0000708819 2008-12-31 0000708819 2008-06-30 0000708819 2008-01-01 2008-06-30 0000708819 2009-06-30 0000708819 2009-01-01 2009-06-30 0000708819 2008-01-01 2008-12-31 0000708819 2009-04-01 2009-06-30 0000708819 2008-04-01 2008-06-30 0000708819 2007-12-31 0000708819 2009-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares No 2548000 4006000 84650000 -322753000 -29155000 -56374000 233105949 230408760 232846098 230260810 50608000 55709000 1268000 1504000 true 24466000 22743000 56177000 -2661000 44094000 20266000 138742000 179244000 224086000 312771000 40861000 1693000 47790000 11973000 0.40 0.77 0.73 1.31 78082000 70304000 264018000 335877000 1152719000 1078859000 67228000 58499000 Yes NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES We have presented our condensed consolidated financial statements in U.S.Dollars in accordance with the interim reporting requirements of Form 10-Q andRule 10-01 of Regulation S-X. Financial information and disclosures normallyincluded in our financial statements prepared annually in accordance withaccounting principles generally accepted in the United States ("GAAP") have beencondensed or omitted. Readers of these financial statements should, therefore,refer to the consolidated financial statements and the notes in our annualreport on Form 10-K for the year ended December 31, 2008. We have included all adjustments, consisting only of normal recurringadjustments, necessary for a fair presentation. These condensed consolidatedfinancial statements include the accounts of McDermott International, Inc. andits subsidiaries and controlled entities consistent with Financial AccountingStandards Board ("FASB") Interpretation No. 46(R), Consolidation of VariableInterest Entities (revised December 2003). We use the equity method to accountfor investments in entities that we do not control, but over which we havesignificant influence. We generally refer to these entities as "joint ventures."We have eliminated all significant intercompany transactions and accounts. Wehave reclassified certain amounts previously reported to conform to thepresentation at June 30, 2009 and for the three and six months ended June 30,2009. We have evaluated subsequent events through August 10, 2009, the date ofissuance of this report. We present the notes to our condensed consolidatedfinancial statements on the basis of continuing operations, unless otherwisestated. McDermott International, Inc. ("MII"), incorporated under the laws of theRepublic of Panama in 1959, is an engineering and construction company withspecialty manufacturing and service capabilities and is the parent company ofthe McDermott group of companies, including J. Ray McDermott, S.A. ("JRMSA") andThe Babcock & Wilcox Company ("B&W"). In this quarterly report on Form 10-Q,unless the context otherwise indicates, "we," "us" and "our" mean MII and itsconsolidated subsidiaries. We operate in three business segments: Offshore Oil and Gas Construction,Government Operations and Power Generation Systems, further described asfollows: - Our Offshore Oil and Gas Construction segment includes the business andoperations of JRMSA, J. Ray McDermott Holdings, LLC and their respectivesubsidiaries. This segment supplies services primarily to offshore oil and gasfield developments worldwide, including the front-end design and detailedengineering, fabrication and installation of offshore drilling and productionfacilities and installation of marine pipelines and subsea production systems.It also provides comprehensive project management and procurement services.This segment operates in most major offshore oil and gas producing regions,including the United States, Mexico, Canada, the Middle East, India, the CaspianSea and Asia Pacific. - Our Government Operations segment includes the business and operations ofBWX Technologies, Inc., Babcock & Wilcox Nuclear Operations Group, Inc., Babcock& Wilcox Technical Services Group, Inc. and their respective subsidiaries. Thissegment manufactures nuclear components and provides various services to theU.S. Government, including uranium processing, environmental site restorationservices and management and operating services for various U.S. Government-ownedfacilities, primarily