
    $
    
    
    
    $
    12,638
 ImpairmentDownstream Oil & Gas
    
    Goodwill
    
    
    Losses
    
    
    TotalBalance as of January 1, 2008
    
    $
    130,423
    
    
    $
    
    
    
    $
    130,423Goodwill from acquisitions
    
    
    
    
    
    
    
    
    
    
    Purchase price adjustments
    
    
    1,095
    
    
    
    
    
    
    
    1,095Impairment losses
    
    
    
    
    
    
    (62,295
    )
    
    
    (62,295
    )Translation adjustments and other
    
    
    
    
    
    
    
    
    
    
    Balance as of December 31, 2008
    
    
    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
    )
    
    $
    73,137
  78




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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
  December 31, 2008Customer
    
    
    
    
    
    
    
    
    
    
    Non-competeRelationships
    
    
    Backlog
    
    
    Trademark
    
    
    Agreements
    
    
    TotalGross carrying amount
    
    $
    40,500
    
    
    $
    10,500
    
    
    $
    
    
    
    $
    
    
    
    $
    51,000Accumulated amortization
    
    
    (3,631
    )
    
    
    (7,583
    )
    
    
    
    
    
    
    
    
    
    
    (11,214
    )Net carrying amount
    
    $
    36,869
    
    
    $
    2,917
    
    
    $
    
    
    
    $
    
    
    
    $
    39,786
 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
    
    
    $
    36,772Weighted average
remaining amortization
period
    
    10.0 yrs
    
    
    
    N/A
    
    
    9.5 yrs
    
    
    4.5 yrs
   Fiscal year:2010
    
    $
    3,8102011
    
    
    3,8102012
    
    
    3,8102013
    
    
    3,8102014
    
    
    3,700Thereafter
    
    
    17,832Total amortization
    
    $
    36,772
  79




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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 31,2009
    
    
    2008Trade accounts payable
    
    $
    48,302
    
    
    $
    110,353Payroll and payroll liabilities
    
    
    23,037
    
    
    
    36,040Provision for loss contract costs
    
    
    1,062
    
    
    
    Other accrued liabilities
    
    
    9,420
    
    
    
    8,912Total accounts payable and accrued liabilities
    
    $
    81,821
    
    
    $
    155,305
 9. Government Obligations
    10. Long-term Debt
  December 31,2009
    
    
    20082.75% Convertible Senior Notes
    
    $
    56,071
    
    
    $
    53,6526.5% Senior Convertible Notes
    
    
    31,450
    
    
    
    30,898Capital lease obligations
    
    
    16,516
    
    
    
    34,874Other obligations
    
    
    
    
    
    
    272007 Credit Facility
    
    
    
    
    
    
    Total long-term debt
    
    
    104,037
    
    
    
    119,451Less: current portion
    
    
    (37,274
    )
    
    
    (9,715
    )Long-term debt, net
    
    $
    66,763
    
    
    $
    109,736
  80




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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
     
    
    A minimum net worth in an amount of not less than the sum of $106,458 plus 50.0 percent
of consolidated net income earned in each fiscal quarter ended after December 31, 2007 plus
adjustments for certain equity transactions and debt conversions;
    
    A maximum leverage ratio of 2.00 to 1.00 for the fiscal quarter ending December 31, 2009
and for each fiscal quarter thereafter;
    
    A minimum fixed charge coverage ratio of not less than 3.50 to 1.00 for the fiscal
quarter ending December 31, 2009 and for each fiscal quarter thereafter; and
    
    If the Companys liquidity during any fiscal quarter falls below $35,000, a maximum
capital expenditure ratio of 1.50 to 1.00 (cost of assets added through purchase or capital
lease) for such fiscal quarter and for each of the three quarters thereafter.
   81




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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)
  6.5% Senior Convertible Notes
      82




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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 31,2009
    
    
    2008Principal amount of 6.5% Notes
    
    $
    32,050
    
    
    $
    32,050Unamortized discount
    
    
    (600
    )
    
    
    (1,152
    )Net carrying amount
    
    $
    31,450
    
    
    $
    30,898Additional paid-in capital
    
    $
    3,131
    
    
    $
    3,131
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Contractual coupon interest
    
    $
    2,083
    
    
    $
    2,083
    
    
    $
    3,220Amortization of discount
    
    
    552
    
    
    
    507
    
    
    
    713Interest expense
    
    $
    2,635
    
    
    $
    2,590
    
    
    $
    3,933Effective interest rate
    
    
    8.46
    %
    
    
    8.46
    %
    
    
    8.46
    %
 2.75% Convertible Senior Notes
   83




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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 31,2009
    
    
    2008Principal amount of 2.75% Notes
    
    $
    59,357
    
    
    $
    59,357Unamortized discount
    
    
    (3,286
    )
    
    
    (5,705
    )Net carrying amount
    
    $
    56,071
    
    
    $
    53,652Additional paid-in capital
    
    $
    14,235
    
    
    $
    14,235
   84




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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)
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Contractual coupon interest
    
    $
    1,632
    
    
    $
    1,672
    
    
    $
    1,916Amortization of discount
    
    
    2,419
    
    
    
    2,298
    
    
    
    2,449Interest expense
    
    $
    4,051
    
    
    $
    3,970
    
    
    $
    4,365Effective interest rate
    
    
    7.40
    %
    
    
    7.40
    %
    
    
    7.40
    %
 Capital Leases
  December 31,2009
    
    
    2008Construction equipment
    
    $
    23,475
    
    
    $
    43,175Auto, trucks and trailers
    
    
    1,895
    
    
    
