Attached files
file | filename |
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8-K - FORM 8-K - NABORS INDUSTRIES LTD | h78282e8vk.htm |
EX-12 - EX-12 - NABORS INDUSTRIES LTD | h78282exv12.htm |
EX-23.1 - EX-23.1 - NABORS INDUSTRIES LTD | h78282exv23w1.htm |
EX-99.3 - EX-99.3 - NABORS INDUSTRIES LTD | h78282exv99w3.htm |
EX-99.1 - EX-99.1 - NABORS INDUSTRIES LTD | h78282exv99w1.htm |
EXHIBIT 99.2
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management Overview
The following Managements Discussion and Analysis of Financial Condition and Results of
Operations is intended to help the reader understand the results of our operations and our
financial condition. This information is provided as a supplement to, and should be read in
conjunction with, our consolidated financial statements and the accompanying notes thereto.
Nabors is the largest land drilling contractor in the world, with approximately 542 actively
marketed land drilling rigs. We conduct oil, gas and geothermal land drilling operations in the
U.S. Lower 48 states, Alaska, Canada, South America, Mexico, the Caribbean, the Middle East, the
Far East, Russia and Africa. We are also one of the largest land well-servicing and workover
contractors in the United States and Canada. We actively market approximately 558 rigs for land
workover and well-servicing work in the United States, primarily in the southwestern and western
United States, and approximately 172 rigs for land workover and well-servicing work in Canada.
Nabors is a leading provider of offshore platform workover and drilling rigs, and actively markets
40 platform, 13 jack-up and 3 barge rigs in the United States and multiple international markets.
These rigs provide well-servicing, workover and drilling services. We have a 51% ownership
interest in a joint venture in Saudi Arabia, which owns and actively markets 9 rigs in addition to
the rigs we lease to the joint venture. We also offer a wide range of ancillary well-site
services, including engineering, transportation, construction, maintenance, well logging,
directional drilling, rig instrumentation, data collection and other support services in select
domestic and international markets. We provide logistics services for onshore drilling in Canada
using helicopters and fixed-wing aircraft. We manufacture and lease or sell top drives for a broad
range of drilling applications, directional drilling systems, rig instrumentation and data
collection equipment, pipeline handling equipment and rig reporting software. We also invest in
oil and gas exploration, development and production activities in the U.S., Canada and
international areas through both our wholly owned subsidiaries and our separate joint venture
entities. We hold a 50% ownership interest in our Canadian entity and 49.7% ownership interests in
our U.S. and International entities. Each joint venture pursues development and exploration
projects with our existing customers and with other operators in a variety of forms, including
operated and non-operated working interests, joint ventures, farm-outs and acquisitions.
The majority of our business is conducted through our various Contract Drilling operating
segments, which include our drilling, workover and well-servicing operations, on land and offshore.
Our oil and gas exploration, development and production operations are included in our Oil and Gas
operating segment. Our operating segments engaged in drilling technology and top drive
manufacturing, directional drilling, rig instrumentation and software, and construction and
logistics operations are aggregated in our Other Operating Segments.
Our businesses depend, to a large degree, on the level of spending by oil and gas companies
for exploration, development and production activities. Therefore, a sustained increase or decrease
in the price of natural gas or oil, which could have a material impact on exploration, development
and production activities, could also materially affect our financial position, results of
operations and cash flows.
The magnitude of customer spending on new and existing wells is the primary driver of our
business. The primary determinate of customer spending is their cash flow and earnings which are
largely driven by natural gas prices in our U.S. Lower 48 Land Drilling and Canadian Drilling
operations, while oil prices are the primary determinate in our Alaskan, International, U.S.
Offshore (Gulf of Mexico), Canadian Well-servicing and U.S. Land Well-servicing operations. The
following table sets forth natural gas and oil price data per Bloomberg for the last three years:
Year Ended December 31, | Increase / (Decrease) | |||||||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | ||||||||||||||||||||||||
Commodity prices: |
||||||||||||||||||||||||||||
Average Henry Hub
natural gas spot
price ($/million
cubic feet (mcf)) |
$ | 3.94 | $ | 8.89 | $ | 6.97 | $ | (4.95 | ) | (56 | %) | $ | 1.92 | 28 | % | |||||||||||||
Average West Texas
intermediate crude
oil spot price
($/barrel) |
$ | 61.99 | $ | 99.92 | $ | 72.23 | $ | (37.93 | ) | (38 | %) | $ | 27.69 | 38 | % |
Beginning in the fourth quarter of 2008, there was a significant reduction in the demand for
natural gas and oil that was caused, at least in part, by the significant deterioration of the
global economic environment including the extreme volatility in the capital and credit markets.
Weaker demand throughout 2009 has resulted in sustained lower natural gas and oil prices. The
price of natural gas reached a low for 2009 of $1.83 per mcf during September and while showing
improvement remains depressed, having averaged $3.77 per mcf during the second half of 2009. The
significant drop in the price of oil reached a low for 2009 of $33.98 per barrel in February with
continuous recovery throughout 2009, averaging $72.08 per barrel during the second half of 2009.
These reduced prices for natural gas and oil have led to a sharp decline in the demand for drilling
and workover services. Continued fluctuations in the demand for gas and oil, among other factors
including supply, could contribute to continued price volatility which may continue to affect
demand for our services and could materially affect our future financial results.
Operating revenues and Earnings (losses) from unconsolidated affiliates for the year ended
December 31, 2009 totaled $3.5 billion, representing a decrease of $1.8 billion, or 34% as compared
to the year ended December 31, 2008. Adjusted income derived from operating activities and net
income (loss) attributable to Nabors for the year ended December 31, 2009 totaled $421.9 million
and $(85.5) million ($(.30) per diluted share), respectively, representing decreases of 62% and
118%, respectively, compared to the year ended December 31, 2008. Operating revenues and Earnings
(losses) from unconsolidated affiliates for the year ended December 31, 2008 totaled $5.3 billion,
representing an increase of $355.3 million, or 7% as compared to the year ended December 31, 2007.
Adjusted income derived from operating activities and net income (loss) attributable to Nabors for
the year ended December 31, 2008 totaled $1.1 billion and $475.7 million ($1.65 per diluted share),
respectively, representing decreases of 13% and 45%, respectively, compared to the year ended
December 31, 2007.
During 2009 and 2008, our operating results were negatively impacted as a result of charges
arising from oil and gas full-cost ceiling test writedowns and other impairments. Earnings
(losses) from unconsolidated affiliates includes $(189.3) million and $(207.3) million,
respectively, for the years ended December 31, 2009 and 2008, representing our proportionate share
of full-cost ceiling test writedowns from our unconsolidated oil and gas joint ventures which
utilize the full-cost method of accounting. During 2009, our joint ventures used a 12-month
average price in the ceiling test calculation as required by the revised SEC rules whereas during
2008, the ceiling test calculation used the single-day, year-end commodity price that, at December
31, 2008, was near its low point for that year. The full-cost ceiling test writedowns are included
in our Oil and Gas operating segment results.
During 2009 and 2008, our operating results were also negatively impacted as a result of our
impairments and other charges of $331.0 million and $176.1 million, respectively. During 2009,
impairments and other charges included recognition of other-than-temporary impairments of $54.3
million relating to our available-for-sale securities, and impairments of $64.2 million to
long-lived assets that were retired from our U.S. Offshore, Alaska, Canada and International
contract drilling segments. Additionally, we recorded impairment charges of $197.7 million and
$21.5 million, respectively, to our wholly owned Ramshorn business unit under application of the
successful-efforts method of accounting for some of our oil and gas-related assets during the years
ended December 31, 2009 and 2008. During 2008, impairments and other charges included goodwill and
intangible asset impairments totaling $154.6 million recorded by our Canada Well-servicing and
Drilling operating segment and Nabors Blue Sky Ltd., one of our Canadian subsidiaries reported in
Other Operating Segments. We recognized these goodwill and intangible asset impairments to reduce
the carrying value of these assets to their estimated fair value. We consider these writedowns
necessary because of the duration of the industry downturn in Canada and the lack of certainty
regarding eventual recovery. These impairments and other charges are reflected separately as
impairments and other charges in our consolidated statements of income (loss) for the years ended
December 31, 2009 and 2008.
Excluding these charges, our operating results were lower than the previous year results
primarily due to the continuing weak environment in our U.S. Lower 48 Land Drilling, U.S. Land
Well-servicing, Canada and U.S. Offshore operations where activity levels and demand for our
drilling rigs have decreased substantially in response to uncertainty in the financial markets and
commodity price deterioration. Operating results have been further negatively impacted by higher
levels of depreciation expense due to our increased capital expenditures in recent years.
2
Our operating results for 2010 are expected to approximate levels realized during 2009 given
our current expectation of the continuation of lower commodity prices during 2010 and the related
impact on drilling and well-servicing activity and dayrates. We expect the decrease in drilling
activity and dayrates to continue to adversely impact our U.S. Lower 48 Land Drilling and our U.S.
Land Well-servicing operations for 2010, as compared to 2009, because the number of working rigs
and average dayrates have declined. We expect our International operations to decrease slightly
during 2010 as a result of lower drilling activity and utilization partially offset by the
deployment of new and incremental rigs under long-term contracts and the renewal of multi-year
contracts. Although rig count is expected to be lower overall, the reductions are primarily
comprised of lower yielding assets, leaving higher margin contracts in place partially offset by
certain contracts rolling over at lower current market rates. Our investments in new and upgraded
rigs over the past five years have resulted in long-term contracts which we expect will enhance our
competitive position when market conditions improve.
