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-99.2 - EX-99.2 - NABORS INDUSTRIES LTD | h78282exv99w2.htm |
EX-23.1 - EX-23.1 - NABORS INDUSTRIES LTD | h78282exv23w1.htm |
EX-99.1 - EX-99.1 - NABORS INDUSTRIES LTD | h78282exv99w1.htm |
EXHIBIT 99.3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX
Page No. | ||||
Report of Independent Registered Public Accounting Firm |
2 | |||
Consolidated Balance Sheets as of December 31, 2009 and 2008 |
3 | |||
Consolidated Statements of Income (Loss) for the Years Ended December 31, 2009, 2008 and 2007 |
4 | |||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007 |
5 | |||
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2009, 2008 and 2007 |
6 8 | |||
Notes to Consolidated Financial Statements |
9 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Nabors Industries Ltd.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated
statements of income (loss), changes in equity and cash flows present fairly, in all material
respects, the financial position of Nabors Industries Ltd. and its subsidiaries at December 31,
2009 and 2008, and the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2009 in conformity with accounting principles generally accepted
in the United States of America. In addition, in our opinion, the financial statement schedule
listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related consolidated financial
statements. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2009, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for these financial statements
and financial statement schedule, for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in Managements Report on Internal Control over Financial Reporting appearing under Item
9A. Our responsibility is to express opinions on these financial statements, on the financial
statement schedule, and on the Companys internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As discussed in Note 2 to the consolidated financial statements, the Company changed the
manner in which it accounts for convertible debt instruments and participating securities included
in the computation of earnings per share as of January 1, 2009. Additionally, as discussed in Note
2 to the consolidated financial statements, the Company changed the manner in which its oil and gas
reserves are estimated, and its unconsolidated oil and gas joint ventures changed the manner in
which their oil and gas reserves are estimated as well as the manner in which prices are determined
to calculate the ceiling limit on capitalized oil and gas costs as of December 31, 2009.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Houston, Texas
February 26, 2010, except for Note 20, as to which the date is December 13, 2010
February 26, 2010, except for Note 20, as to which the date is December 13, 2010
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
December 31, | ||||||||
(In thousands, except per share amounts) | 2009 | 2008 | ||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 927,815 | $ | 442,087 | ||||
Short-term investments |
163,036 | 142,158 | ||||||
Accounts receivable, net |
724,040 | 1,160,768 | ||||||
Inventory |
100,819 | 150,118 | ||||||
Deferred income taxes |
125,163 | 28,083 | ||||||
Other current assets |
135,791 | 243,379 | ||||||
Total current assets |
2,176,664 | 2,166,593 | ||||||
Long-term investments and other receivables |
100,882 | 239,952 | ||||||
Property, plant and equipment, net |
7,646,050 | 7,331,959 | ||||||
Goodwill |
164,265 | 175,749 | ||||||
Investment in unconsolidated affiliates |
306,608 | 411,727 | ||||||
Other long-term assets |
250,221 | 191,919 | ||||||
Total assets |
$ | 10,644,690 | $ | 10,517,899 | ||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 163 | $ | 225,030 | ||||
Trade accounts payable |
226,423 | 424,908 | ||||||
Accrued liabilities |
346,337 | 367,393 | ||||||
Income taxes payable |
35,699 | 111,528 | ||||||
Total current liabilities |
608,622 | 1,128,859 | ||||||
Long-term debt |
3,940,605 | 3,600,533 | ||||||
Other long-term liabilities |
240,057 | 247,560 | ||||||
Deferred income taxes |
673,427 | 622,523 | ||||||
Total liabilities |
5,462,711 | 5,599,475 | ||||||
Commitments and contingencies (Note 16) |
||||||||
Equity: |
||||||||
Shareholders equity: |
||||||||
Common shares, par value $.001 per share: |
||||||||
Authorized common shares 800,000; issued 313,915
and 312,343, respectively |
314 | 312 | ||||||
Capital in excess of par value |
2,239,323 | 2,129,415 | ||||||
Accumulated other comprehensive income |
292,706 | 53,520 | ||||||
Retained earnings |
3,613,186 | 3,698,732 | ||||||
Less: treasury shares, at cost, 29,414 common shares |
(977,873 | ) | (977,873 | ) | ||||
Total shareholders equity |
5,167,656 | 4,904,106 | ||||||
Noncontrolling interest |
14,323 | 14,318 | ||||||
Total equity |
5,181,979 | 4,918,424 | ||||||
Total liabilities and equity |
$ | 10,644,690 | $ | 10,517,899 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Year Ended December 31, | ||||||||||||
(In thousands, except per share amounts) | 2009 | 2008 | 2007 | |||||||||
Revenues and other income: |
||||||||||||
Operating revenues |
$ | 3,683,419 | $ | 5,507,542 | $ | 4,938,748 | ||||||
Earnings (losses) from unconsolidated affiliates |
(155,433 | ) | (192,548 | ) | 20,980 | |||||||
Investment income (loss) |
25,599 | 21,412 | (16,290 | ) | ||||||||
Total revenues and other income |
3,553,585 | 5,336,406 | 4,943,438 | |||||||||
Costs and other deductions: |
||||||||||||
Direct costs |
2,001,404 | 3,100,613 | 2,763,462 | |||||||||
General and administrative expenses |
428,161 | 479,194 | 436,274 | |||||||||
Depreciation and amortization |
667,100 | 614,367 | 469,669 | |||||||||
Depletion |
9,417 | 22,308 | 30,904 | |||||||||
Interest expense |
266,039 | 196,718 | 154,919 | |||||||||
Losses (gains) on sales and retirements of
long-lived assets and other expense (income),
net |
12, 559 | 15,829 | 11,777 | |||||||||
Impairments and other charges |
330,976 | 176,123 | 41,017 | |||||||||
Total costs and other deductions |
3,715,656 | 4,605,152 | 3,908,022 | |||||||||
Income (loss) from continuing operations before
income taxes |
(162,071 | ) | 731,254 | 1,035,416 | ||||||||
Income tax expense (benefit): |
||||||||||||
Current |
69,532 | 188,832 | 227,951 | |||||||||
Deferred |
(203,335 | ) | 20,828 | (26,055 | ) | |||||||
Total income tax expense (benefit) |
(133,803 | ) | 209,660 | 201,896 | ||||||||
Income (loss) from continuing operations, net of tax |
(28,268 | ) | 521,594 | 833,520 | ||||||||
Income from discontinued operations, net of tax |
(57,620 | ) | (41,930 | ) | 31,762 | |||||||
Net income (loss) |
(85,888 | ) | 479,664 | 865,282 | ||||||||
Less: Net (income) loss attributable to
noncontrolling interest |
342 | (3,927 | ) | 420 | ||||||||
Net income (loss) attributable to Nabors |
$ | (85,546 | ) | $ | 475,737 | $ | 865,702 | |||||
Earnings (losses) per Nabors share: |
||||||||||||
Basic from continuing operations |
$ | (.10 | ) | $ | 1.84 | $ | 2.97 | |||||
Basic from discontinued operations |
(.20 | ) | (.15 | ) | .11 | |||||||
Total Basic |
$ | (.30 | ) | $ | 1.69 | $ | 3.08 | |||||
Diluted from continuing operations |
$ | (.10 | ) | $ | 1.80 | $ | 2.89 | |||||
Diluted from discontinued operations |
(.20 | ) | (.15 | ) | .11 | |||||||
Total Diluted |
$ | (.30 | ) | $ | 1.65 | $ | 3.00 | |||||
Weighted-average number of common shares
outstanding: |
||||||||||||
Basic |
283,326 | 281,622 | 281,238 | |||||||||
Diluted |
283,326 | 288,236 | 288,226 | |||||||||
The details of credit-related impairments to
investments is presented below: |
||||||||||||
(In thousands) |
||||||||||||
Other-than-temporary impairment on debt security |
$ | 40,300 | ||||||||||
Less: other-than-temporary impairment recognized in
accumulated other comprehensive income (loss) |
(4,651 | ) | ||||||||||
Credit-related impairment on investment (1) |
$ | 35,649 | ||||||||||
(1) | Included in Impairments and other charges (Note 3) |
The accompanying notes are an integral part of these consolidated financial statements.