    4,090Furniture and equipment
    
    
    1,911
    
    
    
    Total assets held under capital lease
    
    
    27,281
    
    
    
    47,265Less: accumulated depreciation
    
    
    (9,800
    )
    
    
    (11,167
    )Net assets under capital lease
    
    $
    17,481
    
    
    $
    36,098
  Fiscal year:2010
    
    $
    7,2962011
    
    
    4,9062012
    
    
    4,5232013
    
    
    9522014
    
    
    52Thereafter
    
    
    Total minimum lease payments under capital lease obligations
    
    
    17,729Less: future interest expense
    
    
    (1,213
    )Net minimum lease payments under capital leases obligations
    
    
    16,516Less: current portion of net minimum lease payments
    
    
    (5,824
    )Long-term net minimum lease payments
    
    $
    10,692
 Other Obligations
   85




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 11. Retirement Benefits
  12. Income Taxes
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Other countries
    
    $
    17,495
    
    
    $
    35,723
    
    
    $
    (37,208
    )United States
    
    
    10,511
    
    
    
    31,264
    
    
    
    21,20928,006
    
    
    
    66,987
    
    
    
    (15,999
    )Oman noncontrolling interest
    
    
    1,868
    
    
    
    1,666
    
    
    
    2,175$
    29,874
    
    
    $
    68,653
    
    
    $
    (13,824
    )
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Current provision:Other countries
    
    $
    7,325
    
    
    $
    1,214
    
    
    $
    5,851United States:Federal
    
    
    2,648
    
    
    
    32,188
    
    
    
    8,110State
    
    
    921
    
    
    
    6,159
    
    
    
    1,44410,894
    
    
    
    39,561
    
    
    
    15,405Deferred tax expense (benefit):Other countries
    
    
    (2,706
    )
    
    
    8,808
    
    
    
    (2,095
    )United States
    
    
    1,607
    
    
    
    (22,577
    )
    
    
    1,253(1,099
    )
    
    
    (13,769
    )
    
    
    (842
    )Total provision for income taxes
    
    $
    9,795
    
    
    $
    25,792
    
    
    $
    14,563
 (1)
    
    The total provision for income taxes excludes net adjustments related to
unrecognized tax benefits of $(1,058), $150 and ($60) for 2009, 2008 and 2007,
respectively, as a result of the adoption of the FASBs standard regarding the
recognition of tax benefits.   86




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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)
   2009
    
    
    2008
    
    
    2007Taxes on earnings at statutory rate in domicile of
parent company
    
    $
    9,803
    
    
    $
    
    
    
    $
    Earnings taxed at rates less or greater than parent
company ratesUnited States
    
    
    
    
    
    
    12,099
    
    
    
    3,507Other countries
    
    
    (1,854
    )
    
    
    10,615
    
    
    
    7,037State income taxes, net of U.S. federal benefit
    
    
    506
    
    
    
    2,091
    
    
    
    1,875Other permanent items
    
    
    1,568
    
    
    
    2,147
    
    
    
    2,144Foreign rate changes
    
    
    
    
    
    
    (1,461
    )
    
    
    Changes in provision for unrecognized tax positionsStatute expirations and tax authority settlements
    
    
    (1,945
    )
    
    
    (725
    )
    
    
    Other changes in unrecognized tax positions
    
    
    914
    
    
    
    875
    
    
    
    (60
    )Change in valuation allowance
    
    
    (301
    )
    
    
    301
    
    
    
    Other
    
    
    46
    
    
    
    
    
    
    
    Total Provision for income taxes
    
    $
    8,737
    
    
    $
    25,942
    
    
    $
    14,503
   Balance at January 1, 2009
    
    $
    6,232Change in measurement of existing tax positions related
to expiration of statute of limitations
    
    
    (1,945
    )Additions based on tax positions related to the current year
    
    
    662Additions based on tax positions related to prior years
    
    
    563Balance at December 31, 2009
    
    $
    5,512
    87




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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 31,2009
    
    
    2008Deferred tax assets:Current:Accrued vacation
    
    $
    1,118
    
    
    $
    1,557Allowance for doubtful accounts
    
    
    656
    
    
    
    691Estimated loss
    
    
    421
    
    
    
    Other
    
    
    680
    
    
    
    2902,875
    
    
    
    2,538Non-current:Deferred compensation
    
    
    3,414
    
    
    
    3,402Goodwill impairment
    
    
    20,166
    
    
    
    22,926U.S. tax net operating loss carry forwards
    
    
    694
    
    
    
    1,223Non-U.S. tax net operating loss carry forwards
    
    
    183
    
    
    
    316Other
    
    
    577Gross deferred tax assets
    
    
    25,034
    
    
    
    27,867Valuation allowance
    
    
    
    
    
    
    (301
    )Deferred tax assets, net of valuation allowance
    
    
    27,909
    
    
    
    30,104Deferred tax liabilities:Current:Prepaid expenses
    
    
    (1,001
    )
    
    
    (1,138
    )Partnership tax deferral
    
    
    (5,071
    )
    
    
    (6,048
    )Other
    
    
    
    
    
    
    (77
    )(6,072
    )
    
    
    (7,263
    )Non-current:Unbilled profit/retainage
    
    
    (3,972
    )
    
    
    (1,616
    )Bond discount amortization
    
    
    (1,540
    )
    