within the nuclear weapons complex of the U.S. Departmentof Energy. - Our Power Generation Systems segment includes the business and operations ofBabcock & Wilcox Power Generation Group, Inc. ("B&W PGG"), Babcock & WilcoxNuclear Power Generation Group, Inc. and their respective subsidiaries. Thissegment supplies fossil-fired boilers, commercial nuclear steam generators andcomponents, environmental equipment and components, and related services tocustomers in different regions around the world. It designs, engineers,manufactures, constructs and services large utility and industrial powergeneration systems, including boilers used to generate steam in electric powerplants, pulp and paper making, chemical and process applications and otherindustrial uses. Operating results for the three and six months ended June 30, 2009 are notnecessarily indicative of the results that may be expected for the year endingDecember 31, 2009. For further information, refer to the consolidatedfinancial statements and the related footnotes included in our annual report onForm 10-K for the year ended December 31, 2008. Comprehensive Loss The components of accumulated other comprehensive loss included in stockholders'equity are as follows: June 30, December 31, 2009 2008 (Unaudited) (In thousands)Currency Translation Adjustments $ 2,874 $ (13,042 )Net Unrealized Loss on Investments (9,702 ) (8,978 )Net Unrealized Loss on Derivative Financial Instruments (9,097 ) (13,238)Unrecognized Losses on Benefit Obligations (608,735 ) (637,157 )Accumulated Other Comprehensive Loss $ (624,660 ) $ (672,415 ) Inventories The components of inventories are as follows: June 30, December 31, 2009 2008 (Unaudited) (In thousands)Raw Materials and Supplies $ 87,013 $ 95,593Work in Progress 7,556 12,157Finished Goods 25,561 20,633Total Inventories $ 120,130 $ 128,383 Restricted Cash and Cash Equivalents At June 30, 2009, we had restricted cash and cash equivalents totaling $81.2million, $43.9 million of which was held in restricted foreign accounts, $28.8million was held in escrow pending final payment on a legal settlement, $2.8million was held as cash collateral for letters of credit, $5.0 million was heldfor future decommissioning of facilities, and $0.7 million was held to meetreinsurance reserve requirements of our captive insurance companies. Warranty Expense We generally accrue estimated expense to satisfy contractual warrantyrequirements of our Government Operations and Power Generation Systems segmentswhen we recognize the associated revenue on the related contracts. We generallyinclude warranty costs associated with our Offshore Oil and Gas Constructionsegment as a component of our total contract cost estimate to satisfycontractual requirements, and we record the associated expense under thepercent-of-completion method of accounting for long-term construction contracts.In addition, we make specific provisions where we expect the actual warrantycosts to significantly exceed the accrued estimates. Such provisions could havea material effect on our consolidated financial condition, results of operationsand cash flows. The following summarizes the changes in our accrued warranty expense: Six Months Ended June 30, 2009 2008 (Unaudited) (In thousands)Balance at beginning of period $ 120,237 $ 101,330 Additions and adjustments 16,417 9,286Charges (8,459 ) (3,982 )Balance at end of period $ 128,195 $ 106,634 Research & Development Expense Research and development activities are related to development and improvementof new and existing products and equipment, as well as conceptual andengineering evaluation for translation into practical applications. We charge tocost of operations the costs of research and development unrelated to specificcontracts as incurred. For the six months ended June 30, 2009 and 2008 our netresearch and development expense included in cost of operations totaledapproximately $21.1 million and $18.8 million, respectively. Recently Adopted Accounting Standards In May 2009, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 165, Subsequent Events. SFAS No. 165 incorporates specificaccounting and disclosure requirements for subsequent events into U.S. generallyaccepted accounting