The following tables set forth certain information with respect to our reportable segments and rig
activity:
(In thousands, except | ||||||||||||||||||||||||||||
percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Reportable segments: |
||||||||||||||||||||||||||||
Operating revenues and
Earnings (losses) from unconsolidated
affiliates from continuing operations: (1) |
||||||||||||||||||||||||||||
Contract Drilling: (2) |
||||||||||||||||||||||||||||
U.S. Lower 48 Land
Drilling |
$ | 1,082,531 | $ | 1,878,441 | $ | 1,710,990 | $ | (795,910 | ) | (42 | %) | $ | 167,451 | 10 | % | |||||||||||||
U.S. Land Well-servicing |
412,243 | 758,510 | 715,414 | (346,267 | ) | (46 | %) | 43,096 | 6 | % | ||||||||||||||||||
U.S. Offshore |
157,305 | 252,529 | 212,160 | (95,224 | ) | (38 | %) | 40,369 | 19 | % | ||||||||||||||||||
Alaska |
204,407 | 184,243 | 152,490 | 20,164 | 11 | % | 31,753 | 21 | % | |||||||||||||||||||
Canada |
298,653 | 502,695 | 545,035 | (204,042 | ) | (41 | %) | (42,340 | ) | (8 | %) | |||||||||||||||||
International |
1,265,097 | 1,372,168 | 1,094,802 | (107,071 | ) | (8 | %) | 277,366 | 25 | % | ||||||||||||||||||
Subtotal Contract
Drilling (3) |
3,420,236 | 4,948,586 | 4,430,891 | (1,528,350 | ) | (31 | %) | 517,695 | 12 | % | ||||||||||||||||||
Oil and Gas (4) (5) |
(158,780 | ) | (118,533 | ) | 155,476 | (40,247 | ) | (34 | %) | (274,009 | ) | (176 | %) | |||||||||||||||
Other Operating Segments (6) (7) |
446,282 | 683,186 | 588,483 | (236,904 | ) | (35 | %) | 94,703 | 16 | % | ||||||||||||||||||
Other reconciling items
(8) |
(179,752 | ) | (198,245 | ) | (215,122 | ) | 18,493 | 9 | % | 16,877 | 8 | % | ||||||||||||||||
Total |
$ | 3,527,986 | $ | 5,314,994 | $ | 4,959,728 | $ | (1,787,008 | ) | (34 | %) | $ | 355,266 | 7 | % | |||||||||||||
Adjusted income (loss) derived
from operating activities from
continuing operations: (1)(9) |
||||||||||||||||||||||||||||
Contract Drilling: |
||||||||||||||||||||||||||||
U.S. Lower 48 Land
Drilling |
$ | 294,679 | $ | 628,579 | $ | 596,302 | $ | (333,900 | ) | (53 | %) | $ | 32,277 | 5 | % | |||||||||||||
U.S. Land Well-servicing |
28,950 | 148,626 | 156,243 | (119,676 | ) | (81 | %) | (7,617 | ) | (5 | %) | |||||||||||||||||
U.S. Offshore |
30,508 | 59,179 | 51,508 | (28,671 | ) | (48 | %) | 7,671 | 15 | % | ||||||||||||||||||
Alaska |
62,742 | 52,603 | 37,394 | 10,139 | 19 | % | 15,209 | 41 | % | |||||||||||||||||||
Canada |
(7,019 | ) | 61,040 | 87,046 | (68,059 | ) | (111 | %) | (26,006 | ) | (30 | %) | ||||||||||||||||
International |
365,566 | 407,675 | 332,283 | (42,109 | ) | (10 | %) | 75,392 | 23 | % | ||||||||||||||||||
Subtotal Contract
Drilling(3) |
775,426 | 1,357,702 | 1,260,776 | (582,276 | ) | (43 | %) | 96,926 | 8 | % | ||||||||||||||||||
Oil and Gas(4)(5) |
(190,798 | ) | (159,931 | ) | 101,672 | (30,867 | ) | (19 | %) | (261,603 | ) | (257 | %) | |||||||||||||||
Other Operating Segments (7)(8) |
34,120 | 68,572 | 35,273 | (34,452 | ) | (50 | %) | 33,299 | 94 | % | ||||||||||||||||||
Other reconciling items (10) |
(196,844 | ) | (167,831 | ) | (138,302 | ) | (29,013 | ) | (17 | %) | (29,529 | ) | (21 | %) | ||||||||||||||
Total |
$ | 421,904 | $ | 1,098,512 | $ | 1,259,419 | $ | (676,608 | ) | (62 | %) | $ | (160,907 | ) | (13 | %) |
3
(In thousands, except | ||||||||||||||||||||||||||||
percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Interest expense |
(266,039 | ) | (196,718 | ) | (154,919 | ) | (69,231 | ) | (35 | %) | (41,799 | ) | (27 | %) | ||||||||||||||
Investment income (loss) |
25,599 | 21,412 | (16,290 | ) | 4,187 | 20 | % | 37,702 | 231 | % | ||||||||||||||||||
Gains (losses) on sales and
retirements of long-lived
assets and other income
(expense), net |
(12,559 | ) | (15,829 | ) | (11,777 | ) | 3,270 | 21 | % | (4,052 | ) | (34 | %) | |||||||||||||||
Impairments and other
charges (11) |
(330,976 | ) | (176,123 | ) | (41,017 | ) | (154,853 | ) | (88 | %) | (135,106 | ) | (329 | %) | ||||||||||||||
Income (loss) from
continuing operations before
income taxes |
(162,071 | ) | 731,254 | 1,035,416 | (893,325 | ) | (122 | %) | (304,162 | ) | (29 | %) | ||||||||||||||||
Income tax expense (benefit) |
(133,803 | ) | 209,660 | 201,896 | (343,463 | ) | (164 | %) | 7,764 | 4 | % | |||||||||||||||||
Income (loss) from continuing
operations, net of tax |
(28,268 | ) | 521,594 | 833,520 | (549,862 | ) | (105 | %) | (311,926 | ) | (37 | %) | ||||||||||||||||
Income from discontinued
operations, net of tax |
(57,620 | ) | (41,930 | ) | 31,762 | (15,690 | ) | (37 | %) | (73,692 | ) | (232 | %) | |||||||||||||||
Net income (loss) |
(85,888 | ) | 479,664 | 865,282 | (565,552 | ) | (118 | %) | (385,618 | ) | (45 | %) | ||||||||||||||||
Less: Net (income) loss
attributable to noncontrolling
interest |
342 | (3,927 | ) | 420 | 4,269 | 109 | % | (4,347 | ) | N/M | (15) | |||||||||||||||||
Net income (loss)
attributable to Nabors |
$ | (85,546 | ) | $ | 475,737 | $ | 865,702 | $ | (561,283 | ) | (118 | %) | $ | (389,965 | ) | (45 | %) | |||||||||||
Rig activity: |
||||||||||||||||||||||||||||
Rig years: (12) |
||||||||||||||||||||||||||||
U.S. Lower 48 Land Drilling |
149.4 | 247.9 | 229.4 | (98.5 | ) | (40 | %) | 18.5 | 8 | % | ||||||||||||||||||
U.S. Offshore |
11.0 | 17.6 | 15.8 | (6.6 | ) | (38 | %) | 1.8 | 11 | % | ||||||||||||||||||
Alaska |
10.0 | 10.9 | 8.7 | (0.9 | ) | (8 | %) | 2.2 | 25 | % | ||||||||||||||||||
Canada |
19.7 | 35.5 | 36.7 | (15.8 | ) | (45 | %) | (1.2 | ) | (3 | %) | |||||||||||||||||
International (13) |
100.2 | 120.5 | 115.2 | (20.3 | ) | (17 | %) | 5.3 | 5 | % | ||||||||||||||||||
Total rig years |
290.3 | 432.4 | 405.8 | (142.1 | ) | (33 | %) | 26.6 | 7 | % | ||||||||||||||||||
Rig hours: (14) |
||||||||||||||||||||||||||||
U.S. Land Well-servicing |
590,878 | 1,090,511 | 1,119,497 | (499,633 | ) | (46 | %) | (28,986 | ) | (3 | %) | |||||||||||||||||
Canada Well-servicing |
143,824 | 248,032 | 283,471 | (104,208 | ) | (42 | %) | (35,439 | ) | (13 | %) | |||||||||||||||||
Total rig hours |
734,702 | 1,338,543 | 1,402,968 | (603,841 | ) | (45 | %) | (64,425 | ) | (5 | %) | |||||||||||||||||
(1) | All information present the operating activities of oil and gas assets in the Horn River basin in Canada and in the Llanos basin in Colombia and the Sea Mar business as discontinued operations. | |
(2) | These segments include our drilling, workover and well-servicing operations, on land and offshore. |
4
(3) | Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of $9.7 million, $5.8 million and $5.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. | |
(4) | Represents our oil and gas exploration, development and production operations. Includes our proportionate share of full-cost ceiling test writedowns recorded by our unconsolidated oil and gas joint ventures of $(189.3) million and $(207.3) million for the years ended December 31, 2009 and 2008, respectively. | |
(5) | Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of $(182.6) million, $(204.1) million and $(.6) million for the years ended December 31, 2009, 2008 and 2007, respectively. | |
(6) | Includes our drilling technology and top drive manufacturing, directional drilling, rig instrumentation and software, and construction and logistics operations. | |
(7) | Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of $17.5 million, $5.8 million and $16.0 million for the years ended December 31, 2009, 2008 and 2007, respectively. | |
(8) | Represents the elimination of inter-segment transactions. | |
(9) | Adjusted income (loss) derived from operating activities is computed by subtracting direct costs, general and administrative expenses, depreciation and amortization, and depletion expense from Operating revenues and then adding Earnings (losses) from unconsolidated affiliates. Such amounts should not be used as a substitute for those amounts reported under GAAP. However, management evaluates the performance of our business units and the consolidated company based on several criteria, including adjusted income (loss) derived from operating activities, because it believes that these financial measures are an accurate reflection of the ongoing profitability of our Company. A reconciliation of this non-GAAP measure to income (loss) before income taxes, which is a GAAP measure, is provided within the above table. | |
(10) | Represents the elimination of inter-segment transactions and unallocated corporate expenses. | |
(11) | Represents impairments and other charges recorded during the years ended December 31, 2009 and 2008, respectively. | |
(12) | Excludes well-servicing rigs, which are measured in rig hours. Includes our equivalent percentage ownership of rigs owned by unconsolidated affiliates. Rig years represent a measure of the number of equivalent rigs operating during a given period. For example, one rig operating 182.5 days during a 365-day period represents 0.5 rig years. | |
(13) | International rig years include our equivalent percentage ownership of rigs owned by unconsolidated affiliates which totaled 2.5 years, 3.5 years and 4.0 years during the years ended December 31, 2009, 2008 and 2007, respectively. | |
(14) | Rig hours represents the number of hours that our well-servicing rig fleet operated during the year. | |
(15) | The percentage is so large that is not meaningful. |
5
Segment Results of Operations
Contract Drilling
Our Contract Drilling operating segments contain one or more of the following operations:
drilling, workover and well-servicing, on land and offshore.
U.S. Lower 48 Land Drilling. The results of operations for this reportable segment are as
follows:
(In thousands, except percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings from
unconsolidated
affiliates |
$ | 1,082,531 | $ | 1,878,441 | $ | 1,710,990 | $ | (795,910 | ) | (42 | %) | $ | 167,451 | 10 | % | |||||||||||||
Adjusted income
derived from
operating
activities |
$ | 294,679 | $ | 628,579 | $ | 596,302 | $ | (333,900 | ) | (53 | %) | $ | 32,277 | 5 | % | |||||||||||||
Rig years |
149.4 | 247.9 | 229.4 | (98.5 | ) | (40 | %) | 18.5 | 8 | % |
Operating results decreased from 2008 to 2009 primarily due to a decline in drilling activity,
driven by lower natural gas prices beginning in the fourth quarter of 2008 and diminished demand as
customers released rigs and delayed drilling projects in response to the significant drop in
natural gas prices and the tightening of the credit markets. Operating results were further
negatively impacted by higher depreciation expense related to capital expansion projects completed
in recent years.
The increase in operating results from 2007 to 2008 was due to overall year-over-year
increases in rig activity and increases in average dayrates, driven by higher natural gas prices
throughout 2007 and most of 2008. This increase was only partially offset by higher operating
costs and an increase in depreciation expense related to capital expansion projects.
U.S. Land Well-servicing. The results of operations for this reportable segment are as
follows:
(In thousands, except percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings from
unconsolidated
affiliates |
$ | 412,243 | $ | 758,510 | $ | 715,414 | $ | (346,267 | ) | (46 | %) | $ | 43,096 | 6 | % | |||||||||||||
Adjusted income
derived from
operating
activities |
$ | 28,950 | $ | 148,626 | $ | 156,243 | $ | (119,676 | ) | (81 | %) | $ | (7,617 | ) | (5 | %) | ||||||||||||
Rig hours |
590,878 | 1,090,511 | 1,119,497 | (499,633 | ) | (46 | %) | (28,986 | ) | (3 | %) |
Operating results decreased from 2008 to 2009 primarily due to lower rig utilization and price
erosion, driven by lower customer demand for our services due to relatively lower oil prices caused
by the U.S. economic recession and reduced end product demand. Operating results were further
negatively impacted by higher depreciation expense related to capital expansion projects completed
in recent years.
Operating revenues and Earnings from unconsolidated affiliates increased from 2007 to 2008
primarily as a result of higher average dayrates year-over-year, driven by high oil prices during
2007 and the majority of 2008 as well as market expansion. Higher average dayrates were partially
offset by lower rig utilization. Adjusted income derived from operating activities decreased from
2007 to 2008 despite higher revenues due primarily to higher depreciation expense related to
capital expansion projects and, to a lesser extent, higher operating costs.
6
U.S. Offshore. The results of operations for this reportable segment are as follows:
(In thousands, except percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings from
unconsolidated
affiliates |
$ | 157,305 | $ | 252,529 | $ | 212,160 | $ | (95,224 | ) | (38 | %) | $ | 40,369 | 19 | % | |||||||||||||
Adjusted income
derived from
operating
activities |
$ | 30,508 | $ | 59,179 | $ | 51,508 | $ | (28,671 | ) | (48 | %) | $ | 7,671 | 15 | % | |||||||||||||
Rig years |
11.0 | 17.6 | 15.8 | (6.6 | ) | (38 | %) | 1.8 | 11 | % |
The decrease in operating results from 2008 to 2009 primarily resulted from lower average
dayrates and utilization for the SuperSundownerTM platform rigs, workover jack-up rigs,
barge drilling and workover rigs, and Sundowner® platform rigs, partially offset by
higher utilization of our MODS® rigs inclusive of a significant term contract for a
MODS® rig deployed in January 2009.
