NOV (NOV) 10-Q 10 Aug 09 2009 Q2 Quarterly report Financial data

Document and Company Informatio

Document and Company Information (USD $)
In Billions, except Share data	6 Months Ended Jun. 30, 2009	Aug. 03, 2009	Jun. 30, 2008
Document and Company Information [Abstract]
Entity Registrant Name	NATIONAL OILWELL VARCO, INC.
Entity Central Index Key	0001021860
Document Type	10-Q
Document Period End Date	2009-06-30
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$37
Entity Common Stock, Shares Outstanding		418,199,258

Consolidated Balance Sheets

Consolidated Balance Sheets (USD $)
In Millions	Jun. 30, 2009	Dec. 31, 2008
Current assets:
Cash and cash equivalents	$2,286	$1,543
Receivables, net	2,603	3,136
Inventories, net	3,825	3,806
Costs in excess of billings	590	618
Deferred income taxes	215	271
Prepaid and other current assets	391	283
Total current assets	9,910	9,657
Property, plant and equipment, net	1,758	1,677
Deferred income taxes	195	126
Goodwill	5,466	5,225
Intangibles, net	4,134	4,300
Investment in unconsolidated affiliate	387	421
Other assets	89	73
Total assets	21,939	21,479
Current liabilities:
Accounts payable	760	852
Accrued liabilities	2,082	2,376
Billings in excess of costs	2,081	2,161
Current portion of long-term debt and short-term borrowings	8	4
Accrued income taxes	236	230
Total current liabilities	5,167	5,623
Long-term debt	873	870
Deferred income taxes	2,150	2,134
Other liabilities	144	128
Total liabilities	8,334	8,755
Stockholders' equity:
Common stock - par value $.01; 418,192,372 and 417,350,924 shares issued and outstanding at June 30, 2009 and December 31, 2008	4	4
Additional paid-in capital	8,027	7,989
Accumulated other comprehensive loss	0	(161)
Retained earnings	5,486	4,796
Total Company stockholders' equity	13,517	12,628
Noncontrolling interests	88	96
Total stockholders' equity	13,605	12,724
Total liabilities and stockholders' equity	$21,939	$21,479

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (USD $)
	Jun. 30, 2009	Dec. 31, 2008
Common stock, par value	0.01	0.01
Common stock, shares issued	418,192,372	417,350,924
Common stock, shares outstanding	418,192,372	417,350,924

Consolidated Statements of Inco

Consolidated Statements of Income (USD $)
In Millions, except Per Share data	3 Months Ended Jun. 30, 2009	3 Months Ended Jun. 30, 2008	6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008
Revenue	$3,010	$3,325	$6,491	$6,010
Cost of revenue	2,135	2,344	4,577	4,232
Gross profit	875	981	1,914	1,778
Selling, general and administrative	334	274	653	502
Intangible asset impairment	147	0	147	0
Transaction costs	8	16	8	16
Operating profit	386	691	1,106	1,260
Interest and financial costs	(13)	(24)	(26)	(34)
Interest income	2	10	4	26
Equity income in unconsolidated affiliate	16	17	44	17
Other income (expense), net	(38)	(14)	(74)	(1)
Income before income taxes	353	680	1,054	1,268
Provision for income taxes	131	255	359	443
Net income	222	425	695	825
Net income attributable to noncontrolling interests	2	4	5	6
Net income attributable to Company	$220	$421	$690	$819
Net income attributable to Company per share:
Basic	0.53	1.05	1.66	2.16
Diluted	0.53	1.04	1.65	2.15
Weighted average shares outstanding:
Basic	416	402	416	379
Diluted	418	404	417	381