principles, as part of the codification effort and inconjunction with SFAS Nos. 162 and 168. The adoption of these provisions did nothave a material impact on our consolidated financial statements. In April 2009, the FASB issued FASB Staff Position ("FSP") 141(R)-1, Accountingfor Assets Acquired and Liabilities Assumed in a Business Combination That Arisefrom Contingencies. FSP 141(R)-1 amends and clarifies SFAS No. 141 to addresssubsequent measurement and accounting for, and disclosure of, assets andliabilities arising from contingencies in a business combination. On January 1,2009, we adopted the provisions of FSP 141(R)-1. The adoption of theseprovisions did not have a material impact on our consolidated financialstatements. In April 2009, the FASB issued FSP 107-1, Interim Disclosures about Fair Valueof Financial Instruments. FSP 107-1 amends SFAS No. 107, Disclosures about FairValue of Financial Instruments, to require disclosures about fair value offinancial instruments in financial statements. The adoption of these provisionsdid not have a material impact on our consolidated financial statements. In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life ofIntangible Assets. FSP 142-3 requires companies estimating the useful life of arecognized intangible asset to consider their historical experience in renewingor extending similar arrangements or, in the absence of historical experience,to consider assumptions that market participants would use about renewals orextensions as adjusted for the entity-specific factors in SFAS No. 142, Goodwilland Other Intangible Assets. On January 1, 2009, we adopted the provisions ofFSP 142-3 for the determination of the useful life of intangible assets. Theadoption of these provisions did not have a material impact on our consolidatedfinancial statements. In March 2008, the FASB issued SFAS No. 161, Disclosures About DerivativeInstruments and Hedging Activities - an amendment of FASB Statement No. 133.SFAS No. 161 requires enhanced disclosures about derivative and hedgingactivities and is effective for financial statements issued for fiscal years andinterim periods beginning after November 15, 2008. On January 1, 2009, weadopted the provisions of SFAS No. 161 for our disclosures about derivativeinstruments and hedging activities. The adoption of these provisions did nothave a material impact on our consolidated financial statements. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests inConsolidated Financial Statements - an Amendment of ARB No. 51. SFAS No. 160establishes accounting and reporting standards pertaining to ownership interestsin subsidiaries held by parties other than the parent, the amount of net incomeattributable to the parent and to the noncontrolling interest, changes in aparent's ownership interest and the valuation of any retained noncontrollingequity investment when a subsidiary is deconsolidated. It also establishesdisclosure requirements that clearly identify and distinguish between theinterests of the parent and the interests of the noncontrolling owners. OnJanuary 1, 2009, we adopted the provisions of SFAS No. 160. Noncontrollinginterest has been presented as a separate component of stockholders' equity forthe current reporting period and prior comparative reporting period. In December 2007, the FASB issued SFAS No. 141 (revised 2007), BusinessCombinations ("SFAS No. 141(R)"), which amends SFAS No. 141, BusinessCombinations. SFAS No. 141(R) broadens the guidance of SFAS No. 141, extendingits applicability to all transactions and events in which one entity obtainscontrol over one or more other businesses. It broadens the fair valuemeasurements and recognition of assets acquired, liabilities assumed andinterests transferred as a result of business combinations. It also providesdisclosure requirements to enable users of the financial statements to evaluatethe nature and financial effects of business combinations. On January 1, 2009,we adopted the provisions of SFAS 141(R). The adoption of these provisions didnot have a material impact on our consolidated financial statements. Accounting Standards Not Yet Adopted In June 2009, the FASB issued SFAS No. 168, The FASB Accounting StandardsCodification