The increase in operating results from 2007 to 2008 primarily resulted from higher average
dayrates and increased drilling activity driven by high oil prices during the majority of 2008,
especially in the Sundowner and Super Sundowner platform workover and re-drilling rigs and the
MASE® platform drilling rigs. The increase in 2008 was partially offset by
higher operating costs and increased depreciation expense relating to new rigs added to the fleet
in early 2007.
Alaska. The results of operations for this reportable segment are as follows:
(In thousands, except percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings from
unconsolidated
affiliates |
$ | 204,407 | $ | 184,243 | $ | 152,490 | $ | 20,164 | 11 | % | $ | 31,753 | 21 | % | ||||||||||||||
Adjusted income
derived from
operating
activities |
$ | 62,742 | $ | 52,603 | $ | 37,394 | $ | 10,139 | 19 | % | $ | 15,209 | 41 | % | ||||||||||||||
Rig years |
10.0 | 10.9 | 8.7 | (0.9 | ) | (8 | %) | 2.2 | 25 | % |
The increases in operating results from 2008 to 2009 and from 2007 to 2008 were primarily due
to increases in average dayrates and drilling activity. Although drilling activity levels
decreased slightly during 2009, operating results reflect the higher average margins as a result of
the addition of some high specification rig work. Drilling activity levels increased in 2008 as a
result of the deployment and utilization of rigs added to the fleet in late 2007 under long-term
contracts. The increases during 2009 and 2008 have been partially offset by higher operating costs
and increased depreciation expense as well as increased labor and repairs and maintenance costs in
2009 and 2008 as compared to prior years.
Canada. The results of operations for this reportable segment are as follows:
(In thousands, except percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating revenues
and Earnings from
unconsolidated affiliates |
$ | 298,653 | $ | 502,695 | $ | 545,035 | $ | (204,042 | ) | (41 | %) | $ | (42,340 | ) | (8 | %) | ||||||||||||
Adjusted income (loss)
derived from operating
activities |
$ | (7,019 | ) | $ | 61,040 | $ | 87,046 | $ | (68,059 | ) | (111 | %) | $ | (26,006 | ) | (30 | %) | |||||||||||
Rig years Drilling |
19.7 | 35.5 | 36.7 | (15.8 | ) | (45 | %) | (1.2 | ) | (3 | %) | |||||||||||||||||
Rig hours Well-servicing |
143,824 | 248,032 | 283,471 | (104,208 | ) | (42 | %) | (35,439 | ) | (13 | %) |
Operating results decreased from 2008 to 2009 primarily as a result of an overall decrease in
drilling and well-servicing activity due to lower natural gas prices driving a significant decline
of customer demand for drilling and well-servicing operations. Our operating results for 2009 were
further negatively impacted by the economic uncertainty in the Canadian drilling market and
financial market instability. The Canadian dollar began 2009 in a
7
weak position versus the U.S. dollar, during a period of time when drilling and well-servicing
activity was typically at its seasonal peak, which also had an overall negative impact on operating
results. These decreases in operating results were partially offset by cost reductions in direct
costs, general and administrative expenses and depreciation.
The decrease in operating results from 2007 to 2008 resulted from year-over-year decreases in
drilling and well-servicing activity and decreases in average dayrates for drilling and
well-servicing operations as a result of economic uncertainty and Albertas tight labor market
which led to a number of projects being delayed. Our operating results were further negatively
impacted by proposed changes to the Alberta royalty and tax regime causing customers to assess the
impact of such changes. The strengthening of the Canadian dollar versus the U.S. dollar during
2007 and throughout the majority of 2008 positively impacted operating results, but negatively
impacted demand for our services as much of our customers revenue is denominated in U.S. dollars
while their costs are denominated in Canadian dollars. Additionally, operating results were
negatively impacted by increased operating expenses, including depreciation expense related to
capital expansion projects.
International. The results of operations for this reportable segment are as follows:
(In thousands, except percentages | Year Ended December 31, | Increase/(Decrease) | ||||||||||||||||||||||||||
and rig activity) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings from
unconsolidated
affiliates |
$ | 1,265,097 | $ | 1,372,168 | $ | 1,094,802 | $ | (107,071 | ) | (8 | %) | $ | 277,366 | 25 | % | |||||||||||||
Adjusted income
derived from
operating
activities |
$ | 365,566 | $ | 407,675 | $ | 332,283 | $ | (42,109 | ) | (10 | %) | $ | 75,392 | 23 | % | |||||||||||||
Rig years |
100.2 | 120.5 | 115.2 | (20.3 | ) | (17 | %) | 5.3 | 5 | % |
The decrease in operating results from 2008 to 2009 resulted primarily from year-over-year
decreases in average dayrates and lower utilization of rigs in Mexico, Libya, Argentina and
Colombia, driven by weakening customer demand for drilling services stemming from the drop in oil
prices in the fourth quarter of 2008 which continued throughout 2009. Operating results were
further negatively impacted by higher depreciation expense related to capital expansion projects
completed in recent years. These decreases were partially offset by higher average dayrates from
two jack-up rigs deployed in Saudi Arabia, increases in average dayrates for our new and
incremental rigs added and deployed during 2008 and a start-up floating, drilling, production,
storage and offloading vessel off the coast of the Republic of the Congo.
The increase in operating results from 2007 to 2008 primarily resulted from year-over-year
increases in average dayrates and drilling activities, reflecting strong customer demand for
drilling services, stemming from sustained higher oil prices throughout 2007. Operating results
during 2007 and most of 2008 were also positively impacted by an expansion of our rig fleet and
continuing renewal of existing multi-year contracts at higher average dayrates. These increases
were partially offset by increased operating expenses, including depreciation expense related to
capital expenditures for new and refurbished rigs deployed throughout 2007 and 2008.
Oil and Gas. The results of operations for this reportable segment are as follows:
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings (losses)
from unconsolidated
affiliates |
$ | (158,780 | ) | $ | (118,533 | ) | $ | 155,476 | $ | (40,247 | ) | (34 | %) | $ | (274,009 | ) | (176 | %) | ||||||||||
Adjusted income
(loss) derived from
operating
activities |
$ | (190,798 | ) | $ | (159,931 | ) | $ | 101,672 | $ | (30,867 | ) | (19 | %) | $ | (261,603 | ) | (257 | %) |
Our operating results decreased from 2008 to 2009 primarily as a result of full-cost ceiling
test writedowns recorded during 2009 by our unconsolidated joint ventures. During 2009, our U.S.
oil and gas joint venture recorded a full-cost ceiling test writedown, of which our proportionate
share totaled $189.3 million. The writedown resulted from the application of the full-cost method
of accounting for costs related to oil and natural gas properties. The full-cost ceiling test
limits the carrying value of the capitalized cost of the properties to the present value of future
net revenues attributable to proved oil and natural gas reserves, discounted at 10%, plus the lower
of cost or
8
market value of unproved properties. The full-cost ceiling test was evaluated using the
12-month average commodity price as required by the revised SEC rules.
Operating results further decreased from 2008 to 2009 due to declines in natural gas prices
and production volumes from our Ramshorn and joint venture operations. Additionally, operating
results for 2008 included a $12.3 million gain recorded on the sale of leasehold interests.
Our operating results decreased from 2007 to 2008 as a result of a full-cost ceiling test
writedown recorded during 2008 by our unconsolidated U.S. oil and gas joint venture. During 2008,
our U.S. oil and gas joint venture recorded a full-cost ceiling test writedown, of which our
proportionate share totaled $207.3 million. The full-cost ceiling test was determined using the
single-day, year-end price as required by SEC rules at the time.
Additionally during 2008, our proportionate share of losses from our unconsolidated oil and
gas joint ventures included $10.0 million of depletion charges from lower-than-expected performance
of certain oil and gas developmental wells and $5.8 million of mark-to-market unrealized losses
from derivative instruments representing forward gas sales through swaps and price floor guarantees
utilizing puts. Beginning in May 2008 our U.S. joint venture began to apply hedge accounting to
its forward contracts to minimize the volatility in reported earnings caused by market price
fluctuations of the underlying hedged commodities. These losses were partially offset by income
from our production volumes and oil and gas production sales as a result of higher oil and natural
gas prices throughout most of 2008 and a $12.3 million gain on the sale of leasehold interests in
2008.
Other Operating Segments
These operations include our drilling technology and top-drive manufacturing, directional
drilling, rig instrumentation and software, and construction and logistics operations. The results
of operations for these operating segments are as follows:
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Operating
revenues and
Earnings from
unconsolidated
affiliates |
$ | 446,282 | $ | 683,186 | $ | 588,483 | $ | (236,904 | ) | (35 | %) | $ | 94,703 | 16 | % | |||||||||||||
Adjusted income
derived from
operating
activities |
$ | 34,120 | $ | 68,572 | $ | 35,273 | $ | (34,452 | ) | (50 | %) | $ | 33,299 | 94 | % |
The decreases in operating results from 2008 to 2009 primarily resulted from (i) lower demand
in the U.S. and Canadian drilling markets for rig instrumentation and data collection services from
oil and gas exploration companies, (ii) decreases in customer demand for our construction and
logistics services in Alaska and (iii) decreased capital equipment unit volumes and lower service
and rental activity as a result of the slowdown in the oil and gas industry.
The increase in operating results from 2007 to 2008 primarily resulted from year-over-year
increases in third-party sales and higher margins on top drives occasioned by the strengthening of
the oil drilling market, increased equipment sales, increased market share in Canada and increased
demand in the U.S. directional drilling market. Results were also improved in 2008 due to increases
in customer demand for our construction and logistics services in Alaska.
9
Discontinued Operations
During 2010, we began actively marketing our oil and gas assets in the Horn River basin in
Canada and in the Llanos basin in Colombia. These assets also include our 49.7% and 50.0%
ownership interests in our investments of Remora and SMVP, respectively, which we account for using
the equity method of accounting. All of these assets are included in our oil and gas operating
segment. We determined that the plan of sale criteria in the ASC Topic relating to the
Presentation of Financial Statements for Assets Sold or Held for Sale had been met during the third
quarter of 2010. Accordingly, we reclassified these wholly owned oil and gas assets from our
property, plant and equipment, net, as well as our investment balances for Remora and SMVP from
investments in unconsolidated affiliates to assets held for sale in our consolidated balance sheet
at September 30, 2010.
During the third quarter of 2007 we sold our Sea Mar business which had previously been
included in Other Operating Segments to an unrelated third party. The assets included 20 offshore
supply vessels and certain related assets, including a right under a vessel construction contract.
The operating results for the year ended December 31, 2007 include a gain, net of tax of $19.6
million, related to the sale of the Sea Mar business. We have not had any continuing involvement
subsequent to the sale of this business.
The operating results from these assets for all periods presented are retroactively presented
and accounted for as discontinued operations in the accompanying audited consolidated statements of
income. Our condensed statements of income from discontinued operations related to the
oil and gas assets as well as our Sea Mar business for the years ended December 31, 2009, 2008 and
2007 were as follows:
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Revenues from oil and gas
assets |
$ | 8,937 | $ | 4,354 | $ | 100 | $ | 4,583 | 105 | % | $ | 4,254 | n/m | (1) | ||||||||||||||
Revenues from Sea Mar business |
$ | | $ | | $ | 58,887 | $ | | | $ | (58,887 | ) | (100 | %) | ||||||||||||||
Earnings (losses) from
unconsolidated affiliates |
$ | (59,248 | ) | $ | (37,286 | ) | $ | (3,256 | ) | $ | (21,962 | ) | (59 | %) | $ | (34,030 | ) | n/m | (1) | |||||||||
Income (loss) from discontinued
operations, net of tax |
||||||||||||||||||||||||||||
Income (loss) from discontinued
operations from oil and gas
assets, net of tax |
$ | (57,620 | ) | $ | (41,930 | ) | $ | (3,262 | ) | $ | (15,690 | ) | (37 | %) | $ | (38,668 | ) | n/m | (1) | |||||||||
Income (loss) from discontinued
operations from Sea Mar
business, net of tax |
| | 35,024 | | | (35,024 | ) | (100 | %) |
(1) | The percentage is so large that is not meaningful. |
10
OTHER FINANCIAL INFORMATION
General and administrative expenses
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
General and
administrative
expenses |
$ | 428,161 | $ | 479,194 | $ | 436,274 | $ | (51,033 | ) | (11 | %) | $ | 42,920 | 10 | % | |||||||||||||
General and
administrative
expenses as a
percentage of
operating revenues |
11.6 | % | 8.7 | % | 8.8 | % | 2.9 | % | 33 | % | (.1 | %) | (1 | %) |
General and administrative expenses decreased from 2008 to 2009 primarily as a result of
significant decreases in wage-related expenses and other cost-reduction efforts across all business
units, partially offset by an increase of approximately $61.2 million in stock compensation
expense. During 2009, share-based compensation expense included $72.1 million of compensation
expense related to previously granted restricted stock and option awards held by Messrs. Isenberg
and Petrello that was unrecognized as of April 1, 2009. The recognition of this expense resulted
from provisions of their respective new employment agreements that effectively eliminated the risk
of forfeiture of such awards. There is no remaining unrecognized expense related to their
outstanding restricted stock and option awards. General and administrative expenses as a
percentage of operating revenues increased primarily due to lower revenues.