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (USD $)
In Millions	6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008
Cash flows from operating activities:
Net income	$695	$825
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	238	168
Excess tax benefit from exercise of stock options	0	(36)
Equity income in unconsolidated affiliate	(44)	(17)
Dividend from unconsolidated affiliate	86	0
Intangible asset impairment	147	0
Other	(5)	43
Change in operating assets and liabilities, net of acquisitions:
Receivables	590	(507)
Inventories	75	(297)
Costs in excess of billings	28	38
Prepaid and other current assets	(108)	74
Accounts payable	(152)	22
Billings in excess of costs	(80)	556
Other assets/liabilities, net	(185)	375
Net cash provided by operating activities	1,285	1,244
Cash flows from investing activities:
Purchases of property, plant and equipment	(143)	(160)
Business acquisitions, net of cash acquired	(389)	(2,945)
Business divestitures, net of cash disposed	0	784
Dividend from unconsolidated affiliate	8	113
Other, net	0	(1)
Net cash used in investing activities	(524)	(2,209)
Cash flows from financing activities:
Borrowings against lines of credit and other debt	0	2,577
Payments against lines of credit and other debt	(34)	(1,928)
Proceeds from exercise of stock options	1	77
Excess tax benefit from exercise of stock options	0	36
Net cash provided by (used in) financing activities	(33)	762
Effect of exchange rates on cash	15	13
Increase in cash equivalents	743	(190)
Cash and cash equivalents, beginning of period	1,543	1,842
Cash and cash equivalents, end of period	2,286	1,652
Cash payments during the period for:
Interest	27	30
Income taxes	$409	$376

Basis of Presentation

Basis of Presentation
	6 Months Ended Jun. 30, 2009
Basis of Presentation [Abstract]
Basis of Presentation	1. Basis of Presentation The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying unaudited consolidated financial statements of National Oilwell Varco, Inc. (the Company) present information in accordance with GAAP in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of RegulationS-X. They do not include all information or footnotes required by GAAP in the United States for complete consolidated financial statements and should be read in conjunction with our 2008 Annual Report on Form 10-K. In our opinion, the consolidated financial statements include all adjustments, all of which are of a normal, recurring nature, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June30, 2009 are not necessarily indicative of the results to be expected for the full year. The Company has evaluated subsequent events for potential recognition or disclosure in the consolidated financial statements included through August7, 2009. Fair Value of Financial Instruments The carrying amounts of financial instruments including cash and cash equivalents, receivables, and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. The carrying values of other financial instruments approximate their respective fair values.

Grant Prideco Merger and Other

Grant Prideco Merger and Other Acquisitions
	6 Months Ended Jun. 30, 2009
Grant Prideco Merger and Other Acquisitions [Abstract]
Grant Prideco Merger and Other Acquisitions	2. Grant Prideco Merger and Other Acquisitions The Grant Prideco merger was accounted for as a purchase business combination. Assets acquired and liabilities assumed were recorded at their fair values as of April21, 2008. The total purchase price is $7,199million, including Grant Prideco stock options assumed and acquisition related transaction costs and is comprised of (in millions): Consideration given to acquire the outstanding common stock of Grant Prideco: Shares issued totaled approximately 56.9million shares at $72.74per share $ 4,135 Cash paid at $23.20 per share 2,932 Grant Prideco stock options assumed 55 Merger related transaction costs 77 Total purchase price $ 7,199 Purchase Price Allocation The following table, set forth below, displays the total purchase price allocated to Grant Pridecos net tangible and identifiable intangible assets based on their fair values as of April21, 2008 (in millions): Cash and cash equivalents $ 171 Receivables 420 Assets held for sale, net 784 Inventories 611 Prepaid and other current assets 210 Property, plant and equipment 392 Goodwill 2,772 Intangibles 3,696 Investment in unconsolidated affiliate 512 Other assets 98 Accounts payable and accrued liabilities (316 ) Accrued income taxes (624 ) Long-term debt (176 ) Deferred income taxes (1,305 ) Minority interest (25 ) Other liabilities (21 ) Total purchase price $ 7,199 Unaudited Pro Forma Financial Information The unaudited financial information in the table below summarizes the combined results of operations of National Oilwell Varco and Grant Prideco, on a pro forma basis, as though the companies had been combined as of the beginning of 2008. The pro forma financial information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of 2008. The pro forma financial information for the three and six month periods ended June30, 2008 includes the business combination accounting effect on historical Grant Prideco revenues, adjustments to depreciation on acquired property, amortization charges from acquired intangible assets, financing costs on new debt in connection with the merger and related tax effects. (in millions, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 Total revenues $ 3,010 $ 3,444 $ 6,491 $ 6,613 Net income attributable to Company $ 220 $ 446 $ 690 $ 898 Basic net income attributable to Company per share $ 0.53 $ 1.08 $ 1.66 $ 2.17 Diluted net income attributable to Company per share $ 0.53 $ 1.07 $ 1.65 $ 2.16 Other Acquisitions In the three and six months en