and the Hierarchy of Generally Accepted Accounting Principles-aReplacement of FASB Statement No. 162. SFAS No. 168 identifies the sources ofaccounting principles and the framework for selecting the principles to be usedin the preparation of financial statements that are presented in conformity withgenerally accepted accounting principles in the United States. This Statementwill be effective for interim and annual reporting ending after September 15,2009. We do not expect SFAS No. 168 to have a material impact on ourconsolidated financial statements. In June 2009, the FASB issued SFAS No. 167, Amendments to FASB InterpretationNo. 46(R). SFAS No. 167 expands the scope of FASB Interpretation No. 46(R) andamends guidance for assessing and analyzing variable interest entities asdefined in Interpretation No. 46(R). This Statement will be effective for fiscalyears beginning after November 15, 2009. We do not expect SFAS No. 167 to have amaterial impact on our consolidated financial statements. Other than as described above, there have been no material changes to the recentpronouncements discussed in our annual report on Form 10-K for the year ended December 31, 2008. 45000 1564000 129386000 120393000 2546000 3822000 624000 3750000 97881000 177551000 176296000 300798000 87929000 139062000 10-Q 14800000000 586649000 1001394000 671299000 678641000 148725000 -124729000 133372000 179176000 218002000 312665000 -5370000 -68000 -6084000 -106000 14267000 6490000 28422000 13029000 229273441 226862500 228794113 226247335 236239688 234174088 20187000 131515000 0000708819 Yes -16903000 43981000 -4951000 4766000 235000 3388000 342000 7467000 644746000 682624000 128807000 97041000 --12-31 McDermott International, Inc. NOTE 5 - FAIR VALUE MEASUREMENTS The following is a summary of our available-for-sale securities measured at fairvalue at June 30, 2009 (in thousands) (unaudited): 6/30/09 Level 1 Level 2 Level 3Mutual funds $ 4,379 $ - $ 4,379 $ -Certificates of deposit 2,661 - 2,661 -U.S. Government and agency securities 215,589 175,182 40,407-Asset-backed securities and collateralized mortgage obligations 9,498- 3,053 6,445Corporate notes and bonds 68,008 - 68,008 -Total $ 300,135 $ 175,182 $ 118,508 $ 6,445 Changes in Level 3 Instrument The following is a summary of the changes in our Level 3 instrument measured on a recurring basis for the period ended June 30, 2009 (in thousands): Balance, beginning of the year $ 7,456 Total realized and unrealized gains (losses):Included in other income (expense) (7)Included in other comprehensive income 86Purchases, issuances and settlements -Principal repayments (1,090)Balance, end of period $ 6,445 Other Financial Instruments We used the following methods and assumptions in estimating our fair valuedisclosures for our other financial instruments, as follows: Cash and cash equivalents and restricted cash and cash equivalents. Thecarrying amounts that we have reported in the accompanying consolidated balancesheets for cash and cash equivalents and restricted cash and cash equivalentsapproximate their fair values. Long-term and short-term debt. We base the fair values of debt instruments onquoted market prices. Where quoted prices are not available, we base the fairvalues on the present value of future cash flows discounted at estimatedborrowing rates for similar debt instruments or on estimated prices based oncurrent yields for debt issues of similar quality and terms. The estimated fair values of our financial instruments are as follows: June 30, 2009 December 31, 2008 Carrying Amount Fair Value Carrying Amount Fair Value (Unaudited) (In thousands) Balance Sheet Instruments Cash and cash equivalents $ 671,299 $ 671,299 $ 586,649 $ 586,649Restricted cash and cash equivalents $ 81,229 $ 81,229 $ 50,536 $50,536Investments $ 300,135 $ 300,135 $ 450,685 $ 450,685Debt $ 9,676 $ 9,757 $ 15,130 $ 15,221 71913000 63717000 147740000 231124000 278946000 388236000 1897000 17000 656000 11460000 1552751000 1316172000 487396000 551435000 3780000 9021000 NOTE 3 - COMMITMENTS AND CONTINGENCIES Other than as noted below, there have been no material changes during the periodcovered by this Form 10-Q in the status of the legal proceedings disclosed inNote 11 to