    
    (2,743
    )Depreciation
    
    
    (5,844
    )
    
    
    (5,824
    )Deferred tax liabilities
    
    
    (17,428
    )
    
    
    (17,446
    )Net deferred tax assets
    
    $
    10,481
    
    
    $
    12,658
  December 31,2009
    
    
    2008United States
    
    $
    20,802
    
    
    $
    24,145Other countries
    
    
    (10,321
    )
    
    
    (11,487
    )Net deferred tax assets
    
    $
    10,481
    
    
    $
    12,658
  88




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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
  Public Offering
  Stockholder Rights Plan
  Stock Ownership Plans
    89




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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 EndedDecember 31,2007Weighted average grant date fair value
    
    $
    9.69Weighted average assumptions used:Expected option life in years
    
    
    3.51Risk-free interest rate
    
    
    4.42
    %Dividend yield
    
    
    Market-price volatility
    
    
    40.13
    %
    Year Ended December 31,2009
    
    
    2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding, beginning of
year
    
    
    333,750
    
    
    $
    15.47
    
    
    
    418,750
    
    
    $
    14.96
    
    
    
    806,750
    
    
    $
    13.46Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    27.80Exercised
    
    
    17,500
    
    
    
    10.77
    
    
    
    53,000
    
    
    
    12.90
    
    
    
    375,500
    
    
    
    12.48Forfeited or expired
    
    
    58,500
    
    
    
    14.93
    
    
    
    32,000
    
    
    
    13.12
    
    
    
    22,500
    
    
    
    8.09Outstanding, end of year
    
    
    257,750
    
    
    $
    15.91
    
    
    
    333,750
    
    
    $
    15.47
    
    
    
    418,750
    
    
    $
    14.96Exercisable at end of year
    
    
    220,250
    
    
    $
    15.34
    
    
    
    261,250
    
    
    $
    14.50
    
    
    
    287,916
    
    
    $
    13.42
   90




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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
  Shares
    
    

Weighted-
Average
Grant-Date
Fair ValueNonvested, beginning of year
    
    
    72,500
    
    
    $
    7.15Granted
    
    
    
    
    
    
    Vested
    
    
    35,000
    
    
    
    7.06Forfeited or expired
    
    
    
    
    
    
    Nonvested, end of year
    
    
    37,500
    
    
    $
    7.23
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageGrant-Date
    
    
    
    
    
    
    Grant-Date
    
    
    
    
    
    
    Grant-DateShares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueOutstanding, beginning
of year
    
    
    840,342
    
    
    $
    32.89
    
    
    
    548,688
    
    
    $
    20.89
    
    
    
    300,116
    
    
    $
    17.85Granted
    
    
    545,307
    
    
    
    9.95
    
    
    
    635,314
    
    
    
    38.24
    
    
    
    430,985
    
    
    
    21.70Vested, shares released
    
    
    473,406
    
    
    
    27.02
    
    
    
    249,661
    
    
    
    21.50
    
    
    
    169,535
    
    
    
    17.58Forfeited
    
    
    52,995
    
    
    
    19.89
    
    
    
    93,999
    
    
    
    29.00
    
    
    
    12,878
    
    
    
    20.63Outstanding, end of year
    
    
    859,248
    
    
    $
    22.38
    
    
    
    840,342
    
    
    $
    32.89
    
    
    
    548,688
    
    
    $
    20.89
   Warrants to Purchase Common Stock
   91




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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 31,2009
    
    
    2008
    
    
    2007Income (loss) from continuing operations
    
    $
    21,137
    
    
    $
    42,711
    
    
    $
    (28,327
    )Less: Income attributable to noncontrolling interest
    
    
    (1,817
    )
    
    
    (1,836
    )
    
    
    (2,210
    )Net income (loss) from continuing operations
attributable to Willbros Group, Inc. (numerator
for basic calculation)
    
    
    19,320
    
    
    
    40,875
    
    
    
    (30,537
    )Add: Interest and debt issuance costs associated
with convertible notes
    
    
    
    
    
    
    
    
    
    
    Net income (loss) from continuing operations
applicable to common shares (numerator for
diluted calculation)
    
    $
    19,320
    
    
    $
    40,875
    
    
    $
    (30,537
    )Weighted average number of common shares
outstanding for basic income per share
    
    
    38,687,594
    
    
    
    38,269,248
    
    
    
    29,258,946Weighted average number of potentially dilutive
common shares outstanding
    
    
    195,483
    
    
    
    494,919
    
    
    
    Weighted average number of common shares
outstanding for diluted income per share
    
    
    38,883,077
    
    
    
    38,764,167
    
    
    
    29,258,946Income (loss) per common share from continuing
operations:Basic
    
    $
    0.50
    
    
    $
    1.07
    
    
    $
    (1.04
    )Diluted
    
    $
    0.50
    
    
    $
    1.05
    
    
    $
    (1.04
    )
  Year Ended December 31,2009
    
    
    2008
    
    
    20072.75% Convertible Senior Notes
    
    
    3,048,642
    
    
    
    3,146,205
    
    
    
    3,492,5556.5% Senior Convertible Notes
    
    
    1,825,587
    
    
    
    1,825,587
    
    
    
    1,825,587Stock options
    
    
    185,000
    
    
    
    272,750
    
    
    
    418,750Warrants to purchase common stock
    
    
    536,925
    
    
    
    536,925
    
    
    