4
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) attributable to Nabors |
$ | (85,546 | ) | $ | 475,737 | $ | 865,702 | |||||
Adjustments to net income (loss): |
||||||||||||
Depreciation and amortization |
668,415 | 614,367 | 474,016 | |||||||||
Depletion |
11,078 | 25,442 | 31,165 | |||||||||
Deferred income tax expense (benefit) |
(218,760 | ) | 17,315 | (62,893 | ) | |||||||
Deferred financing costs amortization |
6,133 | 7,661 | 8,352 | |||||||||
Pension liability amortization and adjustments |
844 | 160 | 277 | |||||||||
Discount amortization on long-term debt |
86,802 | 123,739 | 127,887 | |||||||||
Amortization of loss on hedges |
580 | 548 | 551 | |||||||||
Impairments and other charges |
339,129 | 176,123 | 41,017 | |||||||||
Losses on long-lived assets, net |
12,339 | 9,644 | 4,318 | |||||||||
Losses (gains) on investments, net |
(9,954 | ) | 18,736 | 61,395 | ||||||||
Gains on debt retirement, net |
(11,197 | ) | (12,248 | ) | | |||||||
Gain on disposition of Sea Mar business |
| | (49,500 | ) | ||||||||
Losses on derivative instruments |
338 | 4,783 | 1,347 | |||||||||
Share-based compensation |
106,725 | 45,401 | 30,176 | |||||||||
Foreign currency transaction losses (gains), net |
8,372 | (2,718 | ) | (3,223 | ) | |||||||
Equity in (earnings) losses of unconsolidated
affiliates, net of dividends |
229,813 | 236,763 | (5,136 | ) | ||||||||
Changes in operating assets and liabilities, net of effects
from acquisitions: |
||||||||||||
Accounts receivable |
450,530 | (157,697 | ) | 93,490 | ||||||||
Inventory |
52,995 | (26,774 | ) | (28,668 | ) | |||||||
Other current assets |
205,108 | (81,764 | ) | (47,959 | ) | |||||||
Other long-term assets |
(22,233 | ) | (85,231 | ) | (117,237 | ) | ||||||
Trade accounts payable and accrued liabilities |
(146,470 | ) | 38,129 | 4,501 | ||||||||
Income taxes payable |
(62,535 | ) | 24,043 | (80,692 | ) | |||||||
Other long-term liabilities |
(5,534 | ) | 10,665 | 46,023 | ||||||||
Net cash provided by operating activities |
1,616,972 | 1,462,824 | 1,394,909 | |||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of investments |
(32,674 | ) | (269,983 | ) | (378,318 | ) | ||||||
Sales and maturities of investments |
57,033 | 521,613 | 860,385 | |||||||||
Cash paid for acquisition of businesses, net |
| (287 | ) | (8,391 | ) | |||||||
Investment in unconsolidated affiliates |
(125,076 | ) | (271,309 | ) | (278,100 | ) | ||||||
Capital expenditures |
(1,093,435 | ) | (1,506,979 | ) | (2,039,180 | ) | ||||||
Proceeds from sales of assets and insurance claims |
31,375 | 69,842 | 162,055 | |||||||||
Proceeds from sale of Sea Mar business |
| | 194,332 | |||||||||
Net cash used for investing activities |
(1,162,777 | ) | (1,457,103 | ) | (1,487,217 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Increase (decrease) in cash overdrafts |
(18,157 | ) | 23,858 | (38,416 | ) | |||||||
Proceeds from long-term debt |
1,124,978 | 962,901 | | |||||||||
Debt issuance costs |
(8,832 | ) | (7,324 | ) | | |||||||
Proceeds from issuance of common shares |
11,249 | 56,630 | 61,620 | |||||||||
Reduction in long-term debt |
(1,081,801 | ) | (836,511 | ) | | |||||||
Repurchase of equity component of convertible debt |
(6,586 | ) | | | ||||||||
Repurchase of common shares |
| (281,101 | ) | (102,451 | ) | |||||||
Purchase of restricted stock |
(1,515 | ) | (13,061 | ) | (1,811 | ) | ||||||
Tax benefit related to share-based awards |
37 | 5,369 | 2,159 | |||||||||
Net cash provided by (used for) financing activities |
19,373 | (89,239 | ) | (78,899 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents |
12,160 | (5,701 | ) | 1,964 | ||||||||
Net increase in cash and cash equivalents |
485,728 | (89,219 | ) | (169,243 | ) | |||||||
Cash and cash equivalents, beginning of period |
442,087 | 531,306 | 700,549 | |||||||||
Cash and cash equivalents, end of period |
$ | 927,815 | $ | 442,087 | $ | 531,306 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common | ||||||||||||||||||||||||||||||||||||||||
Shares | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||
Unrealized | ||||||||||||||||||||||||||||||||||||||||
Gains | ||||||||||||||||||||||||||||||||||||||||
Capital in | (Losses) on | Cumulative | ||||||||||||||||||||||||||||||||||||||
Par | Excess of Par | Marketable | Translation | Retained | Treasury | Noncontrolling | Total | |||||||||||||||||||||||||||||||||
(In thousands) | Shares | Value | Value | Securities | Adjustment | Other | Earnings | Shares | Interest | Equity | ||||||||||||||||||||||||||||||
Balances, December 31, 2006 |
299,333 | $ | 299 | $ | 2,060,747 | $ | 33,400 | $ | 171,160 | $ | (3,299 | ) | $ | 2,402,277 | $ | (775,484 | ) | $ | 14,971 | $ | 3,904,071 | |||||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||||||||||
Net income (loss) |
865,702 | (420 | ) | 865,282 | ||||||||||||||||||||||||||||||||||||
Translation adjustment |
153,487 | 2,243 | 155,730 | |||||||||||||||||||||||||||||||||||||
Unrealized gains/(losses) on marketable
securities, net of income taxes of $704 |
14,164 | 14,164 | ||||||||||||||||||||||||||||||||||||||
Less: reclassification adjustment for
(gains)/losses included in net income,
net of income taxes of $2,664 |
(47,283 | ) | (47,283 | ) | ||||||||||||||||||||||||||||||||||||
Pension liability amortization, net of
income taxes of $101 |
176 | 176 | ||||||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of
income taxes of $319 |
679 | 679 | ||||||||||||||||||||||||||||||||||||||
Amortization of loss on cash flow hedges |
151 | 151 | ||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
| | | (33,119 | ) | 153,487 | 1,006 | 865,702 | | 1,823 | 988,899 | |||||||||||||||||||||||||||||
Cumulative effect of adoption for uncertain
tax positions |
(44,984 | ) | (44,984 | ) | ||||||||||||||||||||||||||||||||||||
Investment in noncontrolling interest |
33 | 33 | ||||||||||||||||||||||||||||||||||||||
Distributions from noncontrolling interest |
(2,908 | ) | (2,908 | ) | ||||||||||||||||||||||||||||||||||||
Disposition of operations relating to Sea
Mar business from noncontrolling interest |
549 | 549 | ||||||||||||||||||||||||||||||||||||||
Issuance of common shares for stock options
exercised, net of surrender of unexercised
stock options |
4,521 | 5 | 61,615 | 61,620 | ||||||||||||||||||||||||||||||||||||
Nabors Exchangeco shares exchanged |
51 | | ||||||||||||||||||||||||||||||||||||||
Repurchase of 3,782 treasury shares |
(102,451 | ) | (102,451 | ) | ||||||||||||||||||||||||||||||||||||
Tax benefit related to share-based awards |
(17,147 | ) | (17,147 | ) | ||||||||||||||||||||||||||||||||||||
Restricted stock awards, net |
1,553 | 1 | (1,812 | ) | (1,811 | ) | ||||||||||||||||||||||||||||||||||
Share-based compensation, net of tender
offer for stock options |
30,176 | 30,176 | ||||||||||||||||||||||||||||||||||||||
Subtotal |
6,125 | 6 | 72,832 | | | | (44,984 | ) | (102,451 | ) | (2,326 | ) | (76,923 | ) | ||||||||||||||||||||||||||
Balances, December 31, 2007 |
305,458 | $ | 305 | $ | 2,133,579 | $ | 281 | $ | 324,647 | $ | (2,293 | ) | $ | 3,222,995 | $ | (877,935 | ) | $ | 14,468 | $ | 4,816,047 | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common | ||||||||||||||||||||||||||||||||||||||||
Shares | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||
Unrealized | ||||||||||||||||||||||||||||||||||||||||
Gains | ||||||||||||||||||||||||||||||||||||||||
Capital in | (Losses) on | Cumulative | ||||||||||||||||||||||||||||||||||||||
Par | Excess of | Marketable | Translation | Retained | Treasury | Noncontrolling | ||||||||||||||||||||||||||||||||||
(In thousands) | Shares | Value | Par Value | Securities | Adjustment | Other | Earnings | Shares | Interest | Total Equity | ||||||||||||||||||||||||||||||
Balances, December 31, 2007 |
305,458 | $ | 305 | $ | 2,133,579 | $ | 281 | $ | 324,647 | $ | (2,293 | ) | $ | 3,222,995 | $ | (877,935 | ) | $ | 14,468 | $ | 4,816,047 | |||||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||||||||||
Net income |
475,737 | 3,927 | 479,664 | |||||||||||||||||||||||||||||||||||||
Translation adjustment |
(228,865 | ) | (2,537 | ) | (231,402 | ) | ||||||||||||||||||||||||||||||||||
Unrealized gains/(losses) on marketable
securities, net of income tax benefit
of $4,374 |
(37,190 | ) | (37,190 | ) | ||||||||||||||||||||||||||||||||||||
Less: reclassification adjustment for
(gains)/ losses included in net
income, net of income taxes of $129 |
(51 | ) | (51 | ) | ||||||||||||||||||||||||||||||||||||
Pension liability amortization, net of
income taxes of $56 |
104 | 104 | ||||||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of
income tax benefit of $1,915 |
(3,009 | ) | (3,009 | ) | ||||||||||||||||||||||||||||||||||||
Unrealized gain/(loss) and
amortization of (gains)/losses on cash
flow hedges, net of income taxes of
$163 |
(104 | ) | (104 | ) | ||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
| | | (37,241 | ) | (228,865 | ) | (3,009 | ) | 475,737 | | 1,390 | 208,012 | |||||||||||||||||||||||||||
Issuance of common shares for stock
options exercised |
2,480 | 2 | 56,628 | 56,630 | ||||||||||||||||||||||||||||||||||||
Distributions from noncontrolling interest |
(1,540 | ) | (1,540 | ) | ||||||||||||||||||||||||||||||||||||
Nabors Exchangeco shares exchanged |
16 | | ||||||||||||||||||||||||||||||||||||||
Issuance of 5,246 treasury shares related
to conversion of notes |
(181,163 | ) | 181,163 | | ||||||||||||||||||||||||||||||||||||
Repurchase of 8,538 treasury shares |