General and administrative expenses increased from 2007 to 2008 primarily as a result of
increases in wages and wage-related expenses for a majority of our operating segments compared to
each prior year, which resulted from an increase in the number of employees required to support
higher activity levels. The increase was also driven by higher compensation expense, primarily
resulting from higher bonuses and non-cash compensation expenses recorded for restricted stock
awards during 2007 and 2008.
Depreciation and amortization, and depletion expense
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Depreciation
and amortization
expense |
$ | 667,100 | $ | 614,367 | $ | 469,669 | $ | 52,733 | 9 | % | $ | 144,698 | 31 | % | ||||||||||||||
Depletion expense |
$ | 9,417 | $ | 22,308 | $ | 30,904 | $ | (12,891 | ) | (58 | %) | $ | (8,596 | ) | (28 | %) |
Depreciation and amortization expense. Depreciation and amortization expense increased from
2008 to 2009 and from 2007 to 2008 primarily as a result of projects completed in recent years
under our expanded capital expenditure program that commenced in early 2005.
Depletion expense. Depletion expense decreased from 2008 to 2009 and from 2007 to 2008
primarily as a result of decreased natural gas production volumes during each year.
Interest expense
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Interest expense |
$ | 266,039 | $ | 196,718 | $ | 154,919 | $ | 69,321 | (35 | %) | $ | 41,799 | (27 | %) |
Interest expense increased from 2008 to 2009 as a result of the interest expense related
to our January 2009 issuance of 9.25% senior notes due January 2019. The increase was partially
offset by a reduction to interest expense due to our repurchases of approximately $1.1 billion par
value of 0.94% senior exchangeable notes during 2008 and 2009.
11
Interest expense increased from 2007 to 2008 as a result of the additional interest expense
related to our February 2008 and July 2008 issuances of 6.15% senior notes due February 2018 in the
amounts of $575 million and $400 million, respectively.
Investment income (loss)
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Investment income (loss) |
$ | 25,599 | $ | 21,412 | $ | (16,290 | ) | $ | 4,187 | 20 | % | $ | 37,702 | 231 | % |
Investment income during 2009 was $25.6 million compared to $21.4 million during the prior
year. Investment income in 2009 included net unrealized gains of $9.8 million from our trading
securities and interest and dividend income of $15.9 million from our cash, other short-term and
long-term investments.
Investment income during 2008 was $21.4 million compared to a net investment loss of $15.9
million during the prior year. Investment income in 2008 included net unrealized gains of $8.5
million from our trading securities and interest and dividend income of $40.5 million from our
short-term and long-term investments, partially offset by losses of $27.4 million from our actively
managed funds classified as long-term investments.
Investment income (loss) during 2007 included a net loss of $61.4 million from our actively
managed funds classified as long-term investments inclusive of substantial gains from sales of our
marketable equity securities. This net loss was offset by interest and dividend income of $45.5
million from our short-term investments.
Gains (losses) on sales and retirements of long-lived assets and other income (expense), net
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Gains (losses)
on sales and
retirements of
long-lived assets
and other income
(expense), net |
$ | (12,559 | ) | $ | (15,829 | ) | $ | (11,777 | ) | $ | 3,270 | 21 | % | $ | (4,052 | ) | (34 | %) |
The amount of gains (losses) on sales and retirements of long-lived assets and other income
(expense), net for 2009 represents a net loss of $12.6 million and includes: (i) foreign currency
exchange losses of approximately $8.4 million, (ii) increases of litigation expenses of $11.5
million, and (iii) net losses on sales and retirements of long-lived assets of approximately $5.9
million. These losses were partially offset by pre-tax gains of $11.5 million recognized on
purchases of $964.8 million par value of our 0.94% senior exchangeable notes due 2011.
The amount of gains (losses) on sales and retirements of long-lived assets and other income
(expense), net for 2008 represents a net loss of $15.8 million and includes: (i) losses on
derivative instruments of approximately $14.6 million, including a $9.9 million loss on a
three-month written put option and a $4.7 million loss on the fair value of our range-cap-and-floor
derivative, (ii) losses on retirements on long-lived assets of approximately $13.2 million,
inclusive of involuntary conversion losses on long-lived assets of approximately $12.0 million, net
of insurance recoveries, related to damage sustained from Hurricanes Gustav and Ike during 2008,
and (iii) increases of litigation expenses of $3.5 million. These losses were partially offset by
a $12.2 million pre-tax gain recognized on our purchase of $100 million par value of 0.94% senior
exchangeable notes due 2011.
The amount of gains (losses) on sales and retirements of long-lived assets and other income
(expense), net for 2007 represents a net loss of $11.8 million and includes: (i) losses on
retirements and impairment charges on long-lived assets of approximately $40.0 million and (ii)
increases of litigation expenses of $9.6 million. These losses were partially offset by the $38.6
million gain on the sale of three accommodation jack-up rigs in the second quarter of 2007.
12
Impairments and Other Charges
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
(In thousands, except percentages) | 2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | |||||||||||||||||||||||
Goodwill impairments |
$ | 14,689 | $ | 150,008 | $ | | $ | (135,319 | ) | (90 | %) | $ | 150,008 | 100 | % | |||||||||||||
Impairment of long-lived
assets to be disposed of
other than by sale |
64,229 | | | 64,229 | 100 | % | | | ||||||||||||||||||||
Impairment of other
intangible assets |
| 4,578 | | (4,578 | ) | (100 | %) | 4,578 | 100 | % | ||||||||||||||||||
Impairment of oil and
gas- related assets |
197,744 | 21,537 | 41,017 | 176,207 | 818 | % | (19,480 | ) | (47 | %) | ||||||||||||||||||
Other-than-temporary
impairment on securities |
54,314 | | | 54,314 | 100 | % | | | ||||||||||||||||||||
Total |
$ | 330,976 | $ | 176,123 | $ | 41,017 | $ | 154,853 | 88 | % | $ | 135,106 | 329 | % | ||||||||||||||
During the years ended December 31, 2009 and 2008, we recognized goodwill impairments of
approximately $14.7 million and $150.0 million, respectively, related to our Canadian operations.
During 2008, we impaired the entire goodwill balance of $145.4 million of our Canada Well-servicing
and Drilling operating segment and recorded an impairment of $4.6 million to Nabors Blue Sky Ltd.,
one of our Canadian subsidiaries reported in our Other Operating segments. During 2009, we
impaired the remaining goodwill balance of $14.7 million of Nabors Blue Sky Ltd. The impairment
charges resulted from of our annual impairment tests on goodwill which compared the estimated fair
value of each of our reporting units to its carrying value. The estimated fair value of these
business units was determined using discounted cash flow models involving assumptions based on our
utilization of rigs or aircraft, revenues and earnings from affiliates, as well as direct costs,
general and administrative costs, depreciation, applicable income taxes, capital expenditures and
working capital requirements. The impairment charges were deemed necessary due to the continued
downturn in the oil and gas industry in Canada and the lack of certainty regarding eventual
recovery in the value of these operations. This downturn has led to reduced capital spending by
some of our customers and has diminished demand for our drilling services and for immediate access
to remote drilling sites. A significantly prolonged period of lower oil and natural gas prices
could adversely affect the demand for and prices of our services, which could result in future
goodwill impairment charges for other reporting units due to the potential impact on our estimate
of our future operating results. See Critical Accounting Policies below and Note 2 Summary of
Significant Accounting Policies (included under the caption Goodwill) in Part II, Item 8.
Financial Statements and Supplementary Data.
During the year ended December 31, 2009, we retired some rigs and rig components in our U.S.
Offshore, Alaska, Canada and International Contract Drilling segments and reduced their aggregate
carrying value from $69.0 million to their estimated aggregate salvage value, resulting in
impairment charges of approximately $64.2 million. The retirements included inactive workover
jack-up rigs in our U.S. Offshore and International operations, the structural frames of some
incomplete coiled tubing rigs in our Canada operations and miscellaneous rig components in our
Alaska operations. The impairment charges resulted from the continued deterioration and longer
than expected downturn in the demand for oil and gas drilling activities. A prolonged period of
lower natural gas and oil prices and its potential impact on our utilization and dayrates could
result in the recognition of future impairment charges to additional assets if future cash flow
estimates, based upon information then available to management, indicate that the carrying value of
those assets may not be recoverable.
Also in 2009, we recorded impairments totaling $197.7 million to some of the oil and
gas-related assets of our wholly owned Ramshorn business unit. We recorded an impairment of $149.1
million to one of our oil and gas financing receivables, which reduced the carrying value of our
oil and gas financing receivables recorded as long-term investments to $92.5 million. The
impairment resulted primarily from commodity price deterioration and the lower price environment
lasting longer than expected. This prolonged period of lower prices has significantly reduced
demand for future gas production and development in the Barnett Shale area of north central Texas,
which has influenced our decision not to expend capital to develop on some of the undeveloped
acreage. The impairment was determined using discounted cash flow models involving assumptions
based on estimated cash flows for proved and probable reserves, undeveloped acreage value, and
current and expected natural gas prices. We believe the estimates used provide a reasonable
estimate of current fair value. A further protraction or continued period of lower commodity
prices could result in recognition of future impairment charges. During the years ended December
13
31, 2009, 2008 and 2007, our impairment tests on the oil and gas properties of our wholly
owned Ramshorn business unit resulted in impairment charges of $48.6 million, $21.5 million and
$41.0 million, respectively. The impairments recognized during 2009 were primarily the result of a
write down of the carrying value of some acreage in the U.S. and Canada because we do not have
future plans to develop. The impairments recognized during 2008 were primarily due to the
significant decline in oil and natural gas prices at the end of 2008. The impairments recognized
during 2007 were necessary from lower than expected performance of some oil and gas development
wells. Additional discussion of our policy pertaining to the calculations of these impairments is
set forth in Oil and Gas Properties under Critical Accounting Estimates below in this section or
in Note 2 Summary of Significant Accounting Policies in Part II Item 8. Financial Statements
and Supplementary Data.
In 2009, we recorded other-than-temporary impairments to our available-for-sale securities
totaling $54.3 million. Of this, $35.6 million was related to an investment in a corporate bond
that was downgraded to non-investment grade level by Standard and Poors and Moodys Investors
Service during the year. Our determination that the impairment was other than temporary was based
on a variety of factors, including the length of time and extent to which the market value had been
less than cost, the financial condition of the issuer of the security, and the credit ratings and
recent reorganization of the issuer. The remaining $18.7 million related to an equity security of
a public company whose operations are driven in large measure by the price of oil and in which we
invested approximately $46 million during the second and third quarters of 2008. During late 2008,
demand for oil and gas began to diminish significantly as part of the general deterioration of the
global economic environment, causing a broad decline in value of nearly all oil and gas-related
equity securities. Because the trading price per share of this security remained below our cost
basis for an extended period, we determined the investment was other than temporarily impaired and
it was appropriate to write down the investments carrying value to its current estimated fair
value of approximately $27.0 million at December 31, 2009.
Income tax rate
Year Ended December 31, | Increase/(Decrease) | |||||||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 to 2008 | 2008 to 2007 | ||||||||||||||||||||||||
Effective
income tax rate
from continuing
operations |
83 | % | 29 | % | 19 | % | 54 | % | 186 | % | 10 | % | 53 | % |
Our effective income tax rate for 2009 reflects the disparity between losses in our U.S.
operations (attributable primarily to impairments) and income in our other operations primarily in
lower tax jurisdictions. Because the U.S. income tax rate is higher than that of other
jurisdictions, the tax benefit from our U.S. losses was not proportionately reduced by the tax
expense from our other operations. The result is a net tax benefit that represents a significant
percentage (82.5%) of our consolidated loss from continuing operations before income taxes.