Asset Impairment

Asset Impairment
	6 Months Ended Jun. 30, 2009
Asset Impairment [Abstract]
Asset Impairment	3. Asset Impairment Generally accepted accounting principles require the Company to test goodwill and other indefinite-lived intangible assets for impairment at least annually or more frequently whenever events or circumstances occur indicating that such assets might be impaired. During the second quarter of 2009, the worldwide average rig count was 2,009 rigs, down 41% from the fourth quarter 2008 average of 3,395 and down 25% from the first quarter 2009 average of 2,681. The second quarter 2009 average rig count represented the lowest quarterly average in the past six years. In addition, the Companys updated forecast was behind the Companys previous forecast completed at the beginning of 2009. While operating profit for the first quarter of 2009 was in line with the Companys first quarter 2009 operating profit forecast, the Companys consolidated operating profit for the second quarter of 2009 was below its second quarter 2009 forecast. As a result of the substantial decline in the worldwide rig count, and the decline in actual/forecasted results compared to the original 2009 forecast, the Company concluded that events or circumstances had occurred indicating that goodwill and other indefinite-lived intangible assets might be impaired as described under SFAS 142. Therefore, the Company performed its interim impairment test of goodwill for all its reporting units at the end of the second quarter of 2009. The implied fair value of goodwill is determined by deducting the fair value of a reporting units identifiable assets and liabilities from the fair value of that reporting unit as a whole. Fair value of the reporting units is determined in accordance with SFAS 157 using significant unobservable inputs, or level 3 in the fair value hierarchy. These inputs are based on internal management estimates, forecasts and judgments, using a combination of three methods: discounted cash flow, comparable companies, and representative transactions. While the Company primarily uses the discounted cash flow method to assess fair value, the Company uses the comparable companies and representative transaction methods to validate the discounted cash flow analysis and further support managements expectations, where possible. The discounted cash flow is based on managements short-term and long-term forecast of operating performance for each reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Companys goodwill impairment analysis, include the cash flow from operations from each of the Companys individual business units and the weighted average cost of capital. The starting point for each of the reporting units cash flow from operations is the detailed annual plan or updated forecast. The detailed planning and forecasting process takes into consideration a multitude of factors including worldwide rig activity, inflationary forces, pricing strategies, customer analysis, operational issues, competitor analysis, capital spending requirements, working capital needs, customer needs to replace aging equipment, increased complexity of drilling, new technology, and existing b

Inventories net

Inventories net
	6 Months Ended Jun. 30, 2009
Inventories, net [Abstract]
Inventories, net	4. Inventories, net Inventories consist of (in millions): June 30, December 31, 2009 2008 Raw materials and supplies $ 782 $ 739 Work in process 1,507 1,326 Finished goods and purchased products 1,536 1,741 Total $ 3,825 $ 3,806

Accrued Liabilities

Accrued Liabilities
	6 Months Ended Jun. 30, 2009
Accrued Liabilities Disclosure [Abstract]
Accrued Liabilities	5. Accrued Liabilities Accrued liabilities consist of (in millions): June 30, December 31, 2009 2008 Compensation $ 185 $ 258 Customer prepayments and billings 547 912 Warranty 162 114 Interest 12 11 Taxes (non income) 57 76 Insurance 56 50 Accrued purchase orders 743 688 Fair value of derivatives 83 59 Other 237 208 Total $ 2,082 $ 2,376 Service and Product Warranties The Company provides service and warranty policies on certain of its products. The Company accrues liabilities under service and warranty policies based upon specific claims and a review of historical warranty and service claim experience in accordance with SFAS 5. Adjustments are made to accruals as claim data and historical experience change. In addition, the Company incurs discretionary costs to service its products in connection with product performance issues and accrues for them when they are encountered. The changes in the carrying amount of service and product warranties are as follows (in millions): Balance, December31, 2008 $ 114 Net provisions for warranties issued during the year 75 Amounts incurred (29 ) Foreign currency translation 2 Balance, June30, 2009 $ 162