(281,101 | ) | (281,101 | ) | ||||||||||||||||||||||||||||||||||||
Repurchase of equity component of
convertible debt |
(35 | ) | (35 | ) | ||||||||||||||||||||||||||||||||||||
Tax benefit related to the redemption of
convertible debt |
81,789 | 81,789 | ||||||||||||||||||||||||||||||||||||||
Tax benefit related to share-based awards |
6,282 | 6,282 | ||||||||||||||||||||||||||||||||||||||
Restricted stock awards, net |
4,389 | 5 | (13,066 | ) | (13,061 | ) | ||||||||||||||||||||||||||||||||||
Share-based compensation |
45,401 | 45,401 | ||||||||||||||||||||||||||||||||||||||
Subtotal |
6,885 | 7 | (4,164 | ) | | | | | (99,938 | ) | (1,540 | ) | (105,635 | ) | ||||||||||||||||||||||||||
Balances, December 31, 2008 |
312,343 | $ | 312 | $ | 2,129,415 | $ | (36,960 | ) | $ | 95,782 | $ | (5,302 | ) | $ | 3,698,732 | $ | (977,873 | ) | $ | 14,318 | $ | 4,918,424 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common | ||||||||||||||||||||||||||||||||||||||||
Shares | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||
Unrealized | ||||||||||||||||||||||||||||||||||||||||
Gains | ||||||||||||||||||||||||||||||||||||||||
Capital in | (Losses) on | Cumulative | ||||||||||||||||||||||||||||||||||||||
Par | Excess of | Marketable | Translation | Retained | Treasury | Noncontrolling | ||||||||||||||||||||||||||||||||||
(In thousands) | Shares | Value | Par Value | Securities | Adjustment | Other | Earnings | Shares | Interest | Total Equity | ||||||||||||||||||||||||||||||
Balances, December 31, 2008 |
312,343 | $ | 312 | $ | 2,129,415 | $ | (36,960 | ) | $ | 95,782 | $ | (5,302 | ) | $ | 3,698,732 | $ | (977,873 | ) | $ | 14,318 | $ | 4,918,424 | ||||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||||||||||
Net income (loss) |
(85,546 | ) | (342 | ) | (85,888 | ) | ||||||||||||||||||||||||||||||||||
Translation adjustment |
150,290 | 2,024 | 152,314 | |||||||||||||||||||||||||||||||||||||
Unrealized gains/(losses) on
marketable securities, net of income
tax benefit of $839 |
36,727 | 36,727 | ||||||||||||||||||||||||||||||||||||||
Unrealized gains/(losses) on
adjusted basis for marketable debt
security, net of income taxes of $1,199 |
1,956 | 1,956 | ||||||||||||||||||||||||||||||||||||||
Less: reclassification adjustment
for (gains)/losses included in net
income, net of income tax benefit of $4,921 |
49,386 | 49,386 | ||||||||||||||||||||||||||||||||||||||
Pension liability amortization, net
of income taxes of $325 |
519 | 519 | ||||||||||||||||||||||||||||||||||||||
Pension liability adjustment, net of
income taxes of $89 |
130 | 130 | ||||||||||||||||||||||||||||||||||||||
Amortization of (gains)/ losses on
cash flow hedges, net of income tax
benefit of $18 |
178 | 178 | ||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
| | | 88,069 | 150,290 | 827 | (85,546 | ) | | 1,682 | 155,322 | |||||||||||||||||||||||||||||
Issuance of common shares for stock
options exercised, net of surrender of
unexercised stock options |
1,476 | 2 | 11,247 | 11,249 | ||||||||||||||||||||||||||||||||||||
Distributions from noncontrolling interest |
(1,677 | ) | (1,677 | ) | ||||||||||||||||||||||||||||||||||||
Nabors Exchangeco shares exchanged |
105 | | ||||||||||||||||||||||||||||||||||||||
Repurchase of equity component of
convertible debt |
(6,586 | ) | (6,586 | ) | ||||||||||||||||||||||||||||||||||||
Tax benefit related to stock option
exercises |
37 | 37 | ||||||||||||||||||||||||||||||||||||||
Restricted stock awards, net |
(9 | ) | (1,515 | ) | (1,515 | ) | ||||||||||||||||||||||||||||||||||
Share-based compensation |
106,725 | 106,725 | ||||||||||||||||||||||||||||||||||||||
Subtotal |
1,572 | 2 | 109,908 | | | | | | (1,677 | ) | 108,233 | |||||||||||||||||||||||||||||
Balances, December 31, 2009 |
313,915 | $ | 314 | $ | 2,239,323 | $ | 51,109 | $ | 246,072 | $ | (4,475 | ) | $ | 3,613,186 | $ | (977,873 | ) | $ | 14,323 | $ | 5,181,979 | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
Nabors Industries Ltd. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Nature of Operations
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.
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. 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. During the third quarter of 2007 we sold our Sea Mar business,
previously included in Other Operating Segments, to an unrelated third party. Accordingly, the
accompanying consolidated statements of income (loss), and certain accompanying notes to the
consolidated financial statements, have been updated to retroactively reclassify the operating
results of these assets, as discontinued operations for all periods presented. See Note 20
Discontinued Operations for additional discussion.
The accompanying consolidated financial statements and related footnotes are presented in
accordance with accounting principles generally accepted in the United States of America (GAAP).
Certain reclassifications have been made to prior periods to conform to the current period
presentation, with no effect on our consolidated financial position, results of operations or cash
flows.
As used in the Report, we, us, our, the Company and Nabors means Nabors Industries
Ltd. and, where the context requires, includes our subsidiaries and Nabors Delaware means Nabors
Industries, Inc., a Delaware corporation, and our subsidiaries.
Note 2 Summary of Significant Accounting Policies
Principles of Consolidation
Our consolidated financial statements include the accounts of Nabors, as well as all majority
owned and non-majority owned subsidiaries required to be consolidated under GAAP. Our consolidated
financial statements
9
exclude majority owned entities for which we do not have either (1) the ability to control the
operating and financial decisions and policies of that entity or (2) a controlling financial
interest in a variable interest entity. All significant intercompany accounts and transactions are
eliminated in consolidation.
Investments in operating entities where we have the ability to exert significant influence,
but where we do not control operating and financial policies, are accounted for using the equity
method. Our share of the net income (loss) of these entities is recorded as earnings (losses) from
unconsolidated affiliates in our consolidated statements of income (loss), and our investment in
these entities is included as a single amount in our consolidated balance sheets. Investments in
unconsolidated affiliates accounted for using the equity method totaled $305.7 million and $410.8
million and investments in unconsolidated affiliates accounted for using the cost method totaled
$.9 million as of each December 31, 2009 and 2008, respectively. Similarly, investments in certain
offshore funds classified as non-marketable are accounted for using the equity method of accounting
based on our ownership interest in each fund.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and various other short-term investments
with original maturities of three months or less.
Investments
Short-term investments
Short-term investments consist of equity securities, certificates of deposit, corporate debt
securities, U.S.- government debt securities, foreign-government debt securities, mortgage-backed
debt securities and asset-backed debt securities. Securities classified as available-for-sale or
trading are stated at fair value. Unrealized holding gains and temporary losses for
available-for-sale securities are excluded from earnings and, until realized, are reported net of
taxes in a separate component of equity. Unrealized holding losses are included in earnings during
the period for which the loss is determined to be other-than-temporary. Gains and losses from
changes in the market value of securities classified as trading are reported in earnings currently.
In computing realized gains and losses on the sale of equity securities, the
specific-identification method is used. In accordance with this method, the cost of the equity
securities sold is determined using the specific cost of the security when originally purchased.
Long-term investments and other receivables
Our 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. We have also invested in overseas funds that invest primarily in a variety of
public and private U.S. and non-U.S. securities (including asset-backed and mortgage-backed
securities, global structured-asset securitizations, whole-loan mortgages, and participations in
whole loans and whole-loan mortgages). These investments are classified as non-marketable, because
they do not have published fair values. We account for these funds under the equity method of
accounting based on our percentage ownership interest and recognize gains or losses, as investment
income (loss), currently based on changes in the net asset value of our investment during the
current period.
Inventory
Inventory is stated at the lower of cost or market. Cost is determined using the first-in,
first-out method and includes the cost of materials, labor and manufacturing overhead.
Property, Plant and Equipment
Property, plant and equipment, including renewals and betterments, are stated at cost, while
maintenance and repairs are expensed currently. Interest costs applicable to the construction of
qualifying assets are capitalized as a component of the cost of such assets. We provide for the
depreciation of our drilling and workover rigs using 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 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 used, after
provision for salvage value.