    536,925Restricted stock and restricted stock rights
    
    
    
    
    
    
    
    
    
    
    548,6885,596,154
    
    
    
    5,781,467
    
    
    
    6,822,505
  15. Segment Information
 Engineering, Upstream Oil & Gas Downstream Oil & Gas Engineering Upstream Oil & Gas Downstream Oil & Gas
  92




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 15. Segment Information (continued)
 Upstream Oil & Gas Downstream Oil & Gas.
  Year Ended December 31, 2009Upstream Oil
    
    
    Downstream& Gas
    
    
    Oil & Gas
    
    
    ConsolidatedRevenue
    
    $
    982,568
    
    
    $
    277,250
    
    
    $
    1,259,818Operating expenses
    
    
    945,685
    
    
    
    276,751
    
    
    
    1,222,436Operating income
    
    $
    36,883
    
    
    $
    499
    
    
    
    37,382Other expense
    
    
    
    
    
    
    
    
    
    
    (7,508
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    8,737Income from continuing operations
    
    
    
    
    
    
    
    
    
    
    21,137Loss from discontinued operations net of provisions
for income taxes
    
    
    
    
    
    
    
    
    
    
    (1,497
    )Net income
    
    
    
    
    
    
    
    
    
    
    19,640Less: Income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    (1,817
    )Net income attributable to Willbros Group, Inc.
    
    
    
    
    
    
    
    
    
    $
    17,823
 Year Ended December 31, 2008Upstream Oil
    
    
    Downstream& Gas
    
    
    Oil & Gas
    
    
    ConsolidatedRevenue
    
    $
    1,545,629
    
    
    $
    367,075
    
    
    $
    1,912,704Operating expenses
    
    
    1,436,748
    
    
    
    406,154
    
    
    
    1,842,902Operating income (loss)
    
    $
    108,881
    
    
    $
    (39,079
    )
    
    
    69,802Other expense
    
    
    
    
    
    
    
    
    
    
    (1,149
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    25,942Income from continuing operations
    
    
    
    
    
    
    
    
    
    
    42,711Income from discontinued operations net of
provisions for income taxes
    
    
    
    
    
    
    
    
    
    
    2,757Net income
    
    
    
    
    
    
    
    
    
    
    45,468Less: Income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    (1,836
    )Net income attributable to Willbros Group, Inc.
    
    
    
    
    
    
    
    
    
    $
    43,632
  93




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 15.
    
    Segment Information (continued) Year Ended December 31, 2007Upstream
    
    
    DownstreamOil & Gas
    
    
    Oil & Gas
    
    
    ConsolidatedRevenue
    
    $
    923,870
    
    
    $
    23,821
    
    
    $
    947,691Operating expenses
    
    
    891,457
    
    
    
    23,151
    
    
    
    914,608Government fines
    
    
    
    
    
    
    
    
    
    
    22,000Operating income
    
    $
    32,413
    
    
    $
    670
    
    
    
    11,083Other expense
    
    
    
    
    
    
    
    
    
    
    (24,907
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    14,503Loss from continuing operations
    
    
    
    
    
    
    
    
    
    
    (28,327
    )Loss from discontinued operations net of
provisions for income taxes
    
    
    
    
    
    
    
    
    
    
    (21,414
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (49,741
    )Less: Income attributable to noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    (2,210
    )Net loss attributable to Willbros Group, Inc.
    
    
    
    
    
    
    
    
    
    $
    (51,951
    )
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Upstream Oil & Gas
    
    $
    7,318
    
    
    $
    38,491
    
    
    $
    69,532Downstream Oil & Gas
    
    
    1,889
    
    
    
    3,613
    
    
    
    37Corporate
    
    
    3,900
    
    
    
    10,944
    
    
    
    4,979Total
    
    $
    13,107
    
    
    $
    53,048
    
    
    $
    74,548
  December 31,
    
    
    December 31,2009
    
    
    2008Upstream Oil & Gas
    
    $
    259,038
    
    
    $
    379,352Downstream Oil & Gas
    
    
    174,512
    
    
    
    127,186Corporate
    
    
    294,828
    
    
    
    278,120Total assets, continuing operations
    
    $
    728,378
    
    
    $
    784,658
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Customer A
    
    
    22
    %
    
    
    
    %
    
    
    
    %Customer B
    
    
    13
    %
    
    
    
    %
    
    
    14
    %Customer C
    
    
    
    %
    
    
    19
    %
    
    
    
    %Customer D
    
    
    
    %
    
    
    11
    %
    
    
    
    %Customer E
    
    
    
    %
    
    
    
    %
    
    
    11
    %Customer F
    
    
    
    %
    
    
    
    %
    
    
    10
    %35
    %
    
    
    30
    %
    
    
    35
    %
 Upstream Oil & Gas
  94




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 15. Segment Information (continued)
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Contract revenue:United States
    
    $
    939,985
    
    
    $
    1,440,239
    
    
    $
    612,647Canada
    
    
    254,420
    
    
    
    387,498
    
    
    
    244,806Oman
    
    
    65,368
    
    
    
    84,967
    
    
    
    90,238Other
    
    
    45
    
    
    
    
    
    
    
    $
    1,259,818
    
    
    $
    1,912,704
    
    
    $
    947,691
 December 31,2009
    
    
    2008Long-lived assets:United States
    
    $
    81,574
    
    
    $
    99,051Canada
    
    
    40,938
    
    
    