Costs and Estimated Earnings on

Costs and Estimated Earnings on Uncompleted Contracts
	6 Months Ended Jun. 30, 2009
Costs and Estimated Earnings on Uncompleted Contracts [Abstract]
Costs and Estimated Earnings on Uncompleted Contracts	6. Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings on uncompleted contracts consist of (in millions): June 30, December 31, 2009 2008 Costs incurred on uncompleted contracts $ 5,734 $ 4,776 Estimated earnings 2,987 2,277 8,721 7,053 Less: Billings to date 10,212 8,596 $ (1,491 ) $ (1,543 ) Costs and estimated earnings in excess of billings on uncompleted contracts $ 590 $ 618 Billings in excess of costs and estimated earnings on uncompleted contracts (2,081 ) (2,161 ) $ (1,491 ) $ (1,543 )

Comprehensive Income

Comprehensive Income
	6 Months Ended Jun. 30, 2009
Comprehensive Income [Abstract]
Comprehensive Income	7. Comprehensive Income The components of comprehensive income are as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 Net income $ 222 $ 425 $ 695 $ 825 Currency translation adjustments, net of tax 112 11 57 38 Changes in derivative financial instruments, net of tax 83 105 21 Changes in defined benefit plans, net of tax (1 ) 1 (1 ) Comprehensive income 416 437 856 884 Comprehensive income attributable to noncontrolling interest 2 4 5 6 Comprehensive income attributable to Company $ 414 $ 433 $ 851 $ 878 The Companys reporting currency is the U.S. dollar. A majority of the Companys international entities in which there is a substantial investment have the local currency as their functional currency. As a result, translation adjustments resulting from the process of translating the entities financial statements into the reporting currency are reported in Other Comprehensive Income in accordance with SFAS 52, Foreign Currency Translation. For the three months ended June 30, 2009, a majority of these local currencies strengthened against the U.S. dollar resulting in a net increase to Other Comprehensive Income of $112million (net of tax of $60million) upon the translation of their financial statements from their local currency to the U.S. dollar. The effect of changes in the exchange rates for derivatives designated as Cash Flow hedges are accumulated in Other Comprehensive Income, net of tax, until the underlying transactions to which they are designed to hedge are realized. The movement in Other Comprehensive Income from period to period will be the result of the combination of changes in currency rates for open derivatives and the outflow of accumulated Other Comprehensive Income on previously matured derivatives. The accumulated effects of these scenarios have caused an increase in Other Comprehensive Income of $83 million (net of tax of $30million) for the three months ended June30, 2009.

Business Segments

Business Segments
	6 Months Ended Jun. 30, 2009
Business Segments [Abstract]
Business Segments	8. Business Segments Operating results by segment are as follows (in millions). The 2008 actual results include Grant Prideco operations from the acquisition date of April21, 2008: Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 Revenue: Rig Technology $ 1,917 $ 1,911 $ 4,116 $ 3,514 Petroleum Services Supplies 913 1,124 1,927 1,954 Distribution Services 305 425 713 791 Elimination (125 ) (135 ) (265 ) (249 ) Total Revenue $ 3,010 $ 3,325 $ 6,491 $ 6,010 Operating Profit: Rig Technology (a) $ 534 $ 506 $ 1,140 $ 912 Petroleum Services Supplies (b)(c) (51 ) 221 113 416 Distribution Services 10 25 35 44 Unallocated expenses and eliminations (d) (99 ) (45 ) (174 ) (96 ) Transaction costs (8 ) (16 ) (8 ) (16 ) Total Operating Profit $ 386 $ 691 $ 1,106 $ 1,260 Operating Profit %: Rig Technology (a) 27.9 % 26.5 % 27.7 % 26.0 % Petroleum Services Supplies (b)(c) (5.6 %) 19.7 % 5.9 % 21.3 % Distribution Services 3.3 % 5.8 % 4.9 % 5.5 % Total Operating Profit % 12.8 % 20.8 % 17.0 % 21.0 % (a) Under purchase accounting related to 2009 acquisitions, a fair value step up adjustment of $5million was made to inventory and is being charged to Cost of revenue as the applicable inventory is sold. Cost of revenue includes $2million of these inventory charges for both the three and six months ended June30, 2009. (b) The Company recorded a $147million impairment charge to other indefinite-lived intangible assets during the three and six months ended June30, 2009. (c) Under purchase accounting related to the 2008 Grant Prideco acquisition, a fair value step up adjustment of $89million was made to inventory and is being charged to Cost of revenue as the applicable inventory is sold. Cost of revenue includes $46million of these inventory charges for the three and six months ended June30, 2008. (d) The Company recorded a $46million charge related to its Voluntary Early Retirement Program for the three and six months ended June30, 2009. The Company had revenues of 15.6% of total revenue from one of its customers for the six months ended June 30, 2009. This customer is a shipyard acting as a general contractor for its customers, who are drillship owners and drilling contractors. This shipyards customers have specified that the Companys drilling equipment be installed on their drillships and have required the shipyard to issue contracts to the Company. There were no customers that represented 10% or greater of total revenue for the six months ended June 30, 2008.