10
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). Amortization of
capitalized leases is included in depreciation and amortization expense. Upon retirement or other
disposal of fixed assets, the cost and related accumulated depreciation are removed from the
respective accounts and any gains or losses are included in our results of operations.
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. Impairment charges
are recorded using discounted cash flows which requires the estimation of dayrates and utilization,
and such estimates can change based on market conditions, technological advances in the industry or
changes in regulations governing the industry. Significant and unanticipated changes to the
assumptions could result in future impairments. 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. 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.
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. We consider the fair value estimates a Level 3 fair
value measurement. 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 further discussed below 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 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 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 further discussed below 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
11
average price, adjusted for the impact of derivatives accounted for as cash flow hedges
as prescribed by the Securities and Exchange Commission (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 unconsolidated oil and gas 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 a reduction to the
estimation of reserve quantities could continue to result in future impairment charges to our oil
and gas properties.
Goodwill
Goodwill represents the cost in excess of fair value of the net assets of companies acquired.
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 the reporting
unit exceeds its fair value. 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. See Note 3 Impairments and Other Charges for
discussion of goodwill impairments.
The change in the carrying amount of goodwill for our various Contract Drilling segments and
our Other Operating Segments for the years ended December 31, 2009 and 2008 was as follows:
Acquisitions | ||||||||||||||||||||
and | ||||||||||||||||||||
Balance as of | Purchase | Cumulative | Balance as of | |||||||||||||||||
December 31, | Price | Translation | December 31, | |||||||||||||||||
(In thousands) | 2007 | Adjustments | Impairments | Adjustment | 2008 | |||||||||||||||
Contract Drilling: |
||||||||||||||||||||
U.S. Lower 48 Land Drilling |
$ | 30,154 | $ | | $ | | $ | | $ | 30,154 | ||||||||||
U.S. Land Well-servicing |
50,839 | | | | 50,839 | |||||||||||||||
U.S. Offshore |
18,003 | | | | 18,003 | |||||||||||||||
Alaska |
19,995 | | | | 19,995 | |||||||||||||||
Canada |
181,267 | | (145,447 | ) (1) | (35,820 | ) | | |||||||||||||
International |
18,983 | | | | 18,983 | |||||||||||||||
Subtotal Contract Drilling |
319,241 | | (145,447 | ) | (35,820 | ) | 137,974 | |||||||||||||
Other Operating Segments |
49,191 | 284 | (4,561 | ) (2) | (7,139 | ) | 37,775 | |||||||||||||
Total |
$ | 368,432 | $ | 284 | $ | (150,008 | ) | $ | (42,959 | ) | $ | 175,749 | ||||||||
Acquisitions | ||||||||||||||||||||
and | ||||||||||||||||||||
Balance as of | Purchase | Cumulative | Balance as of | |||||||||||||||||
December 31, | Price | Translation | December 31, | |||||||||||||||||
(In thousands) | 2008 | Adjustments | Impairments | Adjustment | 2009 | |||||||||||||||
Contract Drilling: |
||||||||||||||||||||
U.S. Lower 48 Land Drilling |
$ | 30,154 | $ | | | | 30,154 | |||||||||||||
U.S. Land Well-servicing |
50,839 | | | | 50,839 | |||||||||||||||
U.S. Offshore |
18,003 | | | | 18,003 | |||||||||||||||
Alaska |
19,995 | | | | 19,995 | |||||||||||||||
International |
18,983 | | | | 18,983 | |||||||||||||||
Subtotal Contract Drilling |
137,974 | | | | 137,974 | |||||||||||||||
Other Operating Segments |
37,775 | | (14,689 | ) (2) | 3,205 | 26,291 | ||||||||||||||
Total |
$ | 175,749 | $ | | $ | (14,689 | ) | $ | 3,205 | $ | 164,265 | |||||||||
(1) | Represents goodwill impairment associated with our Canada Well-servicing and Drilling segment primarily relating to acquisitions of Enserco Energy Services Company, Inc. in 2002 and Command Drilling |
12
Corporation in 2001. As of December 31, 2009, Canada Well-servicing and Drilling segment no longer had any recorded goodwill. | ||
(2) | Represents goodwill impairment associated with Nabors Blue Sky Ltd., a Canadian subsidiary, included in our Other Operating segment. The impairment charges to Nabors Blue Sky were deemed necessary due to the continued deterioration of the downturn in the oil and gas industry in Canada which has led to diminished demand for immediate heliportable access to remote drilling sites. As of December 31, 2009, Nabors Blue Sky Ltd has no recorded goodwill. |
Our Oil and Gas segment does not have any goodwill. Goodwill for the consolidated company,
totaling approximately $6.2 million, is expected to be deductible for tax purposes.
Derivative Financial Instruments
We record derivative financial instruments (including certain derivative instruments embedded
in other contracts) in our consolidated balance sheets at fair value as either assets or
liabilities. The accounting for changes in the fair value of a derivative instrument depends on the
intended use of the derivative and the resulting designation, which is established at the inception
of a derivative. Accounting for derivatives qualifying as fair value hedges allows a derivatives
gains and losses to offset related results on the hedged item in the statement of income. For
derivative instruments designated as cash flow hedges, changes in fair value, to the extent the
hedge is effective, are recognized in other comprehensive income until the hedged item is
recognized in earnings. Hedge effectiveness is measured quarterly based on the relative cumulative
changes in fair value between the derivative contract and the hedged item over time. Any change in
fair value resulting from ineffectiveness is recognized immediately in earnings. Any change in fair
value of derivative financial instruments that are speculative in nature and do not qualify for
hedge accounting treatment is also recognized immediately in earnings. Proceeds received upon
termination of derivative financial instruments qualifying as fair value hedges are deferred and
amortized into income over the remaining life of the hedged item using the effective interest rate
method.
Litigation and Insurance Reserves
We estimate our reserves related to litigation and insurance based on the facts and
circumstances specific to the litigation and insurance claims and our past experience with similar
claims. We maintain actuarially determined accruals in our consolidated balance sheets to cover
self-insurance retentions. See Note 16 Commitments and Contingencies regarding self-insurance
accruals. We estimate the range of our liability related to pending litigation when we believe the
amount and range of loss can be estimated. We record our best estimate of a loss when the loss is
considered probable. When a liability is probable and there is a range of estimated loss with no
best estimate in the range, we record the minimum estimated liability related to the lawsuits or
claims. As additional information becomes available, we assess the potential liability related to
our pending litigation and claims and revise our estimates.
Revenue Recognition
We recognize revenues and costs on daywork contracts daily as the work progresses. For certain
contracts, we receive lump-sum payments for the mobilization of rigs and other drilling equipment.
We defer revenue related to mobilization periods and recognize the revenue over the term of the
related drilling contract. Costs incurred related to a mobilization period for which a contract is
secured are deferred and recognized over the term of the related drilling contract. Costs incurred
to relocate rigs and other drilling equipment to areas in which a contract has not been secured are
expensed as incurred. We defer recognition of revenue on amounts received from customers for
prepayment of services until those services are provided.
We recognize revenue for top drives and instrumentation systems we manufacture when the
earnings process is complete. This generally occurs when products have been shipped, title and risk
of loss have been transferred, collectibility is probable, and pricing is fixed and determinable.
We recognize, as operating revenue, proceeds from business interruption insurance claims in
the period that the applicable proof of loss documentation is received. Proceeds from casualty
insurance settlements in excess of the carrying value of damaged assets are recognized in losses
(gains) on sales and retirements of long-lived assets and other expense (income), net in the period
that the applicable proof of loss documentation is received. Proceeds from casualty insurance
settlements that are expected to be less than the carrying value of damaged assets are recognized
13
at the time the loss is incurred and recorded in losses (gains) on sales and retirements of
long-lived assets and other expense (income), net.
We recognize reimbursements received for out-of-pocket expenses incurred as revenues and
account for out-of-pocket expenses as direct costs.
We recognize revenue on our interests in oil and gas properties as production occurs and title
passes. We also recognize, as operating revenues, gains on sales of our interests in oil and gas
properties when title passes and on our earnings associated with production contracts when
realized.
Share-Based Compensation
We record compensation expense for all share-based awards granted. The amount of compensation
expense recognized is based on the grant-date fair value. Note 6 Share-Based Compensation for
additional discussion.
Income Taxes
We are a Bermuda exempt company and are not subject to income taxes in Bermuda. Consequently,
income taxes have been provided based on the tax laws and rates in effect in the countries in which
our operations are conducted and income is earned. The income taxes in these jurisdictions vary
substantially. Our effective tax rate for financial statement purposes will continue to fluctuate
from year to year because our operations are conducted in different taxing jurisdictions.
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.
For U.S. and other jurisdictional income tax purposes, we have net operating and other loss
carryforwards that we are required to assess quarterly for potential valuation allowances. We
consider the sufficiency of existing temporary differences and expected future earnings levels in
determining the amount, if any, of valuation allowance required against such carryforwards and
against deferred tax assets.
We do not provide for U.S. or foreign income or withholding taxes on unremitted earnings of
all U.S. and certain foreign entities, as these earnings are considered permanently reinvested.
Unremitted earnings, represented by tax basis accumulated earnings and profits, totaled
approximately $105.0 million, $537.7 million and $477.6 million as of December 31, 2009, 2008 and
2007, respectively. It is not practicable to estimate the amount of deferred income taxes
associated with these unremitted earnings.