    37,706Oman
    
    
    10,175
    
    
    
    13,028Other
    
    
    192
    
    
    
    203$
    132,879
    
    
    $
    149,988
 16. Contingencies, Commitments and Other Circumstances
 Contingencies
 Resolution of criminal and regulatory matters
  
    
    In exchange for WGIs and WIIs full compliance with the DPA, the DOJ will not continue
a criminal prosecution of WGI and WII and with the successful completion of the DPAs
terms, the DOJ will move to dismiss the criminal information.
    95




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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)
   Facility Construction Project Termination
    Pipeline Construction Project Issues
   96




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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)
   Project claims and audit disputes
  Other
  Commitments
   97




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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)
 Operating Leases
  Joint Ventures
  Other Circumstances
       98




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 17. Quarterly Financial Data
  March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    Total2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Year 2009 Quarter EndedContract revenue
    
    $
    463,926
    
    
    $
    354,483
    
    
    $
    247,533
    
    
    $
    193,876
    
    
    $
    1,259,818Contract income
    
    
    56,541
    
    
    
    43,086
    
    
    
    25,367
    
    
    
    19,730
    
    
    
    144,724Income (loss) from continuing operations
before income taxes
    
    
    24,316
    
    
    
    16,666
    
    
    
    1,396
    
    
    
    (12,504
    )
    
    
    29,874Income (loss) from continuing operations, net
of taxes
    
    
    16,076
    
    
    
    10,991
    
    
    
    2,055
    
    
    
    (7,985
    )
    
    
    21,137Income (loss) from discontinued operations
net of provisions for income taxes
    
    
    160
    
    
    
    (1,660
    )
    
    
    (27
    )
    
    
    30
    
    
    
    (1,497
    )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
    
    $
    15,329
    
    
    $
    10,568
    
    
    $
    1,683
    
    
    $
    (8,260
    )
    
    $
    19,320Income (loss) from discontinued operations
    
    
    160
    
    
    
    (1,660
    )
    
    
    (27
    )
    
    
    30
    
    
    
    (1,497
    )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
    
    $
    0.40
    
    
    $
    0.27
    
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.50Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    
    
    
    
    (0.04
    )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
    
    $
    0.39
    
    
    $
    0.27
    
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.50Income (loss) from discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    
    
    
    
    (0.04
    )Net income (loss)
    
    $
    0.39
    
    
    $
    0.23
    
    
    $
    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
  99




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 17. Quarterly Financial Data (continued)
 March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    Total2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008Year 2008 Quarter EndedContract revenue
    
    $
    491,634
    
    
    $
    467,717
    
    
    $
    490,651
    
    
    $
    462,702
    
    
    $
    1,912,704Contract income
    
    
    66,327
    
    
    
    67,425
    
    
    
    60,955
    
    
    
    67,841
    
    
    
    262,548Income (loss) from continuing operations before income taxes
    
    
    32,495
    
    
    
    34,645
    
    
    
    26,930
    
    
    
    (25,417
    )
    
    
    68,653Income (loss) from continuing operations, net of taxes
    
    
    18,678
    
    
    
    20,069
    
    
    
    18,873
    
    
    
    (14,909
    )
    
    
    42,711Income (loss) from discontinued operations net of provisions for
income taxes
    
    
    2,559
    
    
    
    (736
    )
    
    
    1,219
    
    
    
    (285
    )
    
    
    2,757Net income (loss)
    
    
    21,237
    
    
    
    19,333
    
    
    
    20,092
    
    
    
    (15,194
    )
    
    
    45,468Less: Income attributable to noncontrolling interest
    
    
    (457
    )
    
    
    (563
    )
    
    
    (413
    )
    
    
    (403
    )
    
    
    (1,836
    )Net income (loss) attributable to Willbros Group, Inc.
    
    $
    20,780
    
    
    $
    18,770
    
    
    $
    19,679
    
    
    $
    (15,597
    )
    
    $
    43,632Reconciliation of net income attributable to Willbros Group, Inc.Income (loss) from continuing operations
    
    $
    18,221
    
    
    $
    19,506
    
    
    $
    18,460
    
    
    $
    (15,312
    )
    
    $
    40,875Income (loss) from discontinued operations
    
    
    2,559
    
    
    
    (736
    )
    
    
    1,219
    
    
    
    (285
    )
    
    
    2,757Net income (loss) attributable to Willbros Group, Inc.
    
    $
    20,780
    
    
    $
    18,770
    
    
    $
    19,679
    
    
    $
    (15,597
    )
    
    $
    43,632Basic income (loss) per share attributable to Company shareholders:Income (loss) from continuing operations
    
    $
    0.48
    
    
    $
    0.51
    
    
    $
    0.48
    
    
    $
    (0.40
    )
    
    $
    1.07Income (loss)from discontinued operations
    
    
    0.07
    
    
    
    (0.02
    )
    
    
    0.03
    
    
    
    (0.01
    )
    
    
    0.07Net income (loss)
    
    $
    0.55
    
    
    $
    0.49
    
    
    $
    0.51
    
    
    $
    (0.41
    )
    
    $
    1.14Diluted income per share attributable to Company shareholders:Income (loss) from continuing operations
    
    $
    0.46
    
    
    $
    0.49
    
    
    $
    0.46
    
    
    $
    (0.40
    )
    
    $
    1.05Income (loss) from discontinued operations
    
    
    0.06
    
    
    
    (0.02
    )
    
    
    0.03
    
    
    