Debt

Debt
	6 Months Ended Jun. 30, 2009
Debt [Abstract]
Debt	9. Debt Debt consists of (in millions): June 30, December 31, 2009 2008 Senior Notes, interest at 6.5% payable semiannually, principal due on March15, 2011 $ 150 $ 150 Senior Notes, interest at 7.25% payable semiannually, principal due on May1, 2011 206 208 Senior Notes, interest at 5.65% payable semiannually, principal due on November15, 2012 200 200 Senior Notes, interest at 5.5% payable semiannually, principal due on November19, 2012 151 151 Senior Notes, interest at 6.125% payable semiannually, principal due on August15, 2015 151 151 Other 23 14 Total debt 881 874 Less current portion 8 4 Long-term debt $ 873 $ 870 Senior Notes In connection with the merger of Grant Prideco, the Company completed an exchange offer relative to the $175million of 6.125% Senior Notes due 2015 previously issued by Grant Prideco. On April21, 2008, $151million of Grant Prideco Senior Notes were exchanged for National Oilwell Varco Senior Notes. The National Oilwell Varco Senior Notes have the same interest rate, interest payment dates, redemption terms and maturity as the Grant Prideco Senior Notes. In November2008, the Company repurchased $23million of the unexchanged Grant Prideco Senior Notes. Revolving Credit Facilities On April21, 2008, the Company replaced its existing $500million unsecured revolving credit facility with an aggregate of $3billion of unsecured credit facilities and borrowed $2billion to finance the cash portion of the Grant Prideco acquisition. These facilities consisted of a $2 billion, five-year revolving credit facility and a $1billion, 364-day revolving credit facility. At June30, 2009, there were no borrowings against these facilities, and there were $636million in outstanding letters of credit issued under these facilities, resulting in $1,364million of funds available under this revolving credit facility. Interest under this multicurrency facility is based upon LIBOR, NIBOR or EURIBOR plus 0.26% subject to a ratings-based grid, or the prime rate. In early February2009, we terminated early the $1billion, 364-day revolving credit facility, which matured April20, 2009. The Company also had $2,414million of additional outstanding letters of credit at June30, 2009, primarily in Norway, that are essentially under various bilateral committed letter of credit facilities. Other letters of credit are issued as bid bonds and performance bonds. The Senior Notes contain reporting covenants and the credit facility contains a financial covenant regarding maximum debt to capitalization. We were in compliance with all covenants at June30, 2009. Other Other debt includes approximately $5million in promissory notes due to former owners of businesses acquired.