Because of the manner in which this number is derived, we do not believe it presents a meaningful
basis for comparing our 2009 effective income tax rate to our 2008 effective income tax rate.
The increase in our effective income tax rate from 2007 to 2008 resulted from (1) our goodwill
impairments which had no associated tax benefit, (2) the reversal of certain tax reserves during
2007 in the amount of $25.5 million, (3) a decrease in 2007 tax expense of approximately $16.0
million resulting from a reduction in Canadas tax rate, and (4) a higher proportion of our 2008
taxable income being generated in the United States, which generally imposes a higher tax rate than
the other jurisdictions in which we operate.
We are subject to income taxes in the U.S. and numerous other jurisdictions. Significant
judgment is required in determining our worldwide provision for income taxes. One of the most
volatile factors in this determination is the relative proportion of our income or loss being
recognized in high versus low tax jurisdictions. In the ordinary course of our business, there are
many transactions and calculations for which the ultimate tax determination is uncertain. We are
regularly under audit by tax authorities. Although we believe our tax estimates are reasonable, the
final outcome of tax audits and any related litigation could be materially different than what is
reflected in our income tax provisions and accruals. The results of an audit or litigation could
materially affect our financial position, income tax provision, net income, or cash flows.
Various bills have been introduced in Congress that could reduce or eliminate the tax benefits
associated with our reorganization as a Bermuda company. Legislation enacted by Congress in 2004
provides that a corporation that reorganized in a foreign jurisdiction on or after March 4, 2003 be
treated as a domestic corporation for United States
14
federal income tax purposes. Nabors reorganization was completed June 24, 2002. There have
been and we expect that there may continue to be legislation proposed by Congress from time to time
which, if enacted, could limit or eliminate the tax benefits associated with our reorganization.
Because we cannot predict whether legislation will ultimately be adopted, no assurance can be
given that the tax benefits associated with our reorganization will ultimately accrue to the
benefit of the Company and its shareholders. It is possible that future changes to the tax laws
(including tax treaties) could impact on our ability to realize the tax savings recorded to date as
well as future tax savings resulting from our reorganization.
Liquidity and Capital Resources
Cash Flows
Our cash flows depend, to a large degree, on the level of spending by oil and gas companies
for exploration, development and production activities. Sustained increases or decreases in the
price of natural gas or oil could have a material impact on these activities, and could also
materially affect our cash flows. Certain sources and uses of cash, such as the level of
discretionary capital expenditures, purchases and sales of investments, issuances and repurchases
of debt and of our common shares are within our control and are adjusted as necessary based on
market conditions. The following is a discussion of our cash flows for the years ended December 31,
2009 and 2008.
Operating Activities. Net cash provided by operating activities totaled $1.6 billion during
2009 compared to net cash provided by operating activities of $1.5 billion during 2008. Net cash
provided by operating activities (operating cash flows) is our primary source of capital and
liquidity. Factors affecting changes in operating cash flows are largely the same as those that
affect net earnings, with the exception of non-cash expenses such as depreciation and amortization,
depletion, impairments, share-based compensation, deferred income taxes and our proportionate share
of earnings or losses from unconsolidated affiliates. Net income (loss) adjusted for non-cash
components was approximately $1.1 billion and $1.7 billion for the years ended December 31, 2009
and 2008, respectively. Additionally, changes in working capital items such as collection of
receivables can be a significant component of operating cash flows. Changes in working capital
items provided $471.9 million in cash flows for the year ended December 31, 2009 and required
$278.6 million in cash flows for the year ended December 31, 2008.
Investing Activities. Net cash used for investing activities totaled $1.2 billion during 2009
compared to net cash used for investing activities of $1.5 billion during 2008. During 2009 and
2008, cash was used primarily for capital expenditures totaling $1.1 billion and $1.5 billion,
respectively, and investments in unconsolidated affiliates totaling $125.1 million and $271.3
million, respectively. During 2009 and 2008, cash was derived from sales of investments, net of
purchases, totaling $24.4 million and $251.6 million, respectively.
Financing Activities. Net cash provided by financing activities totaled $19.4 million during
2009 compared to net cash used for financing activities of $89.2 million during 2008. During 2009,
cash was derived from the receipt of $1.1 billion in proceeds, net of debt issuance costs, from the
January 2009 issuance of 9.25% senior notes due 2019. Also during 2009, cash totaling $862.6
million was used to purchase $964.8 million par value of 0.94% senior exchangeable notes due 2011
and cash totaling $225.2 million was used to redeem the 4.875% senior notes. During 2008, cash
totaling $836.5 million was used to redeem Nabors Delawares zero coupon senior exchangeable notes
due 2023 and zero coupon senior convertible debentures due 2021 and for the purchase of $100
million par value of 0.94% senior exchangeable notes due 2011 in the open market. During 2008,
cash was used to repurchase our common shares in the open market for $281.1 million. Also during
2008, cash was provided by the receipt of $955.6 million in net proceeds from the February and July
2008 issuances of the 6.15% senior notes due 2018, net of debt issuance costs. During 2009 and
2008, cash was provided by our receipt of proceeds totaling $11.2 million and $56.6 million,
respectively, from the exercise by our employees of options to acquire our common shares.
Future Cash Requirements
As of December 31, 2009, we had long-term debt, including current maturities, of $3.9 billion
and cash and investments of $1.2 billion, including $100.9 million of long-term investments and
other receivables. Long-term investments and other receivables include $92.5 million in oil and
gas financing receivables.
15
Our 0.94% senior exchangeable notes mature in May 2011. During 2008 and 2009 collectively, we
purchased $1.1 billion par value of these notes in the open market for cash totaling $938.4
million, leaving approximately $1.7 billion par value outstanding. The balance of these notes will
be reclassified to current debt in the second quarter of 2010. We believe our positive cash flow
from operations in combination with our ability to access the capital markets will be sufficient to
enable us to satisfy the payment obligation due in May 2011.
Our 0.94% senior exchangeable notes due 2011 provide that upon an exchange of these notes, we
will be required to pay holders of the notes cash up to the principal amount of the notes and our
common shares for any amount that the exchange value of the notes exceeds the principal amount of
the notes. The notes cannot be exchanged until the price of our shares exceeds approximately $59.57
for at least 20 trading days during the period of 30 consecutive trading days ending on the last
trading day of the previous calendar quarter; or during the five business days immediately
following any ten consecutive trading day period in which the trading price per note for each day
of that period was less than 95% of the product of the sale price of Nabors common shares and the
then applicable exchange rate for the notes; or upon the occurrence of specified corporate
transactions set forth in the indenture. On February 24, 2010, the closing market price for our
common stock was $21.92 per share. If any of the events described above were to occur and the notes
were exchanged at a purchase price equal to 100% of the principal amount of the notes before
maturity in May 2011, the required cash payment could have a significant impact on our level of
cash and cash equivalents and investments available to meet our other cash obligations. Management
believes that in the event the price of our shares were to exceed $59.57 for the required period of
time, the holders of these notes would not be likely to exchange the notes as it would be more
economically beneficial to them if they sold the notes to other investors on the open market.
However, there can be no assurance that the holders would not exchange the notes.
As of December 31, 2009, we had outstanding purchase commitments of approximately $152.4
million, primarily for rig-related enhancements, construction and sustaining capital expenditures
and other operating expenses. Capital expenditures over the next twelve months, including these
outstanding purchase commitments, are currently expected to total approximately $.6 $.8 billion,
including currently planned rig-related enhancements, construction and sustaining capital
expenditures. This amount could change significantly based on market conditions and new business
opportunities. The level of our outstanding purchase commitments and our expected level of capital
expenditures over the next twelve months represent a number of capital programs that are currently
underway. These programs, which are nearing an end, have resulted in an expansion in the number of
drilling and well-servicing rigs that we own and operate and consist primarily of land drilling and
well-servicing rigs. The expansion of our capital expenditure programs to build new
state-of-the-art drilling rigs has impacted a majority of our operating segments, most
significantly within our U.S. Lower 48 Land Drilling, U.S. Land Well-servicing, Alaska, Canada and
International operations.
We have historically completed a number of acquisitions and will continue to evaluate
opportunities to acquire assets or businesses to enhance our operations. Several of our previous
acquisitions were funded through issuances of our common shares. Future acquisitions may be paid
for using existing cash or issuing debt or Nabors shares. Such capital expenditures and
acquisitions will depend on our view of market conditions and other factors.
See our discussion of guarantees issued by Nabors that could have a potential impact on our
financial position, results of operations or cash flows in future periods included below under
Off-Balance Sheet Arrangements (Including Guarantees).
16
The following table summarizes our contractual cash obligations as of December 31, 2009:
Payments due by Period | ||||||||||||||||||||
(In thousands) | Total | < 1 Year | 1-3 Years | 3-5 Years | Thereafter | |||||||||||||||
Contractual cash obligations: |
||||||||||||||||||||
Long-term debt: (1) |
||||||||||||||||||||
Principal |
$ | 4,061,255 | $ | 163 | $ | 1,961,002 | (2) | $ | 90 | $ | 2,100,000 | (3) | ||||||||
Interest |
1,566,550 | 194,679 | 365,645 | 328,076 | 678,150 | |||||||||||||||
Operating leases (4) |
35,550 | 15,498 | 13,705 | 4,840 | 1,507 | |||||||||||||||
Purchase commitments (5) |
152,387 | 151,097 | 1,290 | | | |||||||||||||||
Employment contracts (4) |
35,442 | 10,723 | 21,330 | 3,389 | | |||||||||||||||
Pension funding obligations (6) |
450 | 450 | | | | |||||||||||||||
Total contractual cash obligations |
$ | 5,851,634 | $ | 372,610 | $ | 2,362,972 | $ | 336,395 | $ | 2,779,657 | ||||||||||
The table above excludes liabilities for unrecognized tax benefits totaling $107.5 million as
of December 31, 2009 because we are unable to make reasonably reliable estimates of the timing of
cash settlements with the respective taxing authorities. Further details on the unrecognized tax
benefits can be found in Note 12 Income Taxes in Part II, Item 8. Financial Statements and
Supplementary Data.
(1) | See Note 11 Debt in Part II, Item 8. Financial Statements and Supplementary Data. |
(2) | Includes the remaining portion of Nabors Delawares 0.94% senior exchangeable notes due May 2011 and 5.375% senior notes due August 2012. |
(3) | Represents Nabors Delawares aggregate 6.15% senior notes due February 2018 and 9.25% senior notes due January 2019. |
(4) | See Note 16 Commitments and Contingencies in Part II, Item 8. Financial Statements and Supplementary Data. |
(5) | Purchase commitments include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable pricing provisions; and the approximate timing of the transaction. |
(6) | See Note 14 Pension, Postretirement and Postemployment Benefits in Part II, Item 8. - Financial Statements and Supplementary Data. |
We may from time to time seek to retire or purchase our outstanding debt through cash
purchases and/or exchanges for equity securities, both in open-market purchases, privately
negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on
prevailing market conditions, our liquidity requirements, contractual restrictions and other
factors. The amounts involved may be material.
In July 2006 our Board of Directors authorized a share repurchase program under which we may
repurchase up to $500 million of our common shares in the open market or in privately negotiated
transactions. Through December 31, 2009, $464.5 million of our common shares had been repurchased
under this program. As of December 31, 2009, we had the capacity to repurchase up to an additional
$35.5 million of our common shares under the July 2006 share repurchase program.
See Note 16 Commitments and Contingencies in Part II, Item 8. Financial Statements and
Supplementary Data for discussion of commitments and contingencies relating to (i) new employment
agreements, effective April 1, 2009, that could result in significant cash payments of $100 million
and $50 million to Messrs. Isenberg and Petrello, respectively, by the Company if their employment
is terminated in the event of death or disability or cash payments of $100 million and $45 million
to Messrs. Isenberg and Petrello, respectively, by the Company if their employment is terminated
without cause or in the event of a change in control and (ii) off-balance sheet arrangements
(including guarantees).