Nabors realizes an income tax benefit associated with certain awards issued under our stock
plans. We recognize the benefits related to tax deductions up to the amount of the compensation
expense recorded for the award in the consolidated statements of income (loss). Any excess tax
benefit (i.e., tax deduction in excess of compensation expense) is reflected as an increase in
capital in excess of par. Any shortfall is recorded as a reduction to capital in excess of par to
the extent of our aggregate accumulated pool of windfall benefits, beyond which the shortfall would
be recognized in the consolidated statements of income (loss).
Foreign Currency Translation
For certain of our foreign subsidiaries, such as those in Canada and Argentina, the local
currency is the functional currency, and therefore translation gains or losses associated with
foreign-denominated monetary accounts are accumulated in a separate section of the consolidated
statements of changes in equity. For our other international subsidiaries, the U.S. dollar is the
functional currency, and therefore local currency transaction gains and losses, arising from
remeasurement of payables and receivables denominated in local currency, are included in our
consolidated statements of income (loss).
14
Cash Flows
We treat the redemption price, including accrued original issue discount, on our convertible
debt instruments as a financing activity for purposes of reporting cash flows in our consolidated
statements of cash flows.
Use of Estimates
The preparation of 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. Actual
results could differ from such estimates. Areas where critical accounting estimates are made by
management include:
| financial instruments; | ||
| depreciation and amortization of property, plant and equipment; | ||
| impairment of long-lived assets; | ||
| impairment of goodwill and intangible assets; | ||
| impairment of oil and gas properties; | ||
| income taxes; | ||
| litigation and self-insurance reserves; | ||
| fair value of assets acquired and liabilities assumed; and | ||
| share-based compensation. |
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 Securities and Exchange Commission (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.
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.
15
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 that 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.
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. These 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.
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.
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 Securities Exchange Act of 1934 (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
December 31, 2009. 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.
16
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 set forth in Notes 3
Impairments and Other Charges and 4 Cash and Cash Equivalents and Investments.
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.
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.
Note 3 Impairments and Other Charges
The following table provides the components of impairments and other charges recorded during the
years ended December 31, 2009, 2008 and 2007:
Year Ended December 31, | ||||||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||||||
Goodwill impairments |
$ | 14,689 | $ | 150,008 | $ | | ||||||||||
Impairment of long-lived assets to be disposed
of other than by sale: |
||||||||||||||||
U.S. Offshore |
$ | 28,062 | ||||||||||||||
Alaska |
15,000 | |||||||||||||||
Canada |
17,930 | |||||||||||||||
International |
3,237 | |||||||||||||||
Total impairment of long-lived assets to be
disposed of other than by sale |
$ | 64,229 | 64,229 | | | |||||||||||
Impairment of other intangible assets |
| 4,578 | | |||||||||||||
Impairment of oil and gas-related assets: |
||||||||||||||||
Oil and gas financing receivable |
$ | 149,115 | ||||||||||||||
Oil and gas properties |
48,629 | |||||||||||||||
Total impairment of oil and gas-related assets |
$ | 197,744 | 197,744 | 21,537 | 41,017 | |||||||||||
Other-than-temporary impairment on equity
security |
18,665 | | | |||||||||||||
Other-than-temporary impairment on debt security |
$ | 40,300 | ||||||||||||||
Less other-than-temporary impairment
recognized in accumulated other
comprehensive income (loss) |
(4,651 | ) | ||||||||||||||
Credit-related impairment on investment |
$ | 35,649 | 35,649 | | | |||||||||||
Impairments and other charges |
$ | 330,976 | $ | 176,123 | $ | 41,017 | ||||||||||
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 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. We determined that the fair value estimated for purposes of this
test represented a Level 3 fair value measurement. The impairment charges were
17
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 Note 2 Summary of
Significant Accounting Policies (included under the caption Goodwill) for amounts of goodwill
related to each of our reporting units.
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. We determined that this represented a Level 3 fair value
measurement. A further protraction or continued period of lower commodity prices could result in
recognition of future impairment charges. During the years ended December 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 Note 2 Summary of
Significant Accounting Policies.
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 of time, 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.
18
Note 4 Cash and Cash Equivalents and Investments
Our cash and cash equivalents, short-term and long-term investments and other receivables
consisted of the following:
December 31, | December 31, | |||||||
(In thousands) | 2009 | 2008 | ||||||
Cash and cash equivalents |
$ | 927,815 | $ | 442,087 | ||||
Short-term investments: |
||||||||
Trading equity securities |
24,014 | 14,263 | ||||||
Available-for-sale equity securities |
93,651 | 55,453 | ||||||
Available-for-sale debt securities |
45,371 | 72,442 | ||||||
Total short-term investments |
163,036 | 142,158 | ||||||
Long-term investments and other receivables |
100,882 | 239,952 | ||||||
Total |
$ | 1,191,733 | $ | 824,197 | ||||
Certain information related to our cash and cash equivalents and short-term investments
follows:
December 31, | ||||||||||||||||||||||||
2009 | 2008 | |||||||||||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||||||||||
Unrealized | Unrealized | Unrealized | Unrealized | |||||||||||||||||||||
Fair | Holding | Holding | Fair | Holding | Holding | |||||||||||||||||||
(In thousands) | Value | Gains | Losses | Value | Gains | Losses | ||||||||||||||||||
Cash and cash equivalents |
$ | 927,815 | $ | | $ | | $ | 442,087 | $ | | $ | | ||||||||||||
Short-term investments: |
||||||||||||||||||||||||
Trading equity securities |
24,014 | 18,290 | | 14,263 | 8,538 | | ||||||||||||||||||
Available-for-sale equity securities |
93,651 | 50,211 | (357 | ) | 55,453 | 23,440 | (30,449 | ) | ||||||||||||||||
Available-for-sale debt securities: |
||||||||||||||||||||||||
Commercial paper and CDs |
1,284 | | | 1,119 | | | ||||||||||||||||||
Corporate debt securities |
33,852 | 3,162 | | 40,302 | | (32,322 | ) | |||||||||||||||||
U.S.-government debt securities |
| | | 1,816 | | | ||||||||||||||||||
Mortgage-backed debt securities |
861 | 23 | (20 | ) | 7,619 | 13 | (152 | ) | ||||||||||||||||
Mortgage-CMO debt securities |
5,411 | 71 | (182 | ) | 15,326 | 160 | (782 | ) | ||||||||||||||||
Asset-backed debt securities |
3,963 | | (803 | ) | 6,260 | | (1,150 | ) | ||||||||||||||||
Total available-for-sale debt
securities |
45,371 | 3,256 | (1,005 | ) | 72,442 | 173 | (34,406 | ) | ||||||||||||||||
Total available-for-sale securities |
139,022 | 53,467 | (1,362 | ) | 127,895 | 23,613 | (64,855 | ) | ||||||||||||||||
Total short-term investments |
163,036 | 71,757 | (1,362 | ) | 142,158 | 32,151 | (64,855 | ) | ||||||||||||||||
Total cash, cash equivalents and
short-term investments |
$ | 1,090,851 | $ | 71,757 | $ | (1,362 | ) | $ | 584,245 | $ | 32,151 | $ | (64,855 | ) | ||||||||||
19
Certain information related to the gross unrealized losses of our cash and cash equivalents
and short-term investments follows:
As of December 31, 2009 | ||||||||||||||||
Less Than 12 Months | More Than 12 Months | |||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | |||||||||||||||
(In thousands) | Fair Value | Loss | Fair Value | Loss | ||||||||||||
Available-for-sale equity securities |
$ | | $ | | $ | 727 | $ | 357 | ||||||||
Available-for-sale debt securities: (1) |
||||||||||||||||
Mortgage-backed debt securities |
| | 234 | 20 | ||||||||||||
Mortgage-CMO debt securities |
| | 2,296 | 182 | ||||||||||||
Asset-backed debt securities |
| | 3,922 | 803 | ||||||||||||
Total available-for-sale debt securities |
| | 6,452 | 1,005 | ||||||||||||
Total |
$ | | $ | | $ | 7,179 | $ | 1,362 | ||||||||
(1) | Our unrealized losses on available-for-sale debt securities held for more than one year are comprised of various types of securities. Each of these securities have a rating ranging from A to AAA from Standard & Poors and ranging from A2 to Aaa from Moodys Investors Service and is considered of high credit quality. In each case, we do not intend to sell these investments, and it is less likely than not that we will be required to sell them to satisfy our own cash flow and working capital requirements. We believe that we will be able to collect all amounts due according to the contractual terms of each investment and, therefore, do not consider the decline in value of these investments to be other-than-temporary at December 31, 2009. |
The estimated fair values of our corporate, mortgage-backed, mortgage-CMO and asset-backed
debt securities at December 31, 2009, classified by time to contractual maturity, are shown below.
Expected maturities differ from contractual maturities because the issuers of the securities may
have the right to repay obligations without prepayment penalties and we may elect to sell the
securities prior to the contractual maturity date.