the consolidated financial statements in Part II of our annual reporton Form 10-K for the year ended December 31, 2008. Investigations and Litigation With regard to the matter of Donald F. Hall and Mary Ann Hall, et al., v.Babcock & Wilcox Company, et al. (the "Hall Litigation"), the parties enteredinto the final settlement agreement described in our annual report on Form 10-Kfor the year ended December 31, 2008 (our "2008 10-K"), and that settlement wasapproved by the United States District Court for the Western District ofPennsylvania (the "District Court") in April 2009. In May 2009, B&W PGG paidapproximately $52.5 million pursuant to the terms of the final settlementagreement, which is within the amount we have accrued for these claims.Additionally, B&W PGG and Atlantic Richfield Company ("ARCO"), a formerdefendant in the Hall Litigation, entered into the final settlement agreementdescribed in our 2008 10-K, relating to B&W PGG's indemnity action against ARCOfor any liability as a result of the Hall Litigation. The indemnity settlementwas also approved by the District Court in April 2009. B&W PGG and Babcock &Wilcox Technical Services Group, Inc., formerly known as B&W NuclearEnvironmental Services, Inc., have retained all insurance rights and intend tocontinue to pursue recovery from American Nuclear Insurers and mutual AtomicEnergy Liability Underwriters ("ANI") to recover the amounts paid in settlementof the Hall Litigation in the matter of The Babcock & Wilcox Company et al. v.American Nuclear Insurers et al. (the "ANI Litigation"), which is pending before the Court of Common Pleas of AlleghenyCounty, Pennsylvania. A hearing in the ANI Litigation is set for September 14,2009 to determine the legal standard to be applied in determining ANI'sinsurance coverage obligations with respect to the settlement of the HallLitigation. The three separate purported class action complaints against MII, Bruce W.Wilkinson (MII's former Chief Executive Officer and Chairman of the Board), andMichael S. Taff (the Chief Financial Officer of MII) described in our 2008 10-Khave been consolidated. In April 2009, our motion to transfer the consolidatedcases to the Southern District of Texas was granted. On May 22, 2009, theplaintiffs filed an amended consolidated complaint, which, among other things,added Robert A. Deason (JRMSA's President and Chief Executive Officer) as adefendant in the proceedings. On July 1, 2009, MII and the other defendantsfiled a motion to dismiss the complaint. The plaintiffs filed two responses tothe motion to dismiss: (1) a motion to convert the motion to dismiss to a motionfor summary judgment and granting the plaintiffs leave to conduct discovery,which was filed on July 10, 2009; and (2) an opposition to the motion todismiss, which was filed on August 3, 2009. MII and the other defendants fileda response to the plaintiffs' motion to convert on July 30, 2009 and intend tofile a reply to the plaintiffs' opposition to the motion to dismiss on or beforeAugust 24, 2009. None of the motions have yet been set for hearing by theCourt. With regard to the matter of Iroquois Falls Power Corp. v. Jacobs Canada Inc.,et al., described in our 2008 10-K, Iroquois Falls Power Corp. ("Iroquois")filed a notice of appeal of the decision of the Superior Court of Justice whichdenied the request of Iroquois to amend its complaint and assert new claimsagainst the defendants based on a breach of contractual warranty. A hearing onthe appeal was held on June 2, 2009. On June 25, 2009, the Court of Appeals forOntario reversed the decision of the Superior Court sending the case back to theSuperior Court for Iroquois to file an amended complaint on those new claims. Wehave until the end of September, 2009 to seek leave to appeal the Court ofAppeals' ruling. For a detailed description of these and other proceedings, please referto Note 11 to the consolidated financial statements included in Part II of ourannual report on Form 10-K for the year ended December 31, 2008. Other Some of our contracts contain penalty provisions that require us to payliquidated damages if we are responsible for the failure to meet specifiedcontractual milestone dates and the applicable customer asserts