Tax

Tax
	6 Months Ended Jun. 30, 2009
Tax [Abstract]
Tax	10. Tax The effective tax rate for the three and six months ended June30, 2009 was 37.3% and 34.1%, respectively, compared to 37.5% and 34.9% for the same periods in 2008. The second quarter 2009 tax rate, which was higher than periods preceding this quarter, was primarily affected by $21 million of additional tax provisions recognized in the period on prior year income in Norway. These additional taxes resulted from foreign currency gains on dollar-denominated accounts that were realized for Norwegian tax purposes. The Company expects its income tax rate to return to the 32% to 33% range for the remainder of the year. The difference between the effective tax rate reflected in the provision for income taxes and the U.S. federal statutory rate of 35% was as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 Federal income tax at U.S. federal statutory rate $ 124 $ 238 $ 369 $ 444 Foreign income tax rate differential (26 ) (23 ) (58 ) (43 ) State income tax, net of federal benefit 2 11 8 17 Foreign dividends, net of foreign tax credits 6 33 7 35 Benefit of U.S. Manufacturing Deduction (3 ) (3 ) (7 ) (5 ) Nondeductible expenses 4 2 12 5 Prior year tax on revaluation gains in Norway 21 21 Other 3 (3 ) 7 (10 ) Provision for income taxes $ 131 $ 255 $ 359 $ 443 The Company accounts for uncertainty in income taxes in accordance with Financial Accounting Standards Board (FASB) Interpretation No.48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB No.109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entitys financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a return. Under FIN 48, the impact of an uncertain income tax position, in managements opinion, on the income tax return must be recognized at the largest amount that is more-likely-than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has a less than 50% likelihood of being sustained. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Balance at January1, 2009 $ 61 Additions for tax positions of prior years 3 Settlements (11 ) Balance at June30, 2009 $ 53 The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has significant operations in the U.S., Canada, the U. K., the Netherlands and Norway. Tax years that remain subject to examination by major tax jurisdiction vary by legal ent

Stock Based Compensation

Stock Based Compensation
	6 Months Ended Jun. 30, 2009
Stock-Based Compensation [Abstract]
Stock-Based Compensation	11. Stock-Based Compensation The Company has a stock-based compensation plan known as the National Oilwell Varco, Inc. Long-Term Incentive Plan (the Plan). The Plan provides for the granting of stock options, performance-based share awards, restricted stock, phantom shares, stock payments and stock appreciation rights. During the quarter, the Company with approval from shareholders increased the number of shares authorized under the Plan from 15million to 26million. As of June30, 2009, 11,890,826 shares remain available for future grants under the Plan, all of which are available for grants of stock options, performance-based share awards, restricted stock awards, phantom shares, stock payments and stock appreciation rights. Total stock-based compensation for all share-based compensation arrangements under the Plan was $15million and $31million for the three and six months ended June30, 2009, respectively, and $16million and $29million for the three and six months ended June30, 2008, respectively. The total income tax benefit recognized in the Consolidated Statements of Income for all stock-based compensation arrangements under the Plan was $7million and $12million for the three and six months ended June30, 2009, respectively, and $7 million and $11million for the three and six months ended June30, 2008, respectively. During the six months ended June30, 2009, the Company granted 3,234,400 stock options and 762,692 restricted stock awards, which includes 309,000 performance-based restricted stock awards. Out of the total number of stock options granted, 3,206,400 were granted on February20, 2009 with an exercise price of $25.96. These options generally vest over a three-year period from the grant date. The remaining 28,000 options were granted May13, 2009 to the non-employee members of the board of directors at an exercise price of $33.57. These options generally vest over a three-year period from the grant date. Out of the total number of restricted stock awards granted, 434,400 were granted on February 20, 2009 and vest on the third anniversary of the date of grant. On May13, 2009, 19,292 restricted stock awards were granted to the non-employee members of the board of directors. These restricted stock awards vest in equal thirds over three years on the anniversary of the grant date. The performance-based restricted stock awards of 309,000 were granted on February20, 2009. The performance-based restricted stock awards granted will be 100% vested 36months from the date of grant, subject to the performance condition of the Companys average operating income growth, measured on a percentage basis, from January1, 2009 through December31, 2011 exceeding the median operating income level growth of a designated peer group over the same period.