17
Financial Condition and Sources of Liquidity
Our primary sources of liquidity are cash and cash equivalents, short-term and long-term
investments and cash generated from operations. As of December 31, 2009, we had cash and
investments of $1.2 billion (including $100.9 million of long-term investments and other
receivables, inclusive of $92.5 million in oil and gas financing receivables) and working capital
of $1.6 billion. Oil and gas financing receivables are classified as long-term investments. These
receivables represent our financing agreements for certain production payment contracts in our Oil
and Gas segment. This compares to cash and investments of $824.2 million (including $240.0 million
of long-term investments and other receivables, inclusive of $224.2 million in oil and gas
financing receivables) and working capital of $1.0 billion as of December 31, 2008.
Our gross funded debt to capital ratio was 0.41:1 as of each December 31, 2009 and 2008. Our
net funded debt to capital ratio was 0.33:1 as of December 31, 2009 and 0.35:1 as of December 31,
2008.
The gross funded debt to capital ratio is calculated by dividing (x) funded debt by (y) funded
debt plus deferred tax liabilities (net of deferred tax assets) plus capital. Funded debt is the
sum of (1) short-term borrowings, (2) the current portion of long-term debt and (3) long-term debt.
Capital is shareholders equity.
The net funded debt to capital ratio is calculated by dividing (x) net funded debt by (y) net
funded debt plus deferred tax liabilities (net of deferred tax assets) plus capital. Net funded
debt is funded debt minus the sum of cash and cash equivalents and short-term and long-term
investments and other receivables. Both of these ratios are used to calculate a companys leverage
in relation to its capital. Neither ratio measures operating performance or liquidity as defined by
GAAP and, therefore, may not be comparable to similarly titled measures presented by other
companies.
Our interest coverage ratio was 6.3:1 as of December 31, 2009 and 21.0:1 as of December 31,
2008. The interest coverage ratio is a trailing 12-month quotient of the sum of income (loss) from
continuing operations, net of tax, net income (loss) attributable to noncontrolling interest,
interest expense, depreciation and amortization, depletion expense, impairments and other charges,
income tax expense (benefit) and our proportionate share of writedowns from our unconsolidated oil
and gas joint ventures less investment income (loss) divided by cash interest expense. This ratio
is a method for calculating the amount of operating cash flows available to cover cash interest
expense. The interest coverage ratio is not a measure of operating performance or liquidity
defined by GAAP and may not be comparable to similarly titled measures presented by other
companies.
We had four letter of credit facilities with various banks as of December 31, 2009.
Availability under our credit facilities as of December 31, 2009 was as follows:
(In thousands) | ||||
Credit available |
$ | 245,442 | ||
Letters of credit outstanding, inclusive of financial and
performance guarantees |
(71,389 | ) | ||
Remaining availability |
$ | 174,053 | ||
Our ability to access capital markets or to otherwise obtain sufficient financing is enhanced
by our senior unsecured debt ratings as provided by Fitch Ratings, Moodys Investors Service and
Standard & Poors, which are currently BBB+, Baa1 and BBB+, respectively, and our historical
ability to access those markets as needed. While there can be no assurances that we will be able
to access these markets in the future, we believe that we will be able to access capital markets or
otherwise obtain financing in order to satisfy any payment obligation that might arise upon
exchange or purchase of our notes and that any cash payment due of this magnitude, in addition to
our other cash obligations, would not ultimately have a material adverse impact on our liquidity or
financial position. In addition, Standard & Poors recently affirmed its BBB+ credit rating, but
revised its outlook to negative from stable in early 2009 due primarily to worsening industry
conditions. A credit downgrade may impact our ability to access credit markets.
Our current cash and investments and projected cash flows from operations are expected to
adequately finance our purchase commitments, our scheduled debt service requirements, and all other
expected cash requirements for the next twelve months.
See our discussion of the impact of changes in market conditions on our derivative financial
instruments
discussed under Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
18
Off-Balance Sheet Arrangements (Including Guarantees)
We are a party to some transactions, agreements or other contractual arrangements defined as
off-balance sheet arrangements that could have a material future effect on our financial
position, results of operations, liquidity and capital resources. The most significant of these
off-balance sheet arrangements involve agreements and obligations under which we provide financial
or performance assurance to third parties. Certain of these agreements serve as guarantees,
including standby letters of credit issued on behalf of insurance carriers in conjunction with our
workers compensation insurance program and other financial surety instruments such as bonds. We
have also guaranteed payment of contingent consideration in conjunction with an acquisition in
2005. Potential contingent consideration is based on future operating results of the acquired
business. In addition, we have provided indemnifications, which serve as guarantees, to some third
parties. These guarantees include indemnification provided by Nabors to our share transfer agent
and our insurance carriers. We are not able to estimate the potential future maximum payments that
might be due under our indemnification guarantees.
Management believes the likelihood that we would be required to perform or otherwise incur any
material losses associated with any of these guarantees is remote. The following table summarizes
the total maximum amount of financial guarantees issued by Nabors and guarantees representing
contingent consideration in connection with a business combination:
Maximum Amount | ||||||||||||||||||||
(In thousands) | 2010 | 2011 | 2012 | Thereafter | Total | |||||||||||||||
Financial standby letters of
credit and other financial surety
instruments |
$ | 66,182 | $ | 10,808 | $ | 277 | $ | | $ | 77,267 | ||||||||||
Contingent consideration in acquisition |
| 4,250 | | | 4,250 | |||||||||||||||
Total |
$ | 66,182 | $ | 15,058 | $ | 277 | $ | | $ | 81,517 | ||||||||||
Other Matters
Recent Legislation and Actions
In February 2009, Congress enacted the American Recovery and Reinvestment Act of 2009 (the
Stimulus Act). The Stimulus Act is intended to provide a stimulus to the U.S. economy, including
relief to companies related to income on debt repurchases and exchanges at a discount, expansion of
unemployment benefits to former employees and other social welfare provisions. The Stimulus Act
has not had a significant impact on our consolidated financial statements.
A court in Algeria entered a judgment of approximately $19.7 million against us related to
alleged customs infractions in 2009. We believe we did not receive proper notice of the judicial
proceedings, and that the amount of the judgment is excessive. We have asserted the lack of
legally required notice as a basis for challenging the judgment on appeal to the Algeria Supreme
Court. Based upon our understanding of applicable law and precedent, we believe that this
challenge will be successful. We do not believe that a loss is probable and have not accrued any
amounts related to this matter. However, the ultimate resolution and the timing thereof are
uncertain. If the Company is ultimately required to pay a fine or judgment related to this matter,
the amount of the loss could range from approximately $140,000 to $19.7 million.
Recent Accounting Pronouncements
On July 1, 2009, the Financial Accounting Standards Board (FASB) released the Accounting
Standards Codification (ASC). The ASC became the single source of authoritative nongovernmental
GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. The ASC is not intended to change GAAP,
but changes the approach by referencing authoritative literature by topic (each, a Topic) rather
than by type of standard. Accordingly, references in the Notes to Consolidated Financial
Statements to former FASB positions, statements, interpretations, opinions, bulletins or other
pronouncements are now presented as references to the corresponding Topic in the ASC.
19
Effective January 1, 2009, Nabors changed its method of accounting for certain of its
convertible debt instruments in accordance with the revised provisions of the Debt with Conversions
and Other Options Topic of the ASC. Additionally, Nabors changed its method for calculating its
basic and diluted earnings per share using the two-class method in accordance with the revised
provisions of the Earnings Per Share Topic of the ASC. As required by the Accounting Changes and
Error Corrections Topic of the ASC, financial information and earnings per share calculations for
prior periods have been adjusted to reflect retrospective application.
The revised provisions of the Debt with Conversions and Other Options Topic clarify that
convertible debt instruments that may be settled in cash upon conversion are accounted for with a
liability component based on the fair value of a similar nonconvertible debt instrument and an
equity component based on the excess of the initial proceeds from the convertible debt instrument
over the liability component. Such excess represents proceeds related to the conversion option and
is recorded as capital in excess of par value. The liability is recorded at a discount, which is
then amortized as additional non-cash interest expense over the convertible debt instruments
expected life. The retrospective application and impact of these provisions on our consolidated
financial statements is described in Note 11 Debt in Part II Item 8. Financial Statements and
Supplementary Data.
The revised provisions relating to use of the two-class method for calculating earnings per
share within the Earnings Per Share Topic provide that securities which are granted in share-based
transactions are participating securities prior to vesting if they have a nonforfeitable right to
participate in any dividends, and such securities therefore should be included in computing basic
earnings per share. Our awards of restricted stock are considered participating securities under
this definition. The retrospective application and impact of these provisions on our consolidated
financial statements is set forth in Note 17 Earnings (Losses) Per Share in Part II Item 8.
Financial Statements and Supplementary Data.
Effective January 1, 2008, we adopted and applied the provisions of the Fair Value
Measurements and Disclosures Topic of the ASC to our financial assets and liabilities and on
January 1, 2009 applied the same provisions to our nonfinancial assets and liabilities. Effective
April 1, 2009, we adopted the provisions of this Topic relating to fair value measures in inactive
markets. The provisions provide additional guidance for determining whether a market for a
financial asset is not active and a transaction is not distressed for fair value measurements. The
application of these provisions did not have a material impact on our consolidated financial
statements. Our fair value disclosures are provided in Note 5 Fair Value Measurements in Part
II Item 8. Financial Statements and Supplementary Data.
Effective January 1, 2009, we adopted the revised provisions of the Business Combinations
Topic of the ASC and will apply those provisions on a prospective basis to acquisitions. The
revised provisions retain the fundamental requirement that the acquisition method of accounting be
used for all business combinations and expands the use of the acquisition method to all
transactions and other events in which one entity obtains control over one or more other businesses
or assets at the acquisition date and in subsequent periods. The revised provisions require
measurement at the acquisition date of the fair value of assets acquired, liabilities assumed and
any noncontrolling interests. Additionally, acquisition-related costs, including restructuring
costs, are recognized as expense separately from the acquisition.
Effective January 1, 2009, new provisions relating to noncontrolling interests of a subsidiary
within the Identifiable Assets and Liabilities, and Any Noncontrolling Interest Topic of the ASC
were released. The provisions establish the accounting and reporting standards for a
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The provisions
clarify that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as equity in the consolidated financial statements. Our
consolidated financial statements reflect the adoption and have been adjusted to reflect
retrospective application. The application of these provisions did not have a material impact on
our consolidated financial statements.
Effective January 1, 2009, we adopted the revised provisions relating to expanded disclosures
of derivatives within the Derivatives and Hedging Topic of the ASC. The revised provisions are
intended to improve financial reporting about derivative instruments and hedging activities by
requiring enhanced qualitative and quantitative disclosures regarding such instruments, gains and
losses thereon and their effects on an entitys financial position, financial performance and cash
flows. The application of these provisions did not have a material impact on our consolidated
financial statements.
20
In December 2008, the SEC issued a Final Rule, Modernization of Oil and Gas Reporting. This
rule revises some of the oil and gas reporting disclosures in Regulation S-K and Regulation S-X
under the Securities Act and the Exchange Act, as well as Industry Guide 2. Effective December 31,
2009, the FASB issued revised guidance that substantially aligned the oil and gas accounting
disclosures with the SECs Final Rule. The amendments are designed to modernize and update oil and
gas disclosure requirements to align them with current practices and changes in technology.
Additionally, this new accounting standard requires that entities use 12-month average natural gas
and oil prices when calculating the quantities of proved reserves and performing the full-cost
ceiling test calculation. The new standard also clarified that an entitys equity method
investments must be considered in determining whether it has significant oil and gas activities.
The disclosure requirements are effective for registration statements filed on or after January 1,
2010 and for annual financial statements filed on or after January 1, 2010. The FASB provided a
one-year deferral of the disclosure requirements if an entity became subject to the requirements
because of a change to the definition of significant oil and gas activities. When operating
results from our wholly owned oil and gas activities are considered with operating results from our
unconsolidated oil and gas joint ventures, which we account for under the equity method of
accounting, we have significant oil and gas activities under the new definition. In line with the
one-year deferral, we will provide the oil and gas disclosures in annual periods beginning after
December 31, 2009.
Effective April 1, 2009, we adopted the provisions in the Investments of Debt and Equity
Securities Topic of the ASC relating to recognition and presentation of other-than-temporary
impairments to debt securities. The impact of these provisions is provided in Notes 3
Impairments and Other Charges and 4 Cash, Cash Equivalents and Investments in Part II Item 8.