a claim underthese provisions. These contracts define the conditions under which ourcustomers may make claims against us for liquidated damages. In many cases inwhich we have had potential exposure for liquidated damages, such damagesultimately were not asserted by our customers. As of June 30, 2009, we had notaccrued for approximately $111 million of potential liquidated damages that wecould incur based upon our current expectations of the time to complete certainprojects in our Offshore Oil and Gas Construction segment. We do not believeany claims for these potential liquidated damages are probable of beingassessed. The trigger dates for the majority of these potential liquidateddamages occurred during the fourth quarter of 2008. We are in active discussionswith our customers on the issues giving rise to delays in these projects, and webelieve we will be successful in obtaining schedule extensions that shouldresolve the potential for liquidated damages being assessed. However, we may notachieve relief on some or all of the issues. For certain projects in ourOffshore Oil and Gas Construction segment, we have currently provided forapproximately $24 million in liquidated damages in our estimates of revenues andgross profit, of which approximately $22 million has been recognized in ourfinancial statements to date, as we believe, based on the individual facts andcircumstances, that these liquidated damages are probable. -64000 0 26725000 21193000 55221000 63547000 44645000 63602000 88523000 103982000 1559121000 1316513000 105464000 107567000 207630000 217486000 299168000 298265000 103568000 97069000 30 day grace period 103020000 -86440000 141540000 192223000 128195000 120237000 81229000 50536000 -4012000 -8528000 6619000 -1334000 4765000 3214000 10201000 1843000 20971000 2097000 236075000 205521000 2265453000 2216985000 731419000 712055000 NOTE 8 - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings pershare: Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 (Unaudited) (In thousands, except share and per share amounts) Basic: Net income for basic computation $ 92,555 $ 177,539 $ 170,247 $300,729 Weighted average common shares 229,273,441 226,862,500 228,794,113 226,247,335 Basic earnings per common share $ 0.40 $ 0.78 $ 0.74 $ 1.33 Diluted: Net income for diluted computation $ 92,555 $ 177,539 $ 170,247 $300,729 Weighted average common shares (basic) 229,273,441 226,862,500228,794,113 226,247,335Effect of dilutive securities:Stock options, restricted stock and performance shares 3,832,5083,546,260 4,051,985 4,013,475Adjusted weighted average common shares and assumed exercises of stock optionsand vesting of stock awards 233,105,949 230,408,760 232,846,098230,260,810 Diluted earnings per common share $ 0.40 $ 0.77 $ 0.73 $ 1.31 NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS Our worldwide operations give rise to exposure to market risks from changes inforeign exchange rates. We use derivative financial instruments (primarilyforeign currency forward-exchange contracts) to reduce the impact of changes inforeign exchange rates on our operating results. We use these instrumentsprimarily to hedge our exposure associated with revenues or costs on ourlong-term contracts and other cash flow exposures that are denominated incurrencies other than our operating entities' functional currencies. We do nothold or issue financial instruments for trading or other speculative purposes. We enter into derivative financial instruments primarily as hedges of certainfirm purchase and sale commitments denominated in foreign currencies. We recordthese contracts at fair value on our consolidated balance sheets. Depending onthe hedge designation at the inception of the contract, the related gains andlosses on these contracts are either deferred in stockholders' equity (deficit)as a component of accumulated other comprehensive loss, until the hedged item is recognized in earnings, or offset against the change in fairvalue of the hedged firm commitment through earnings. The ineffective portionof a derivative's change in fair value and any portion excluded from theassessment of effectiveness are immediately recognized in earnings. The gain orloss on a derivative instrument not