    (0.01
    )
    
    
    0.07Net income (loss)
    
    $
    0.52
    
    
    $
    0.47
    
    
    $
    0.49
    
    
    $
    (0.41
    )
    
    $
    1.12Weighted average number of common shares outstandingBasic
    
    
    38,017,280
    
    
    
    38,378,246
    
    
    
    38,313,997
    
    
    
    38,367,467
    
    
    
    38,269,248Diluted
    
    
    43,915,654
    
    
    
    43,874,031
    
    
    
    43,803,235
    
    
    
    38,367,467
    
    
    
    38,764,167
  
    
    During the quarter ended December 31, 2008, the Company decided to sell one of its
fabrication facilities located in Edmonton, Alberta, Canada, which was comprised of
manufacturing and office space of approximately 130,000 square feet. The facility and various
other related assets at the time of sale had a net book value of $11,899. The Company
received $19,593 in net proceeds which resulted in a gain on sale of $7,694 and is included in
other, net. See Note 18  Discontinuance of Operations, Asset Disposals and Transition
Services Agreement.
 
    
    During the quarter ended December 31, 2008, the Company recorded a non-cash, before-tax
charge of $62,295 for impairment of goodwill.
 18. Discontinuance of Operations, Asset Disposals and Transition Services Agreement
 Strategic Decisions
   100




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
 Nigeria Assets and Nigeria-Based Operations
 Share Purchase Agreement
       101




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
   Letters of Credit
  Transition Services Agreement
   Residual Equipment in Nigeria
    102




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
 Global Settlement Agreement (GSA)
  
    
    A reduction to the purchase price of $25,000, in resolution of all working capital
adjustments as provided for in the original share purchase agreement;
    
    Ascot agreed to provide supplemental backstop letters of credit in the amount of
$20,322 issued by a non-Nigerian bank approved by the Company;
    
    Ascot provided specific indemnities related to two ongoing projects that they
acquired as part of the Agreement; and
    
    Except as provided in the GSA, Ascot and the Company waived all of its respective
rights and obligations relating to indemnifications provided in the share purchase
agreement concerning any breach of a covenant or representation or warranty.
  Insurance Recovery
  Venezuela
 Business Disposal
  Asset Disposal
 Sale of Canada Fabrication Facility
   103




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##### Table of Contents



WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
 Results of Discontinued Operations
  Year Ended December 31, 2009Nigeria
    
    
    
    
    
    
    DiscontinuedNigeria
    
    
    TSA
    
    
    Venezuela
    
    
    OperationsContract revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating expenses:Contract
    
    
    
    
    
    
    429
    
    
    
    
    
    
    
    429General and administrative
    
    
    151
    
    
    
    194
    
    
    
    1,750
    
    
    
    2,095151
    
    
    
    623
    
    
    
    1,750
    
    
    
    2,524Operating loss
    
    
    (151
    )
    
    
    (623
    )
    
    
    (1,750
    )
    
    
    (2,524
    )Other income (expense)
    
    
    (120
    )
    
    
    1,296
    
    
    
    
    
    
    
    1,176Income (loss) before income taxes
    
    
    (271
    )
    
    
    673
    
    
    
    (1,750
    )
    
    
    (1,348
    )Provision for income taxes
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    149Net income (loss)
    
    $
    (271
    )
    
    $
    524
    
    
    $
    (1,750
    )
    
    $
    (1,497
    )
 Year Ended December 31, 2008Nigeria
    
    
    
    
    
    
    DiscontinuedNigeria
    
    
    TSA
    
    
    Venezuela
    
    
    OperationsContract revenue
    
    $
    (94
    )
    
    $
    2,474
    
    
    $
    
    
    
    $
    2,380Operating expenses:Contract
    
    
    (94
    )
    
    
    3,760
    
    
    
    
    
    
    
    3,666General and administrative
    
    
    151
    
    
    
    62
    
    
    
    
    
    
    
    21357
    
    
    
    3,822
    
    
    
    
    
    
    
    3,879Operating loss
    
    
    (151
    )
    
    
    (1,348
    )
    
    
    
    
    
    
    (1,499
    )Other income (expense)
    
    
    4,453
    
    
    
    (177
    )
    
    
    
    
    
    
    4,276Income (loss) before income taxes
    
    
    4,302
    
    
    
    (1,525
    )
    
    
    
    
    
    
    2,777Provision for income taxes
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    20Net income (loss)
    
    $
    4,302
    
    
    $
    (1,545
    )
    
    $
    
    
    
    $
    2,757
  104




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WILLBROS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
 18. Discontinuance of Operations, Asset Disposals and Transition Services Agreement (continued)
 Year Ended December 31, 2007Nigeria
    
    
    
    
    
    
    DiscontinuedNigeria
    
    
    TSA
    
    
    Venezuela
    
    
    OperationsContract revenue
    
    $
    30,046
    
    
    $
    23,304
    
    
    $
    
    
    
    $
    53,350Operating expenses:Contract
    
    
    34,360
    
    
    
    21,867
    
    
    
    
    
    
    
    56,227Impairment of long-lived
assets
    
    
    
    
    
    
    1,524
    
    
    
    
    
    
    
    1,524General and administrative
    
    
    3,472
    
    
    
    575
    
    
    
    
    
    
    
    4,047Profit disgorgement
    
    
    10,300
    
    
    
    
    
    
    
    
    
    
    
    10,30048,132
    
    
    