Financial Statements and Supplementary Data.
Effective June 30, 2009, we adopted the provisions in the Financial Instruments Topic of the
ASC relating to quarterly disclosure of the fair value of financial instruments. The disclosures
required by this Topic are provided in Note 5 Fair Value Measurements in Part II Item 8.
Financial Statements and Supplementary Data.
Effective June 30, 2009, we adopted the revised provisions in the Subsequent Events Topic of
the ASC and evaluated subsequent events through the date of the release of our financial
statements. The adoption of the Subsequent Events Topic of the ASC did not have any impact on our
financial position, results of operations or cash flows.
Related-Party Transactions
Nabors and its Chairman and Chief Executive Officer, its Deputy Chairman, President and Chief
Operating Officer, and certain other key employees entered into split-dollar life insurance
agreements, pursuant to which we paid a portion of the premiums under life insurance policies with
respect to these individuals and, in some instances, members of their families. These agreements
provide that we are reimbursed the premium payments upon the occurrence of specified events,
including the death of an insured individual. Any recovery of premiums paid by Nabors could be
limited to the cash surrender value of the policies under certain circumstances. As such, the
values of these policies are recorded at their respective cash surrender values in our consolidated
balance sheets. We have made premium payments to date totaling $11.7 million related to these
policies. The cash surrender value of these policies of approximately $9.3 million and $8.4 million
is included in other long-term assets in our consolidated balance sheets as of December 31, 2009
and 2008, respectively.
Under the Sarbanes-Oxley Act of 2002, the payment of premiums by Nabors under the agreements
with our Chairman and Chief Executive Officer and with our Deputy Chairman, President and Chief
Operating Officer could be deemed to be prohibited loans by us to these individuals. Consequently,
we have paid no premiums related to our agreements with these individuals since the adoption of the
Sarbanes-Oxley Act.
In the ordinary course of business, we enter into various rig leases, rig transportation and
related oilfield services agreements with our unconsolidated affiliates at market prices. Revenues
from business transactions with these affiliated entities totaled $327.3 million, $285.3 million
and $153.4 million for the years ended December 31, 2009, 2008 and 2007, respectively. Expenses
from business transactions with these affiliated entities totaled $9.8 million, $9.6 million and
$6.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. Additionally, we
had accounts receivable from these affiliated entities of $104.2 million and $107.5 million as of
December 31, 2009 and 2008, respectively. We had accounts payable to these affiliated entities of
$14.8 million and $10.0 million as of
21
December 31, 2009 and 2008, respectively, and long-term payables with these affiliated
entities of $.8 million and $7.8 million as of December 31, 2009 and 2008, respectively, which is
included in other long-term liabilities.
We own an interest in Shona Energy Company, LLC (Shona), a company of which Mr. Payne, an
independent member of our Board of Directors, is the Chairman and Chief Executive Officer. During
the fourth quarter of 2008, we purchased 1.8 million common shares of Shona for $.9 million.
During the first quarter of 2010, we purchased shares of Shonas preferred stock and warrants to
purchase additional common shares for $.9 million. After these transactions, we hold a minority
interest of approximately 11% of the issued and outstanding shares of Shona.
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires management to
make certain estimates and assumptions. These estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosures of contingent assets and liabilities at the balance
sheet date and the amounts of revenues and expenses recognized during the reporting period. We
analyze our estimates based on our historical experience and various other assumptions that we
believe to be reasonable under the circumstances. However, actual results could differ from our
estimates. The following is a discussion of our critical accounting estimates. Management considers
an accounting estimate to be critical if:
| it requires assumptions to be made that were uncertain at the time the estimate was made; and | ||
| changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated financial position or results of operations. |
For a summary of all of our significant accounting policies, see Note 2 Summary of
Significant Accounting Policies in Part II, Item 8. Financial Statements and Supplementary Data.
Financial Instruments. As defined in the ASC, fair value is the price that would be received
upon a sale of an asset or paid upon a transfer of a liability in an orderly transaction between
market participants at the measurement date (exit price). We utilize market data or assumptions
that market participants would use in pricing the asset or liability, including assumptions about
risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily
observable, market-corroborated, or generally unobservable. We primarily apply the market approach
for recurring fair value measurements and endeavor to utilize the best information available.
Accordingly, we employ valuation techniques that maximize the use of observable inputs and minimize
the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value
determinations in situations where there is little, if any, market activity for the asset or
liability at the measurement date. We are able to classify fair value balances utilizing a
fair-value hierarchy based on the observability of those inputs. Under the fair-value hierarchy
| Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market; | ||
| Level 2 measurements include quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and | ||
| Level 3 measurements include those that are unobservable and of a highly subjective measure. |
As part of adopting fair value measurement reporting on January 1, 2008, we did not have a
transition adjustment to our retained earnings. Our enhanced disclosures are included in Note 5
Fair Value Measurements in Part II, Item 8. Financial Statements and Supplementary Data.
Depreciation of Property, Plant and Equipment. The drilling, workover and well-servicing
industries are very capital intensive. Property, plant and equipment represented 72% of our total
assets as of December 31, 2009, and depreciation constituted 18% of our total costs and other
deductions for the year ended December 31, 2009.
Depreciation for our primary operating assets, drilling and workover rigs, is calculated based
on the units-of-production method. For each day a rig is operating, we depreciate it over an
approximate 4,900-day period, with the exception of our jack-up rigs which are depreciated over an
8,030-day period, after provision for salvage value. For
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each day a rig asset is not operating, it is depreciated over an assumed depreciable life of
20 years, with the exception of our jack-up rigs, where a 30-year depreciable life is typically
used, after provision for salvage value.
Depreciation on our buildings, well-servicing rigs, oilfield hauling and mobile equipment,
marine transportation and supply vessels, aircraft equipment, and other machinery and equipment is
computed using the straight-line method over the estimated useful life of the asset after provision
for salvage value (buildings 10 to 30 years; well-servicing rigs 3 to 15 years; marine
transportation and supply vessels 10 to 25 years; aircraft equipment 5 to 20 years; oilfield
hauling and mobile equipment and other machinery and equipment 3 to 10 years).
These depreciation periods and the salvage values of our property, plant and equipment were
determined through an analysis of the useful lives of our assets and based on our experience with
the salvage values of these assets. Periodically, we review our depreciation periods and salvage
values for reasonableness given current conditions. Depreciation of property, plant and equipment
is therefore based upon estimates of the useful lives and salvage value of those assets. Estimation
of these items requires significant management judgment. Accordingly, management believes that
accounting estimates related to depreciation expense recorded on property, plant and equipment are
critical.
There have been no factors related to the performance of our portfolio of assets, changes in
technology or other factors that indicate that these estimates do not continue to be appropriate.
Accordingly, for the years ended December 31, 2009, 2008 and 2007, no significant changes have been
made to the depreciation rates applied to property, plant and equipment, the underlying assumptions
related to estimates of depreciation, or the methodology applied. However, certain events could
occur that would materially affect our estimates and assumptions related to depreciation.
Unforeseen changes in operations or technology could substantially alter managements assumptions
regarding our ability to realize the return on our investment in operating assets and therefore
affect the useful lives and salvage values of our assets.
Impairment of Long-Lived Assets. As discussed above, the drilling, workover and well-servicing
industry is very capital intensive. We review our assets for impairment when events or changes in
circumstances indicate that the carrying amounts of property, plant and equipment may not be
recoverable. An impairment loss is recorded in the period in which it is determined that the sum
of estimated future cash flows, on an undiscounted basis, is less than the carrying amount of the
long-lived asset. Such determination requires us to make judgments regarding long-term forecasts of
future revenues and costs related to the assets subject to review in order to determine the future
cash flows associated with the assets. These long-term forecasts are uncertain because they require
assumptions about demand for our products and services, future market conditions, technological
advances in the industry, and changes in regulations governing the industry. Significant and
unanticipated changes to the assumptions could result in future impairments. As the determination
of whether impairment charges should be recorded on our long-lived assets is subject to significant
management judgment and an impairment of these assets could result in a material charge on our
consolidated statements of income (loss), management believes that accounting estimates related to
impairment of long-lived assets are critical.
Assumptions made in the determination of future cash flows are made with the involvement of
management personnel at the operational level where the most specific knowledge of market
conditions and other operating factors exists. For the years ended December 31, 2009, 2008 and
2007, no significant changes have been made to the methodology utilized to determine future cash
flows.
Given the nature of the evaluation of future cash flows and the application to specific assets
and specific times, it is not possible to reasonably quantify the impact of changes in these
assumptions. A significantly prolonged period of lower oil and natural gas prices could continue
to adversely affect the demand for and prices of our services, which could result in future
impairment charges.
Impairment of Goodwill and Intangible Assets. Goodwill represented 1.5% of our total assets as
of December 31, 2009. We review goodwill and intangible assets with indefinite lives for
impairment annually or more frequently if events or changes in circumstances indicate that the
carrying amount of such goodwill and intangible assets exceed their fair value. We perform our
impairment tests of goodwill and intangible assets for ten reporting units within our operating
segments. These reporting units consist of our six contract drilling segments: U.S. Lower 48 Land
Drilling, U.S. Land Well-servicing, U.S. Offshore, Alaska, Canada and International; our oil and
gas segment; and three of our other operating segments: Canrig Drilling Technology Ltd., Ryan
Energy Technologies
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and Nabors Blue Sky Ltd. The impairment test involves comparing the estimated fair value of
the reporting unit to its carrying amount. If the carrying amount of the reporting unit exceeds
its fair value, a second step is required to measure the goodwill impairment loss. This second
step compares the implied fair value of the reporting units goodwill to the carrying amount of
that goodwill. If the carrying amount of the reporting units goodwill exceeds the implied fair
value of the goodwill, an impairment loss is recognized in an amount equal to the excess. Our
impairment test results required the second step measurement for one of our ten reporting units
during 2009 and two of our ten reporting units during 2008.
The fair values calculated in these impairment tests are determined using discounted cash flow
models involving assumptions based on our utilization of rigs or aircraft, revenues and earnings
from affiliates, as well as direct costs, general and administrative costs, depreciation,
applicable income taxes, capital expenditures and working capital requirements. Our discounted
cash flow projections for each reporting unit were based on financial forecasts. The future cash
flows were discounted to present value using discount rates that are determined to be appropriate
for each reporting unit. Terminal values for each reporting unit were calculated using a Gordon
Growth methodology with a long-term growth rate of 3%. We believe the fair value estimated for
purposes of these tests represent a Level 3 fair value measurement.
During the years ended December 31, 2009 and 2008, we recognized goodwill impairments of
approximately $14.7 million and $150.0 million, respectively, both related to our Canadian
operations. During 2008, we impaired the entire goodwill balance of $145.4 million of our Canada
Well-servicing and Drilling operating segment and recorded an impairment of $4.6 million to Nabors
Blue Sky Ltd., one of our Canadian subsidiaries reported in our Other Operating segments. During
2009, we impaired the remaining goodwill balance of $14.7 million of Nabors Blue Sky Ltd. The
impairment charges were deemed necessary due to the continued downturn in the oil and gas industry
in Canada and the lack of certainty regarding eventual recovery in the value of these operations.
This downturn has led to reduced capital spending by our customers and diminished demand for our
drilling services and for immediate access to remote drilling sites. A significantly prolonged
period of lower oil and natural gas prices could continue to adversely affect the demand for and
prices of our services, which could result in future goodwill impairment charges for other
reporting units due to the potential impact on our estimate of our future operating results.
For the year ended December 31, 2007, our annual impairment test indicated the fair value of
our reporting units goodwill and intangible assets exceeded carrying amounts.