designated as a hedging instrument is alsoimmediately recognized in earnings. Gains and losses on derivative financialinstruments that require immediate recognition are included as a component ofother income (expense) - net in our consolidated statements of income. We have designated all of our forward contracts as either cash flow or fairvalue hedging instruments. The hedged risk is the risk of changes infunctional-currency-equivalent cash flows attributable to changes in spotexchange rates of forecasted transactions related to long-term contracts andcertain capital expenditures. We exclude from our assessment of effectivenessthe portion of the fair value of the forward contracts attributable to thedifference between spot exchange rates and forward exchange rates. At June 30,2009, we had deferred approximately $9.1 million of net losses on thesederivative financial instruments in accumulated other comprehensive loss. Ofthis amount, we expect to recognize approximately $1.0 million of income in thenext 12 months. At June 30, 2009, all of our derivative financial instruments consisted offoreign currency forward-exchange contracts. The notional value of our forwardcontracts totaled $348.5 million at June 30, 2009, with maturities extending toDecember 2011. These instruments consist primarily of contracts to purchase orsell Euros or Canadian Dollars. The fair value of these contracts totaled($10.4) million. We are exposed to credit-related losses in the event ofnonperformance by counterparties to derivative financial instruments. However,when possible, we enter into International Swaps and Derivative Association,Inc. agreements with our hedge counterparties to mitigate this risk. We alsoattempt to mitigate this risk by using major financial institutions with highcredit ratings and limit our exposure to hedge counterparties based on theircredit ratings. The counterparties to all of our derivative financialinstruments are financial institutions included in our credit facilitiesdescribed in Note 6 to the consolidated financial statements included in Part IIof our annual report on Form 10-K for the year ended December 31, 2008. Ourhedge counterparties have the benefit of the same collateral arrangements andcovenants as described under these facilities. The following tables summarize our derivative financial instruments at June 30,2009 (unaudited): Asset Derivatives June 30, 2009 Liability Derivatives June 30, 2009 Balance SheetAccount Fair Value Balance Sheet Account Fair Value (In thousands)Derivatives designated as hedging instruments: Foreign-exchange contracts Accounts receivable-other $ 3,777 Accountspayable $ 12,697 Derivatives not designated as hedging instruments: Foreign-exchange contracts Accounts receivable-other $ 1,548 Accountspayable $ 3,067 The Effect of Derivative Instruments on the Statements of Financial PerformanceJune 30, 2009(in thousands) Three Months EndedJune 30, 2009 Six Months EndedJune 30, 2009Derivatives Designated as Hedges: Cash Flow Hedges: Foreign Exchange Contracts: Amount of gain (loss) recognized in other comprehensive income $ 8,479 $ 5,607 Income (loss) reclassified from accumulated other comprehensive loss into income: effective portion Location Revenues $ 364 $ (214 ) Cost of operations $ 2,120 $ 1,194 Other-net $ 275 $ 238 Gain (loss) recognized in income: portion excluded from effectiveness testingLocation Other-net $ (492 ) $ (1,592 ) Derivatives Not Designated as Hedges: Foreign Exchange Contracts: Gain (loss) recognized in income:Location Other-net $ 1,942 $ (6,347 ) 5419000 4525000 -19918000 -35782000 0.40 0.78 0.74 1.33 -5214000 10029000 -14127000 16544000 2009-06-30 NOTE 7 - SEGMENT REPORTING An analysis of our operations by segment is as follows: Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 (Unaudited) (In thousands) REVENUES: Offshore Oil and Gas Construction $ 832,700 $ 872,268 $ 1,541,224$ 1,518,217Government Operations 261,397 225,764 518,502 416,358Power Generation Systems 471,591 698,071 1,000,164 1,314,369Adjustments and Eliminations(1) (689 ) (3,457 ) (1,628 ) (5,872) $ 1,564,999 $ 1,792,646 $ 3,058,262 $ 3,243,072 (1) Segment revenues are net of the following intersegment transfers and otheradjustments:Offshore