Estimated | ||||
Fair Value | ||||
(In thousands) | December 31, 2009 | |||
Debt securities: |
||||
Due in one year or less |
$ | 7,187 | ||
Due after one year through five years |
12 | |||
Due in more than five years |
38,172 | |||
Total debt securities |
$ | 45,371 | ||
Certain information regarding our debt and equity securities is presented below:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Available-for-sale: |
||||||||||||
Proceeds from sales and maturities |
$ | 23,411 | $ | 202,382 | $ | 531,230 | ||||||
Realized gains (losses), net |
(54,314 | )(1) | 180 | 49,947 |
(1) | Includes other-than-temporary impairments of $18.7 million related to an equity security and a $35.6 million credit-related impairment to a corporate debt security. |
Note 5 Fair Value Measurements
Effective January 1, 2008, we provided enhanced disclosures about our assets and liabilities
carried at fair value as required by the provisions of the Fair Value Measurements and Disclosures
Topic of the ASC.
As defined in the ASC, fair value is the price that would be received upon sale of an asset or
paid upon transfer of a liability in an orderly transaction between market participants at the
measurement date (exit price). We utilize
20
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 subjective measure. |
The following table sets forth, by level within the fair value hierarchy, our financial assets
and liabilities that are accounted for at fair value on a recurring basis as of December 31, 2009.
Our financial assets and liabilities are classified in their entirety based on the lowest level of
input that is significant to the fair value measurement.
Recurring
Fair Value Measurements
Fair Value as of December 31, 2009 | ||||||||||||||||
Level | Level | Level | ||||||||||||||
(In thousands) | 1 | 2 | 3 | Total | ||||||||||||
Assets: |
||||||||||||||||
Short-term investments: |
||||||||||||||||
Available-for-sale equity securities |
$ | 93,651 | $ | | $ | | $ | 93,651 | ||||||||
Available-for-sale debt securities |
9,898 | 35,473 | | 45,371 | ||||||||||||
Trading securities |
24,014 | | | 24,014 | ||||||||||||
Total investments |
$ | 127,563 | $ | 35,473 | $ | | $ | 163,036 | ||||||||
Liabilities: |
||||||||||||||||
Derivative contract |
$ | | $ | 3,322 | $ | | $ | 3,322 | ||||||||
Nonrecurring Fair Value Measurements
Effective January 1, 2009, fair value measurements were applied with respect to our
nonfinancial assets and liabilities measured on a nonrecurring basis, which consists primarily of
goodwill, oil and gas financing receivables, intangible assets and other long-lived assets, assets
acquired and liabilities assumed in a business combination, and asset retirement obligations.
Refer to Note 3 Impairments and Other Charges for additional discussion.
Fair Value of Financial Instruments
The fair value of our financial instruments has been estimated in accordance with GAAP. The
fair value of our fixed rate long-term debt is estimated based on quoted market prices or prices
quoted from third-party financial institutions. The carrying and fair values of our long-term debt,
including the current portion, are as follows:
21
December 31, | ||||||||||||||||
2009 | 2008 | |||||||||||||||
(In thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||
0.94% senior exchangeable notes due May 2011 |
$ | 1,576,480 | $ | 1,668,368 | $ | 2,362,822 | $ | 2,199,500 | ||||||||
6.15% senior notes due February 2018 |
965,066 | 992,531 | 963,859 | 835,244 | ||||||||||||
9.25% senior notes due January 2019 |
1,125,000 | 1,403,719 | | | ||||||||||||
5.375% senior notes due August 2012 (1) |
273,350 | 289,072 | 272,724 | 262,411 | ||||||||||||
4.875% senior notes due August 2009 |
| | 224,829 | 227,239 | ||||||||||||
Other |
872 | 872 | 1,329 | 1,329 | ||||||||||||
$ | 3,940,768 | $ | 4,354,562 | $ | 3,825,563 | $ | 3,525,723 | |||||||||
(1) | Includes $1.1 million and $1.5 million as of December 31, 2009 and 2008, respectively, related to the unamortized loss on the interest rate swap that was unwound during the fourth quarter of 2005. |
The fair values of our cash equivalents, trade receivables and trade payables approximate
their carrying values due to the short-term nature of these instruments.
As of December 31, 2009, our short-term investments were carried at fair market value and
included $139.0 million and $24.0 million in securities classified as available-for-sale and
trading, respectively. As of December 31, 2008, our short-term investments were carried at fair
market value and included $127.9 million and $14.3 million in securities classified as
available-for-sale and trading, respectively. The carrying values of our long-term investments
that are accounted for using the equity method of accounting approximate fair value. The fair
value of these long-term investments totaled $8.3 million and $15.7 million as of December 31, 2009
and 2008, respectively. The carrying value of our oil and gas financing receivables included in
long-term investments approximate fair value. The fair value of our oil and gas financing
receivables totaled $92.5 million and $224.2 million as of December 31, 2009 and 2008,
respectively. Income and gains associated with our oil and gas financing receivables are
recognized as operating revenues.
Note 6 Share-Based Compensation
Total share-based compensation expense, which includes both stock options and restricted
stock, totaled $106.7 million, $45.4 million and $33.5 million for the years ended December 31,
2009, 2008 and 2007, respectively. Compensation expense related to awards of restricted stock
totaled $88.9 million, $44.6 million and $26.4 million for the years ended December 31, 2009, 2008
and 2007, respectively, and is included in direct costs and general and administrative expenses in
our consolidated statements of income (loss). Share-based compensation expense has been allocated
to our various operating segments. See Note 21 Segment Information. Total share-based
compensation expense for 2009 includes the recognition of $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 which effectively eliminated the risk of
forfeiture of such awards. See Note 16 Commitments and Contingencies for additional
information.
The cash flows resulting from tax deductions in excess of the compensation cost recognized for
share-based awards (excess tax benefits) are classified as financing cash flows. The actual tax
benefit realized from share-based awards during the years ended December 31, 2009, 2008 and 2007
was $.3 million, $7.6 million and $3.3 million, respectively.
Stock Option Plans
As of December 31, 2009, we had several stock plans under which options to purchase our common
shares could be granted to key officers, directors and managerial employees of Nabors and its
subsidiaries. Options granted under the plans generally are at prices equal to the fair market
value of the shares on the date of the grant. Options granted under the plans generally are
exercisable in varying cumulative periodic installments after one year. In the case of certain key
executives, options granted under the plans are subject to accelerated vesting related to targeted
common share prices, or may vest immediately on the grant date. Options granted under the plans
cannot be exercised more than ten years from the date of grant. Options to purchase 12.0 million
and 15.6 million Nabors common shares remained available for grant as of December 31, 2009 and
2008, respectively. Of the common shares available for
22
grant as of December 31, 2009, approximately 11.1 million of these shares are also available
for issuance in the form of restricted shares.
The fair value of each option award is estimated on the date of grant using the Black-Scholes
option-pricing model which uses assumptions for the risk-free interest rate, volatility, dividend
yield and the expected term of the options. The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of grant for a period equal to the expected term of the
option. Expected volatilities are based on implied volatilities from traded options on Nabors
common shares, historical volatility of Nabors common shares, and other factors. We do not assume
any dividend yield, since we do not pay dividends. We use historical data to estimate the expected
term of the options and employee terminations within the option-pricing model; separate groups of
employees that have similar historical exercise behavior are considered separately for valuation
purposes. The expected term of the options represents the period of time that the options granted
are expected to be outstanding.
We also consider an estimated forfeiture rate for these option awards, and we recognize
compensation cost only for those shares that are expected to vest, on a straight-line basis over
the requisite service period of the award, which is generally the vesting term of three to five
years. The forfeiture rate is based on historical experience. Estimated forfeitures have been
adjusted to reflect actual forfeitures during 2009.
Stock option transactions under our various stock-based employee compensation plans are
presented below:
Weighted- | ||||||||||||||||
Average | ||||||||||||||||
Remaining | Aggregate | |||||||||||||||
Weighted-Average | Contractual | Intrinsic | ||||||||||||||
Options | Shares | Exercise Price | Term | Value | ||||||||||||
(In thousands, except exercise price) | ||||||||||||||||
Options outstanding as of December 31, 2008 |
25,858 | $ | 21.99 | |||||||||||||
Granted |
10,016 | 9.58 | ||||||||||||||
Exercised |
(1,476 | ) | 11.40 | |||||||||||||
Surrendered |
(531 | ) | 12.38 | |||||||||||||
Forfeited |
(451 | ) | 20.92 | |||||||||||||
Options outstanding as of December 31, 2009 |
33,416 | $ | 18.90 | 5.00 years | $ | 179,736 | ||||||||||
Options exercisable as of December 31, 2009 |
27,242 | $ | 21.04 | 4.06 years | $ | 102,898 | ||||||||||
Of the options outstanding, 27.2 million, 25.9 million and 27.8 million were exercisable at
weighted-average exercise prices of $21.04, $21.99 and $22.03, as of December 31, 2009, 2008 and
2007, respectively. There were no options granted during the years ended December 31, 2008 or 2007.
During the year ended December 31, 2009, we awarded options vesting over periods up to four
years to purchase 10,015,883 of our common shares to our employees, executive officers and
directors. This included options to purchase 3,000,000 and 1,698,427 shares, with grant date fair
values of $8.8 million and $5.0 million, granted to Messrs. Isenberg and Petrello, respectively, in
February 2009, and an option to purchase 1,726 shares, with a grant date fair value of $.01
million, to Mr. Petrello in September 2009 in lieu of certain portions of their cash compensation.