    23,966
    
    
    
    
    
    
    
    72,098Operating loss
    
    
    (18,086
    )
    
    
    (662
    )
    
    
    
    
    
    
    (18,748
    )Other income (expense)
    
    
    (1,034
    )
    
    
    249
    
    
    
    
    
    
    
    (785
    )Loss before income taxes
    
    
    (19,120
    )
    
    
    (413
    )
    
    
    
    
    
    
    (19,533
    )Provision for income taxes
    
    
    1,092
    
    
    
    789
    
    
    
    
    
    
    
    1,881Net loss
    
    $
    (20,212
    )
    
    $
    (1,202
    )
    
    $
    
    
    
    $
    (21,414
    )
 Financial Position of Discontinued Operations
  December 31,
    
    
    December 31,2009
    
    
    2008Current assets:Cash and cash equivalents
    
    $
    
    
    
    $
    309Accounts receivable, net
    
    
    
    
    
    
    1,225Prepaid expenses
    
    
    
    
    
    
    78Total current assets
    
    
    
    
    
    
    1,612Property, plant and equipment, net
    
    
    
    
    
    
    442Other assets
    
    
    
    
    
    
    632Total assets
    
    
    
    
    
    
    2,686Current liabilities
    
    
    
    
    
    
    609Total current liabilities
    
    
    
    
    
    
    609Net assets of discontinued
operations
    
    $
    
    
    
    $
    2,077
 19. Subsequent Event
    105




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants
  
 Item 9A.
    
    Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Managements Report on Internal Control Over Financial Reporting
     (c) Changes in Internal Control over Financial Reporting
  
 Item 9B.
    
    Other Information
   106




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  Code of Conduct
  
 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
   107




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 (a)
    
    (1) Financial Statements:
   2009Form 10-KPage(s)Report of Independent Registered Public Accounting Firm (Grant Thornton LLP)
    
    
    114Schedule II  Consolidated Valuation and Qualifying Accounts
    
    
    115
    2.
    
    
    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).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
    
    
    Rights Agreement, dated April 1, 1999, between Willbros Group, Inc., a Republic of Panama
corporation, and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (filed as an
Exhibit to our Registration Statement on Form 8-A, dated April 9, 1999).4.3
    
    
    First Amendment to Rights Agreement dated as of February 20, 2009, between Willbros Group,
Inc., a Republic of Panama corporation, and Mellon Investor Services LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (filed as an Exhibit to our
Amendment No. 1 to Registration Statement on Form 8-A/A, dated February 23, 2009).4.4
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit
3 to our report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).4.5
    
    
    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).4.6
    
    
    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).
  108




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##### Table of Contents



4.7
    
    
    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).4.8
    
    
    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).4.9
    
    
    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).4.10
    
    
    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).4.11
    
    
    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).4.12
    
    
    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).4.13
    
    
    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).10.1
    
    
    Credit Agreement dated as of November 20, 2007, among Willbros USA, Inc., as borrower,
Willbros Group, Inc., a Republic of Panama corporation, and certain of our subsidiaries and
affiliates as guarantors, the lenders from time to time party thereto and Calyon New York
Branch, as Administrative Agent, Collateral Agent and Issuing Bank (filed as Exhibit 10 to our
current report on Form 8-K dated November 20, 2007, filed November 27, 2007).10.2
    
    
    Supplement No. 3 to Credit Agreement dated March 3, 2009, among Willbros United States
Holdings, Inc., a Delaware corporation (formerly known as Willbros USA, Inc.), as borrower,
Willbros Group, Inc., a Delaware corporation, and Calyon New York Branch, as Administrative
Agent, Collateral Agent and Issuing Bank (filed as Exhibit 10.1 to our current report on Form
8-K dated March 3, 2009, filed March 4, 2009).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).
  109




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##### Table of Contents



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).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, 2010.10.29*
    
    
    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).
  110




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##### Table of Contents



10.30
    *
    
    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).10.31
    *
    
    Amendment Number 1 to Willbros Group, Inc. Severance Plan dated December 31, 2008 (filed as
Exhibit 10.25 to the 2008 Form 10-K).10.32
    *
    
    Willbros Group, Inc. Management Severance Plan (as amended and restated effective January
24, 2006) and Amendment Number 1 thereto dated April 10, 2006.10.33
    *
    
    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).10.34
    *
    
    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).10.35
    *
    
    Amended and Restated Employment Agreement dated December 31, 2008, between Willbros USA,
Inc. and John (Jay) T. Dalton (filed as Exhibit 10.31 to the 2008 Form 10-K).10.36
    *
    
    Separation Agreement and Release dated March 31, 2009, between Willbros United States
Holdings, Inc. and John (Jay) T. Dalton (filed as Exhibit 10.8 to our report on Form 10-Q
for the quarter ended March 31, 2009, filed May 7, 2009).10.37
    *
    
    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).10.38
    *
    
    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).10.39
    *
    
    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.10.40
    *
    
    Employment Agreement dated November 20, 2007, between Integrated Service Company LLC and
Clayton W. Hughes and Amendment No. 1 thereto dated December 31, 2008.10.41
    *
    
    Separation Agreement and Release dated November 29, 2008, between Willbros USA, Inc. and
John K. Allcorn (filed as Exhibit 10.34 to the 2008 Form 10-K).10.42
    *
    