Derivative Financial Instrument

Derivative Financial Instruments
	6 Months Ended Jun. 30, 2009
Derivative Financial Instruments [Abstract]
Derivative Financial Instruments	12. Derivative Financial Instruments The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No.133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS 133), which requires companies to recognize all of its derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk, and interest rate risk. Forward contracts against various foreign currencies are entered into to manage the foreign currency exchange rate risk on forecasted revenue and expenses denominated in currencies other than the functional currency of the operating unit (cash flow hedge). Other forward exchange contracts against various foreign currencies are entered into to manage the foreign currency exchange rate risk associated with certain firm commitments denominated in currencies other than the functional currency of the operating unit (fair value hedge). In addition the Company will enter into non-designated forward contracts against various foreign currencies to manage the foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts (non-designated hedge). Interest rate swaps are entered into to manage interest rate risk associated with the Companys fixed and floating-rate borrowings. In accordance with SFAS 133 the Company records all derivative financial instruments at their fair value in our consolidated balance sheet. Except for certain non-designated hedges discussed below, all derivative financial instruments we hold are designated as either cash flow or fair value hedges and are highly effective in offsetting movements in the underlying risks. Such arrangements typically have terms between two and 24months, but may have longer terms depending on the underlying cash flows being hedged, typically related to the projects in our backlog. We may also use interest rate contracts to mitigate our exposure to changes in interest rates on anticipated long-term debt issuances. At June30, 2009, the Company has determined that its financial assets of $114million and liabilities of $95million (primarily currency related derivatives) are level 2 in the fair value hierarchy. At June30, 2009, the fair value of the Companys foreign currency forward contracts totaled $16million. As of June30, 2009, the Company did not have any interest rate swaps and our financial instruments do not contain any credit-risk-related or other contingent features that c

Net Income Attributable to Comp

Net Income Attributable to Company Per Share
	6 Months Ended Jun. 30, 2009
Net Income Attributable to Company Per Share [Abstract]
Net Income Attributable to Company Per Share	13. Net Income Attributable to Company Per Share The following table sets forth the computation of weighted average basic and diluted shares outstanding (in millions, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 Numerator: Net income attributable to Company $ 220 $ 421 $ 690 $ 819 Denominator: Basicweighted average common shares outstanding 416 402 416 379 Dilutive effect of employee stock options and other unvested stock awards 2 2 1 2 Diluted outstanding shares 418 404 417 381 Net income attributable to Company per share: Basic $ 0.53 $ 1.05 $ 1.66 $ 2.16 Diluted $ 0.53 $ 1.04 $ 1.65 $ 2.15 In addition, the Company had stock options outstanding that were anti-dilutive totaling 4million and 10million shares for the three and six months ended June30, 2009, respectively, and 1million shares for both the three and six months ended June30, 2008, respectively.

Recently Issued Accounting Stan

Recently Issued Accounting Standards
	6 Months Ended Jun. 30, 2009
Recently Issued Accounting Standards [Abstract]
Recently Issued Accounting Standards	14. Recently Issued Accounting Standards In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) SFAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), which defers the effective date of SFAS No. 157, Fair Value Measurements (SFAS 157), as it related to non-financial assets and non-financial liabilities, to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The Company, as of January 1, 2009, adopted the provisions of this statement and included the appropriate disclosures surrounding non-financial assets and liabilities, as applicable. In December2007, the FASB issued SFAS No.141R, Business Combinations (SFAS 141R). SFAS 141R provides revised guidance on how acquirers recognize and measure the consideration transferred, identifiable assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired in a business combination. SFAS 141R also expands required disclosures surrounding the nature and financial effects of business combinations. SFAS 141R is effective, on a prospective basis, for fiscal years beginning after December15, 2008. On January1, 2009, the Company adopted SFAS 141R. The Company expects that this new standard will impact certain aspects of its accounting for business combinations on a prospective basis, including the determination of fair values assigned to certain purchased assets and liabilities. In December2007, the FASB issued SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 160 establishes requirements for ownership interests in subsidiaries held by parties other than the Company (previously called minority interests) be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parents equity. All changes in the parents ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in deconsolidated subsidiaries must be measured initially at fair value. SFAS 160 is effective, on a prospective basis, for fiscal years beginning after December15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. On January1, 2009, the Company adopted SFAS 160, and reclassified noncontrolling interests in the amounts of $88million and $96million from the mezzanine section to equity in the June30, 2009 and December31, 2008 balance sheets, respectively. In March2008, the FASB issued SFAS No.161, Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No.133 (SFAS 161). SFAS 161 amends and expands the disclosure requirements for derivative instruments and hedging activities, with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect an entitys financial statements. SFAS 161 is effective for fi