The fair value of stock options granted during 2009 was calculated using the Black-Scholes
option pricing model and the following weighted-average assumptions:
Weighted average fair value of options granted: |
$ | 2.85 | ||
Weighted average risk free interest rate: |
1.75 | % | ||
Dividend yield: |
0 | % | ||
Volatility: (1) |
34.78 | % | ||
Expected life: |
4.0 years |
(1) | Expected volatilities are based on implied volatilities from publicly traded options to purchase Nabors common shares, historical volatility of Nabors common shares and other factors. |
23
A summary of our unvested stock options as of December 31, 2009, and the changes during the
year then ended is presented below:
Weighted-Average | ||||||||
Grant-Date Fair | ||||||||
Unvested Stock Options | Outstanding | Value | ||||||
(In thousands, except fair values) | ||||||||
Unvested as of December 31, 2008 |
| $ | | |||||
Granted |
10,016 | 2.85 | ||||||
Vested |
(3,699 | ) | 2.92 | |||||
Forfeited |
(143 | ) | 2.73 | |||||
Unvested as of December 31, 2009 |
6,174 | $ | 2.82 | |||||
The total intrinsic value of options exercised during the years ended December 31, 2009, 2008
and 2007 was $19.7 million, $43.6 million and $76.2 million, respectively. The total fair value of
options that vested during the years ended December 31, 2009, 2008 and 2007 was $10.8 million, $4.3
million and $11.9 million, respectively.
As of December 31, 2009, there was $9.5 million of total future compensation cost related to
unvested options which are expected to vest. That cost is expected to be recognized over a
weighted-average period of 1.6 years.
Restricted Stock and Restricted Stock Units
Our stock plans allow grants of restricted stock. Restricted stock is issued on the grant
date, but cannot be sold or transferred. Restricted stock vests in varying periodic installments
ranging from three to five years.
A summary of our restricted stock as of December 31, 2009, and the changes during the year
then ended, is presented below:
Weighted-Average | ||||||||
Grant-Date Fair | ||||||||
Restricted Stock | Outstanding | Value | ||||||
(In thousands, except fair values) | ||||||||
Unvested as of December 31, 2008 |
5,958 | $ | 22.25 | |||||
Granted |
85 | 11.55 | ||||||
Vested |
(2,355 | ) | 23.59 | |||||
Forfeited |
(56 | ) | 31.43 | |||||
Unvested as of December 31, 2009 |
3,632 | $ | 20.99 | |||||
During 2009, we awarded 84,000 shares of restricted stock to our directors. These awards had
an aggregate value at their date of grant of $1.0 million and were scheduled to vest over a period
of three years. The fair value of restricted stock that vested during the year ended December 31,
2009, 2008 and 2007 was $23.9 million, $39.6 million and $13.2 million, respectively.
As of December 31, 2009, there was $14.6 million of total future compensation cost related to
unvested restricted stock awards which are expected to vest. That cost is expected to be recognized
over a weighted-average period of approximately one year.
Note 7 Acquisitions and Divestitures
On August 8, 2007, we sold our Sea Mar business which had previously been included in Other
Operating Segments. The assets included 20 offshore supply vessels and certain related assets,
including a right under a vessel construction contract. See Note 20 Discontinued Operations for
operating results which have been accounted for as a discontinued operation.
From time to time, we may sell a subsidiary or group of assets outside of our core markets or
business if it is economically advantageous for us to do so.
24
Note 8 Property, Plant and Equipment
The major components of our property, plant and equipment are as follows:
December 31, | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Land |
$ | 9,251 | $ | 22,958 | ||||
Buildings |
93,874 | 79,094 | ||||||
Drilling, workover and well-servicing rigs, and related equipment |
9,515,677 | 8,557,616 | ||||||
Marine transportation and supply vessels |
13,663 | 13,663 | ||||||
Oilfield hauling and mobile equipment |
533,518 | 501,163 | ||||||
Other machinery and equipment |
202,389 | 115,074 | ||||||
Oil and gas properties |
752,809 | 633,537 | ||||||
Construction in process (1) |
314,493 | 444,878 | ||||||
11,435,674 | 10,367,983 | |||||||
Less: accumulated depreciation and amortization |
(3,453,193 | ) | (2,758,940 | ) | ||||
accumulated depletion on oil and gas properties |
(336,431 | ) | (277,084 | ) | ||||
$ | 7,646,050 | $ | 7,331,959 | |||||
(1) | Relates to amounts capitalized for new or substantially new drilling, workover and well-servicing rigs that were under construction and had not yet been placed in service as of December 31, 2009 or 2008. |
Repair and maintenance expense included in direct costs in our consolidated statements of
income (loss) totaled $282.1 million, $476.6 million and $438.0 million for the years ended
December 31, 2009, 2008 and 2007, respectively.
Interest costs of $29.9 million, $29.8 million and $34.6 million were capitalized during the
years ended December 31, 2009, 2008 and 2007, respectively.
Note 9 Investments in Unconsolidated Affiliates
Our principal investments in unconsolidated affiliates accounted for using the equity method
include a construction and logistics operation in Alaska (50% ownership), drilling and workover
operations located in Saudi Arabia (51% ownership) and oil and gas exploration, development and
production joint ventures in the U.S. and international (49.7% ownership) and Canada (50%
ownership). These unconsolidated affiliates are integral to our operations in those locations.
During 2008, our U.S. oil and gas joint venture was deemed a significant subsidiary. See Part IV
Item 15. Exhibits, Financial Statement Schedules for Schedule III Financial Statements and
Notes for NFR Energy LLC and see Note 15 Related-Party Transactions for a discussion of
transactions with all of these related parties.
As of December 31, 2009 and 2008, our investments in unconsolidated affiliates accounted for
using the equity method totaled $305.7 million and $410.8 million, respectively, and our
investments in unconsolidated affiliates accounted for using the cost method totaled $.9 million.
Combined condensed financial data for investments in unconsolidated affiliates is summarized as
follows:
December 31, | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Current assets |
$ | 354,504 | $ | 408,960 | ||||
Long-term assets |
1,005,605 | 916,191 | ||||||
Current liabilities |
313,317 | 294,701 | ||||||
Long-term liabilities |
283,945 | 185,281 |
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Gross revenues |
$ | 960,823 | $ | 827,044 | $ | 589,923 | ||||||
Gross margin |
223,005 | 142,763 | 94,952 | |||||||||
Net income (loss) |
(462,613 | ) | (444,470 | ) | 35,332 | |||||||
Nabors earnings (losses) from unconsolidated affiliates |
(155,433 | ) | (192,548 | ) | 20,980 |
25
Cumulative undistributed (losses) earnings of our unconsolidated affiliates included in our
retained earnings as of December 31, 2009 and 2008 totaled approximately $(387.5) million and
$(157.7) million, respectively. Our Earnings (losses) from unconsolidated affiliates line in our
consolidated statements of income (loss) for the years ended December 31, 2009 and 2008 includes
our proportionate share of full-cost ceiling test writedowns of $189.3 million and $207.3 million,
respectively, from our unconsolidated oil and gas joint ventures. These writedowns are included in
our Oil and Gas operating segment results.
Note 10 Financial Instruments and Risk Concentration
We may be exposed to certain market risks arising from the use of financial instruments in the
ordinary course of business. These risks arise primarily as a result of potential changes in the
fair market value of financial instruments that would result from adverse fluctuations in foreign
currency exchange rates, credit risk, interest rates, and marketable and non-marketable security
prices as discussed below.
Foreign Currency Risk
We operate in a number of international areas and are involved in transactions denominated in
currencies other than U.S. dollars, which exposes us to foreign exchange rate risk or foreign
currency devaluation risk. The most significant exposures arise in connection with our operations
in Venezuela and Canada, which usually are substantially unhedged.
At various times, we utilize local currency borrowings (foreign currency-denominated debt),
the payment structure of customer contracts and foreign exchange contracts to selectively hedge our
exposure to exchange rate fluctuations in connection with monetary assets, liabilities, cash flows
and commitments denominated in certain foreign currencies. A foreign exchange contract is a foreign
currency transaction, defined as an agreement to exchange different currencies at a given future
date and at a specified rate.
Credit Risk
Our financial instruments that potentially subject us to concentrations of credit risk consist
primarily of cash equivalents, investments in marketable and non-marketable securities, oil and gas
financing receivables, accounts receivable and our range-cap-and-floor derivative instrument. Cash
equivalents such as deposits and temporary cash investments are held by major banks or investment
firms. Our investments in marketable and non-marketable securities are managed within established
guidelines which limit the amounts that may be invested with any one issuer and provide guidance as
to issuer credit quality. We believe that the credit risk in our cash and investment portfolio is
minimized as a result of the mix of our investments. In addition, our trade receivables are with a
variety of U.S., international and foreign-country national oil and gas companies. Management
considers this credit risk to be limited due to the financial resources of these companies. We
perform ongoing credit evaluations of our customers and we generally do not require material
collateral. We do occasionally require prepayment of amounts from customers whose creditworthiness
is in question prior to providing services to them. We maintain reserves for potential credit
losses, and these losses historically have been within managements expectations.