    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).10.43
    
    
    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).10.44
    
    
    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).10.45
    
    
    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).10.46
    
    
    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).10.47
    
    
    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).
  111




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##### Table of Contents



10.48
    
    
    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).10.49
    
    
    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).10.50
    
    
    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).10.51
    
    
    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.  112




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##### Table of Contents



SIGNATURES
  WILLBROS GROUP, INC.Date: March 11, 2010
    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 11, 2010/s/ Van A. Welch

Van A. Welch
    
    Senior Vice President and
Chief
Financial Officer

(Principal Financial Officer and 
Principal
Accounting Officer)
    
    March 11, 2010/s/ John T. McNabb, II

John T. McNabb, II
    
    Director and Chairman of the Board
    
    March 11, 2010/s/ Michael J. Bayer

Michael J. Bayer
    
    Director
    
    March 11, 2010/s/ William B. Berry

William B. Berry
    
    Director
    
    March 11, 2010/s/ Arlo B. DeKraai

Arlo B. DeKraai
    
    Director
    
    March 11, 2010/s/ Edward J. DiPaolo

Edward J. DiPaolo
    
    Director
    
    March 11, 2010/s/ Robert L. Sluder

Robert L. Sluder
    
    Director
    
    March 11, 2010/s/ S. Miller Williams

S. Miller Williams
    
    Director
    
    March 11, 2010
  113




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
   
  114




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##### Table of Contents



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, 2007
    
    Allowance for Bad Debts
    
    $
    10,389
    
    
    $
    387
    
    
    $
    (9,668
    )
    
    $
    1,108December 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, 2007
    
    Obsolescence Reserve
    
    $
    12,159
    
    
    $
    
    
    
    $
    (12,159
    )
    
    $
    December 31, 2008
    
    Obsolescence Reserve
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    December 31, 2009
    
    Obsolescence Reserve
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  115




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##### Table of Contents



INDEX TO EXHIBITS
  2.
    
    
    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).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
    
    
    Rights Agreement, dated April 1, 1999, between Willbros Group, Inc., a Republic of Panama
corporation, and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (filed as an
Exhibit to our Registration Statement on Form 8-A, dated April 9, 1999).4.3
    
    
    First Amendment to Rights Agreement dated as of February 20, 2009, between Willbros Group,
Inc., a Republic of Panama corporation, and Mellon Investor Services LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (filed as an Exhibit to our
Amendment No. 1 to Registration Statement on Form 8-A/A, dated February 23, 2009).4.4
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit
3 to our report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).4.5
    
    
    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).4.6
    
    
    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).4.7
    
    
    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).4.8
    
    
    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).4.9
    
    
    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).4.10
    
    
    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).
  116




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##### Table of Contents



4.11
    
    
    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).4.12
    
    
    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).4.13
    
    
    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).10.1
    
    
    Credit Agreement dated as of November 20, 2007, among Willbros USA, Inc., as borrower,
Willbros Group, Inc., a Republic of Panama corporation, and certain of our subsidiaries and
affiliates as guarantors, the lenders from time to time party thereto and Calyon New York
Branch, as Administrative Agent, Collateral Agent and Issuing Bank (filed as Exhibit 10 to our
current report on Form 8-K dated November 20, 2007, filed November 27, 2007).10.2
    
    
    Supplement No. 3 to Credit Agreement dated March 3, 2009, among Willbros United States
Holdings, Inc., a Delaware corporation (formerly known as Willbros USA, Inc.), as borrower,
Willbros Group, Inc., a Delaware corporation, and Calyon New York Branch, as Administrative
Agent, Collateral Agent and Issuing Bank (filed as Exhibit 10.1 to our current report on Form
8-K dated March 3, 2009, filed March 4, 2009).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)).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).
  117




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##### Table of Contents



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, 2010.10.29
    *
    
    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).10.30
    *
    
    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).10.31
    *
    
    Amendment Number 1 to Willbros Group, Inc. Severance Plan dated December 31, 2008 (filed as
Exhibit 10.25 to the 2008 Form 10-K).10.32
    *
    
    Willbros Group, Inc. Management Severance Plan (as amended and restated effective January
24, 2006) and Amendment Number 1 thereto dated April 10, 2006.10.33
    *
    
    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).10.34
    *
    
    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).10.35
    *
    
    Amended and Restated Employment Agreement dated December 31, 2008, between Willbros USA,
Inc. and John (Jay) T. Dalton (filed as Exhibit 10.31 to the 2008 Form 10-K).
  118




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10.36
    *
    
    Separation Agreement and Release dated March 31, 2009, between Willbros United States
Holdings, Inc. and John (Jay) T. Dalton (filed as Exhibit 10.8 to our report on Form 10-Q
for the quarter ended March 31, 2009, filed May 7, 2009).10.37
    *
    
    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).10.38
    *
    
    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).10.39
    *
    
    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.10.40
    *
    
    Employment Agreement dated November 20, 2007, between Integrated Service Company LLC and
Clayton W. Hughes and Amendment No. 1 thereto dated December 31, 2008.10.41
    *
    
    Separation Agreement and Release dated November 29, 2008, between Willbros USA, Inc. and
John K. Allcorn (filed as Exhibit 10.34 to the 2008 Form 10-K).10.42
    *
    
    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).10.43
    
    
    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).10.44
    
    
    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).10.45
    
    
    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).10.46
    
    
    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).10.47
    
    
    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).10.48
    
    
    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).10.49
    
    
    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).10.50
    
    
    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).
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##### Table of Contents



10.51
    
    
    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.  120