Oil and Gas Construction Transfers $ 359 $ 3,150 $ 674 $5,393Government Operations Transfers 330 254 954 424Power Generation Systems Transfers - 53 - 55 $ 689 $ 3,457 $ 1,628 $ 5,872 OPERATING INCOME: Segment Operating Income: Offshore Oil and Gas Construction $ 66,991 $ 98,959 $ 114,208 $150,842Government Operations 48,821 31,705 85,871 60,906Power Generation Systems 42,334 106,564 98,838 170,500 $ 158,146 $ 237,228 $ 298,917 $ 382,248 Gains (Losses) on Asset Disposals - Net: Offshore Oil and Gas Construction $ 1,867 $ 46 $ 833 $ 1,842 Government Operations - - - - Power Generation Systems 30 (29 ) 42 9,618 $ 1,897 $ 17 $ 875 $ 11,460 Equity in Income (Loss) of Investees: Offshore Oil and Gas Construction $ (1,056 ) $ (996 ) $ (2,201 ) $(1,750 )Government Operations 8,652 10,798 17,354 19,547Power Generation Systems 1,501 (550 ) 3,144 2,125 $ 9,097 $ 9,252 $ 18,297 $ 19,922 Segment Income: Offshore Oil and Gas Construction $ 67,802 $ 98,009 $ 112,840 $150,934Government Operations 57,473 42,503 103,225 80,453Power Generation Systems 43,865 105,985 102,024 182,243 169,140 246,497 318,089 413,630Corporate (21,400 ) (15,373 ) (39,143 ) (25,394 )Total Operating Income $ 147,740 $ 231,124 $ 278,946 $ 388,236 -2259000 -683000 -11160000 -240396000 30693000 5239000 92555000 177539000 170247000 300729000 1426356000 1570774000 2797613000 2874758000 153195000 138055000 294589000 264786000 1275058000 1432736000 2503680000 2621432000 1564999000 1792646000 3058262000 3243072000 1274112000 1252848000 236240000 234174000 816948000 951895000 NOTE 6 - STOCK-BASED COMPENSATION Total stock-based compensation expense recognized for the three and six monthsended June 30, 2009 and 2008 was as follows: Compensation Tax Net Expense Benefit Impact (Unaudited) (In thousands) Three Months Ended June 30, 2009 Stock Options $ 831 $ (279 ) $ 552Restricted Stock 2,216 (366 ) 1,850Performance Shares 4,871 (1,712 ) 3,159Performance and Deferred Stock Units 2,768 (923 ) 1,845Total $ 10,686 $ (3,280 ) $ 7,406 Three Months Ended June 30, 2008 Stock Options $ 245 $ (74 ) $ 171Restricted Stock 1,876 (293 ) 1,583Performance Shares 8,590 (2,767 ) 5,823Performance and Deferred Stock Units 1,748 (576 ) 1,172Total $ 12,459 $ (3,710 ) $ 8,749 Six Months Ended June 30, 2009 Stock Options $ 1,059 $ (355 ) $ 704Restricted Stock 3,378 (728 ) 2,650Performance Shares 11,396 (3,894 ) 7,502Performance and Deferred Stock Units 3,878 (1,289 ) 2,589Total $ 19,711 $ (6,266 ) $ 13,445 Six Months Ended June 30, 2008 Stock Options $ 766 $ (234 ) $ 532Restricted Stock 2,216 (386 ) 1,830Performance Shares 18,345 (5,910 ) 12,435Performance and Deferred Stock Units 3,097 (1,020 ) 2,077Total $ 24,424 $ (7,550 ) $ 16,874 -205376000 -360000000 4987000 8186000 6844000 18641000 6370000 341000 270806000 282233000 -12567000 -129834000 -69860000 26321000 400000000 400000000 1 1 67779000 63026000 734838000 564591000 279948000 319170000 2362922000 2234050000 2311000 12013000 142526000 241153000 264819000 404780000 9097000 9252000 18297000 19922000 5746871 5840314 NOTE 2 - PENSION PLANS AND POSTRETIREMENT BENEFITS Components of net periodic benefit cost included in net income are as follows: Pension Benefits Other Benefits Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2009 2008 2009 2008 2009 2008 2009 2008 (Unaudited) (In thousands)Service cost $ 9,611 $ 9,757 $ 19,176 $ 19,540 $ 231 $ 82$ 462 $ 165Interest cost 40,086 38,795 80,187 77,650 2,1531,430 4,323 2,843Expected return on plan assets (37,016 ) (45,787 ) (73,925 )(91,620 ) (376 ) - (753 ) -Amortization of prior service cost 697 768 1,387 1,53717 19 32 38Amortization of transition obligation - - - - 6373 122 147Recognized net actuarial loss 20,948 8,904 41,749 17,815404 364 809 728Net periodic benefit cost $ 34,326 $ 12,437 $ 68,574 $ 24,922$ 2,492 $ 1,968 $ 4,995 $ 3,921 -10093000 3002000 21323000 2843000 15951000 6204000 -5326000 -12000 -6049000 -69000 - - 93988000 88312000 4610194000 4601693000 381196000 311713000 -235000 -3388000 36000 228000 86000 1102000 4610194000 4601693000 1210203000 1155191000 120130000 128383000 Large Accelerated Filer 229905704 2117000 2048000 1234000 -2712000 -638000 -5622000 -624660000 -672415000 5896000 6109000 2059439000 2208345000