Oil and Gas Properties. We follow the successful-efforts method of accounting for our
consolidated subsidiaries oil and gas activities. Under the successful-efforts method, lease
acquisition costs and all development costs are capitalized. Our provision for depletion is based
on these capitalized costs and is determined on a property-by-property basis using the
units-of-production method. Proved property acquisition costs are amortized over total proved
reserves. Costs of wells and related equipment and facilities are amortized over the life of
proved developed reserves. Estimated fair value of proved and unproved properties includes the
estimated present value of all reasonably expected future production, prices, and costs. Proved oil
and gas properties are reviewed when circumstances suggest the need for such a review and, are
written down to their estimated fair value, if required. Unproved properties are reviewed to
determine if there has been impairment of the carrying value and when circumstances suggest an
impairment has occurred, are written down to their estimated fair value in that period. The
estimated fair value of our proved reserves generally declines when there is a significant and
sustained decline in oil and natural gas prices. For the years ended December 31, 2009, 2008 and
2007, our impairment tests on the oil and gas-related assets of our wholly owned Ramshorn business
unit resulted in impairment charges of $197.7 million, $21.5 million and $41.0 million,
respectively. As discussed above in Recent Accounting Pronouncements, we adopted new guidance
relating to the manner in which our oil and gas reserves are estimated as of December 31, 2009.
Exploratory drilling costs are capitalized until the results are determined. If proved
reserves are not discovered, the exploratory drilling costs are expensed. Interest costs related to
financing major oil and gas projects in progress are capitalized until the projects are evaluated
or until the projects are substantially complete and ready for their intended use if the projects
are evaluated as successful. Other exploratory costs are expensed as incurred.
Our unconsolidated oil and gas joint ventures, which we account for under the equity method of
accounting, utilize the full-cost method of accounting for costs related to oil and natural gas
properties. Under this method, all
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such costs (for both productive and nonproductive properties) are capitalized and amortized on
an aggregate basis over the estimated lives of the properties using the units-of-production method.
However, these capitalized costs are subject to a ceiling test which limits such pooled costs to
the aggregate of the present value of future net revenues attributable to proved oil and natural
gas reserves, discounted at 10%, plus the lower of cost or market value of unproved properties. As
discussed above in Recent Accounting Pronouncements and in relation to the full-cost ceiling test,
our unconsolidated oil and gas joint ventures changed the manner in which their oil and gas
reserves are estimated and the manner in which they calculate the ceiling limit on capitalized oil
and gas costs as of December 31, 2009. Under the new guidance, future revenues for purposes of the
ceiling test are valued using a 12-month average price, adjusted for the impact of derivatives
accounted for as cash flow hedges as prescribed by the SEC rules. For the year ended December 31,
2009, our unconsolidated oil and gas joint ventures application of the full-cost ceiling test
resulted in impairment charges, of which $189.3 million represented our proportionate share.
For the years ended December 31, 2008 and 2007, our unconsolidated oil and gas joint ventures
evaluated the full-cost ceiling using then-current prices for oil and natural gas, adjusted for the
impact of derivatives accounted for as cash flow hedges. Our U.S., international and Canadian
joint ventures application of the full-cost ceiling test resulted in impairment charges during
2008, of which $207.3 million represented our proportionate share. There were no ceiling test
impairment charges recorded by our unconsolidated oil and gas joint ventures during 2007.
A significantly prolonged period of lower oil and natural gas prices or reserve quantities
could continue to adversely affect the demand for and prices of our services, which could result in
future impairment charges due to the potential impact on our estimate of our future operating
results.
Income Taxes. Deferred taxes represent a substantial liability for Nabors. For financial
reporting purposes, management determines our current tax liability as well as those taxes incurred
as a result of current operations yet deferred until future periods. In accordance with the
liability method of accounting for income taxes as specified in the Income Taxes Topic of the ASC,
the provision for income taxes is the sum of income taxes both currently payable and deferred.
Currently payable taxes represent the liability related to our income tax return for the current
year while the net deferred tax expense or benefit represents the change in the balance of deferred
tax assets or liabilities reported on our consolidated balance sheets. The tax effects of
unrealized gains and losses on investments and derivative financial instruments are recorded
through accumulated other comprehensive income (loss) within equity. The changes in deferred tax
assets or liabilities are determined based upon changes in differences between the basis of assets
and liabilities for financial reporting purposes and the basis of assets and liabilities for tax
purposes as measured by the enacted tax rates that management estimates will be in effect when
these differences reverse. Management must make certain assumptions regarding whether tax
differences are permanent or temporary and must estimate the timing of their reversal, and whether
taxable operating income in future periods will be sufficient to fully recognize any gross deferred
tax assets. Valuation allowances are established to reduce deferred tax assets when it is more
likely than not that some portion or all of the deferred tax assets will not be realized. In
determining the need for valuation allowances, management has considered and made judgments and
estimates regarding estimated future taxable income and ongoing prudent and feasible tax planning
strategies. These judgments and estimates are made for each tax jurisdiction in which we operate as
the calculation of deferred taxes is completed at that level. Further, under U.S. federal tax law,
the amount and availability of loss carryforwards (and certain other tax attributes) are subject to
a variety of interpretations and restrictive tests applicable to Nabors and our subsidiaries. The
utilization of such carryforwards could be limited or effectively lost upon certain changes in
ownership. Accordingly, although we believe substantial loss carryforwards are available to us, no
assurance can be given concerning the realization of such loss carryforwards, or whether or not
such loss carryforwards will be available in the future. These loss carryforwards are also
considered in our calculation of taxes for each jurisdiction in which we operate. Additionally, we
record reserves for uncertain tax positions that are subject to a significant level of management
judgment related to the ultimate resolution of those tax positions. Accordingly, management
believes that the estimate related to the provision for income taxes is critical to our results of
operations. See Part I, Item 1A. Risk Factors We may have additional tax liabilities and
Note 12 Income Taxes in Part II, Item 8. Financial Statements and Supplementary Data for
additional discussion.
Effective January 1, 2007, we adopted the revised provisions of the Income Taxes Topic in the
ASC relating to uncertain tax positions. In connection with that adoption, we recognized increases
to our tax reserves for uncertain tax positions along with interest and penalties as an increase to
other long-term liabilities and as a reduction to retained earnings at January 1, 2007. See Note
12 Income Taxes in Part II, Item 8. Financial Statements and Supplementary Data for additional
discussion.
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We are subject to income taxes in both the United States and numerous foreign jurisdictions.
Significant judgment is required in determining our worldwide provision for income taxes. In the
ordinary course of our business, there are many transactions and calculations where the ultimate
tax determination is uncertain. We are regularly under audit by tax authorities. Although we
believe our tax estimates are reasonable, the final determination of tax audits and any related
litigation could be materially different than that reflected in historical income tax provisions
and accruals. An audit or litigation could materially affect our financial position, income tax
provision, net income, or cash flows in the period or periods challenged. However, certain events
could occur that would materially affect managements estimates and assumptions regarding the
deferred portion of our income tax provision, including estimates of future tax rates applicable to
the reversal of tax differences, the classification of timing differences as temporary or
permanent, reserves recorded for uncertain tax positions, and any valuation allowance recorded as a
reduction to our deferred tax assets. Managements assumptions related to the preparation of our
income tax provision have historically proved to be reasonable in light of the ultimate amount of
tax liability due in all taxing jurisdictions.
For the year ended December 31, 2009, our provision for income taxes from continuing
operations was $(133.8) million, consisting of $69.5 million of current tax expense and $(203.3)
million of deferred tax expense. Changes in managements estimates and assumptions regarding the
tax rate applied to deferred tax assets and liabilities, the ability to realize the value of
deferred tax assets, or the timing of the reversal of tax basis differences could potentially
impact the provision for income taxes and could potentially change the effective tax rate. A 1%
change in the effective tax rate from 82.5% to 81.5% would increase the current year income tax
provision by approximately $1.6 million.
Self-Insurance Reserves. Our operations are subject to many hazards inherent in the drilling,
workover and well-servicing industries, including blowouts, cratering, explosions, fires, loss of
well control, loss of hole, damaged or lost drilling equipment and damage or loss from inclement
weather or natural disasters. Any of these hazards could result in personal injury or death, damage
to or destruction of equipment and facilities, suspension of operations, environmental damage and
damage to the property of others. Generally, drilling contracts provide for the division of
responsibilities between a drilling company and its customer, and we seek to obtain indemnification
from our customers by contract for certain of these risks. To the extent that we are unable to
transfer such risks to customers by contract or indemnification agreements, we seek protection
through insurance. However, there is no assurance that such insurance or indemnification agreements
will adequately protect us against liability from all of the consequences of the hazards described
above. Moreover, our insurance coverage generally provides that we assume a portion of the risk in
the form of a deductible or self-insured retention.
Based on the risks discussed above, it is necessary for us to estimate the level of our
liability related to insurance and record reserves for these amounts in our consolidated financial
statements. Reserves related to self-insurance are based on the facts and circumstances specific to
the claims and our past experience with similar claims. The actual outcome of self-insured claims
could differ significantly from estimated amounts. We maintain actuarially determined accruals in
our consolidated balance sheets to cover self-insurance retentions for workers compensation,
employers liability, general liability and automobile liability claims. These accruals are based
on certain assumptions developed utilizing historical data to project future losses. Loss estimates
in the calculation of these accruals are adjusted based upon actual claim settlements and reported
claims. These loss estimates and accruals recorded in our financial statements for claims have
historically been reasonable in light of the actual amount of claims paid.
Because the determination of our liability for self-insured claims is subject to significant
management judgment and in certain instances is based on actuarially estimated and calculated
amounts, and because such liabilities could be material in nature, management believes that
accounting estimates related to self-insurance reserves are critical.
For the years ended December 31, 2009, 2008 and 2007, no significant changes have been made to
the methodology utilized to estimate insurance reserves. For purposes of earnings sensitivity
analysis, if the December 31, 2009 reserves for insurance were adjusted (increased or decreased) by
10%, total costs and other deductions would change by $13.9 million, or .4%.
Fair Value of Assets Acquired and Liabilities Assumed. We have completed a number of
acquisitions in recent years as discussed in Note 5 Fair Value Measurements in Part II, Item 8.
Financial Statements and
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Supplementary Data. In conjunction with our accounting for these acquisitions, it was
necessary for us to estimate the values of the assets acquired and liabilities assumed in the
various business combinations using various assumptions. These estimates may be affected by such
factors as changing market conditions, technological advances in the industry or changes in
regulations governing the industry. The most significant assumptions, and the ones requiring the
most judgment, involve the estimated fair values of property, plant and equipment, and the
resulting amount of goodwill, if any. Unforeseen changes in operations or technology could
substantially alter managements assumptions and could result in lower estimates of values of
acquired assets or of future cash flows. This could result in impairment charges being recorded in
our consolidated statements of income (loss). As the determination of the fair value of assets
acquired and liabilities assumed is subject to significant management judgment and a change in
purchase price allocations could result in a material difference in amounts recorded in our
consolidated financial statements, management believes that accounting estimates related to the
valuation of assets acquired and liabilities assumed are critical.
The determination of the fair value of assets and liabilities is based on the market for the
assets and the settlement value of the liabilities. These estimates are made by management based on
our experience with similar assets and liabilities. For the years ended December 31, 2009, 2008 and
2007, no significant changes have been made to the methodology utilized to value assets acquired or
liabilities assumed. Our estimates of the fair values of assets acquired and liabilities assumed
have proved to be reliable in the past.
Given the nature of the evaluation of the fair value of assets acquired and liabilities
assumed and the application to specific assets and liabilities, it is not possible to reasonably
quantify the impact of changes in these assumptions.
Share-Based Compensation. We have historically compensated our executives and employees, in
part, with stock options and restricted stock. Based on the requirements of the Stock Compensation
Topic of the ASC, we accounted for stock option and restricted stock awards in 2007, 2008 and 2009
using a fair-value based method, resulting in compensation expense for stock-based awards being
recorded in our consolidated statements of income (loss). Determining the fair value of stock-based
awards at the grant date requires judgment, including estimating the expected term of stock
options, the expected volatility of our stock and expected dividends. In addition, judgment is
required in estimating the amount of stock-based awards that are expected to be forfeited. Because
the determination of these various assumptions is subject to significant management judgment and
different assumptions could result in material differences in amounts recorded in our consolidated
financial statements, management believes that accounting estimates related to the valuation of
stock-based awards are critical.
The assumptions used to estimate the fair market value of our stock options are based on
historical and expected performance of our common shares in the open market, expectations with
regard to the pattern with which our employees will exercise their options and the likelihood that
dividends will be paid to holders of our common shares. For the years ended December 31, 2009, 2008
and 2007, no significant changes have been made to the methodology utilized to determine the
assumptions used in these calculations.
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