Interest Rate and Marketable and Non-marketable Security Price Risk
Our financial instruments that are potentially sensitive to changes in interest rates include
our 0.94% senior exchangeable notes, our 5.375%, 6.15% and 9.25% senior notes, our
range-cap-and-floor derivative instrument, our investments in debt securities (including corporate,
asset-backed, U.S.-government, foreign government, mortgage-backed debt and mortgage-CMO debt
securities) and our investments in overseas funds that invest primarily in a variety of public and
private U.S. and non-U.S. securities (including asset-backed and mortgage-backed securities, global
structured-asset securitizations, whole-loan mortgages, and participations in whole loans and
whole-loan mortgages), which are classified as non-marketable securities.
We may utilize derivative financial instruments that are intended to manage our exposure to
interest rate risks. The use of derivative financial instruments could expose us to further credit
risk and market risk. Credit risk in this context is the failure of a counterparty to perform under
the terms of the derivative contract. When the fair value of a derivative contract is positive, the
counterparty would owe us, which can create credit risk for us. When the fair value of a derivative
contract is negative, we would owe the counterparty, and therefore, we would not be exposed to
credit risk. We attempt to minimize credit risk in derivative instruments by entering into
transactions with major
26
financial institutions that have a significant asset base. Market risk related to derivatives
is the adverse effect on the value of a financial instrument that results from changes in interest
rates. We try to manage market risk associated with interest-rate contracts by establishing and
monitoring parameters that limit the type and degree of market risk that we undertake.
On October 21, 2002, we entered into an interest rate swap transaction with a third-party
financial institution to hedge our exposure to changes in the fair value of $200 million of our
fixed rate 5.375% senior notes due 2012, which has been designated as a fair value hedge.
Additionally on that date, we purchased a LIBOR range-cap and sold a LIBOR floor, in the form of a
cashless collar, with the same third-party financial institution with the intention of mitigating
and managing our exposure to changes in the three-month U.S. dollar LIBOR rate. This transaction
does not qualify for hedge accounting treatment, and any change in the cumulative fair value of
this transaction will be reflected as a gain or loss in our consolidated statements of income
(loss). In June 2004, we unwound $100 million of the $200 million range-cap-and-floor derivative
instrument. During the fourth quarter of 2005, we unwound the interest rate swap resulting in a
loss of $2.7 million, which has been deferred and will be recognized as an increase to interest
expense over the remaining life of our 5.375% senior notes due 2012. During the year ended
December 31, 2005, we recorded interest savings of $2.7 million related to our interest rate swap
agreement accounted for as a fair value hedge, which served to reduce interest expense.
The fair value of our range-cap-and-floor transaction is recorded as a derivative liability
and included in other long-term liabilities. It totaled approximately $3.3 million and $4.7
million as of December 31, 2009 and 2008, respectively. We recorded a gain of approximately $1.4
million for the year ended December 31, 2009 and losses of approximately $4.7 million and $1.3
million for the years ended December 31, 2008 and 2007, respectively, related to this derivative
instrument; these amounts are included in losses (gains) on sales and retirements of long-lived
assets and other expense (income), net in our consolidated statements of income (loss).
In September 2008 we entered into a three-month written put option for one million of our
common shares with a strike price of $25 per share. We settled this contract during the fourth
quarter of 2008 and paid cash of $22.6 million, net of the premium received on this contract, and
recognized a loss of $9.9 million which is included in losses (gains) on sales and retirements of
long-lived assets and other expense (income), net in our consolidated statements of income (loss).
Note 11 Debt
Long-term debt consists of the following:
December 31, | December 31, | |||||||
(In thousands) | 2009 | 2008 | ||||||
0.94% senior exchangeable notes due May 2011 |
$ | 1,576,480 | $ | 2,362,822 | ||||
6.15% senior notes due February 2018 |
965,066 | 963,859 | ||||||
9.25% senior notes due January 2019 |
1,125,000 | | ||||||
5.375% senior notes due August 2012 |
273,350 | 272,724 | ||||||
4.875% senior notes due August 2009 |
| 224,829 | ||||||
Other |
872 | 1,329 | ||||||
3,940,768 | 3,825,563 | |||||||
Less: current portion |
163 | 225,030 | ||||||
$ | 3,940,605 | $ | 3,600,533 | |||||
As of December 31, 2009, the maturities of our primary debt for each of the five years after
2009 and thereafter are as follows:
(In thousands) | Paid at Maturity | |||
2010 |
$ | | ||
2011 |
1,685,220 | (1) | ||
2012 |
275,000 | (2) | ||
2013 |
| |||
2014 |
| |||
Thereafter |
2,100,000 | (3) | ||
$ | 4,060,220 | |||
27
(1) | Represents our 0.94% senior exchangeable notes due May 2011. | |
(2) | Represents our 5.375% senior notes due August 2012. | |
(3) | Represents our 6.15% senior notes due February 2018 and 9.25% senior notes due January 2019. | |
0.94% Senior Exchangeable Notes Due May 2011
On May 23, 2006, Nabors Delaware completed a private placement of $2.5 billion aggregate
principal amount of 0.94% senior exchangeable notes due 2011 that are fully and unconditionally
guaranteed by Nabors. On June 8, 2006, the initial purchasers exercised their option to purchase
an additional $250 million par value of the 0.94% senior exchangeable notes due 2011, increasing
the aggregate issuance of such notes to $2.75 billion. Nabors Delaware sold the notes to the
initial purchasers in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act. The notes were reoffered by the initial purchasers of the notes to qualified
institutional buyers under Rule 144A of the Securities Act. Nabors and Nabors Delaware filed a
registration statement on Form S-3 pursuant to the Securities Act with respect to resale of the
notes and shares received in exchange for the notes on August 21, 2006. The notes bear interest at
a rate of 0.94% per year payable semi-annually on May 15 and November 15, beginning on November 15,
2006. Debt issuance costs of $28.7 million were capitalized in connection with the issuance of the
notes in other long-term assets in our consolidated balance sheet and are being amortized through
May 2011.
During 2009 and 2008 collectively, we purchased $1.1 billion par value of Nabors Delawares
0.94% senior exchangeable notes due 2011 in the open market for cash of $938.4 million and
recognized pre-tax gains of $11.5 million and $12.2 million which are included in losses (gains) on
sales and retirements of long-lived assets and other expense (income), net in our consolidated
statements of income (loss) for the year ended December 31, 2009 and 2008, respectively.
The notes are exchangeable into cash and, if applicable, Nabors common shares based on an
exchange rate of the equivalent value of 21.8221 our common shares per $1,000 principal amount of
notes (which is equal to an initial exchange price of approximately $45.83 per share), subject to
adjustment during the 30 calendar days ending at the close of business on the business day
immediately preceding the maturity date and prior thereto only under the following circumstances:
(1) during any calendar quarter (and only during such calendar quarter), if the closing price of
Nabors common shares for at least 20 trading days in the 30 consecutive trading days ending on the
last trading day of the immediately preceding calendar quarter is more than 130% of the applicable
exchange rate; (2) during the five business day period after 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 closing sale price of Nabors common shares and the exchange rate of the note; or (3) upon the
occurrence of specified corporate transactions set forth in the indenture.
The notes are unsecured and are effectively junior in right of payment to any of Nabors
Delawares future secured debt. The notes rank equally with any of Nabors Delawares other existing
and future unsubordinated debt and are senior in right of payment to any of Nabors Delawares
future subordinated debt. Our guarantee of the notes is unsecured and ranks equal in right of
payment to all of our unsecured and unsubordinated indebtedness from time to time outstanding.
Holders of the notes who exchange their notes in connection with a change in control, as defined in
the indenture, may be entitled to a make-whole premium in the form of an increase in the exchange
rate. Additionally, in the event of a change in control, noteholders may require Nabors Delaware to
purchase all or a portion of their notes at a purchase price equal to 100% of the principal amount
of notes, plus accrued and unpaid interest, if any. Upon exchange of the notes, a holder will
receive for each note exchanged an amount in cash equal to the lesser of (i) $1,000 or (ii) the
exchange value, determined in the manner set forth in the indenture. In addition, if the exchange
value exceeds $1,000 on the exchange date, a holder will also receive a number of Nabors common
shares for the exchange value in excess of $1,000 equal to such excess divided by the exchange
price.
In connection with the sale of the notes in May 2006, Nabors Delaware entered into
exchangeable note hedge transactions with respect to our common shares. The call options are
designed to cover, subject to customary anti-dilution adjustments, the net number of our common
shares that would be deliverable to exchanging noteholders in the event of an exchange of the
notes. Nabors Delaware paid an aggregate amount of approximately $583.6 million of the proceeds
from the sale of the notes to acquire the call options.
Nabors also entered into separate warrant transactions at the time of the sale of the notes
whereby we sold warrants that give the holders the right to acquire approximately 60.0 million of
our common shares at a strike price
28
of $54.64 per share. On exercise of the warrants, we have the option to deliver cash or our
common shares equal to the difference between the then market price and strike price. All of the
warrants will be exercisable and will expire on August 15, 2011. We received aggregate proceeds of
approximately $421.2 million from the sale of the warrants and used $353.4 million of the proceeds
to purchase 10.0 million of our common shares.
The purchased call options and sold warrants are separate contracts entered into by Nabors and
Nabors Delaware with two financial institutions and are not part of the terms of the notes and do
not affect the holders rights under the notes. The purchased call options are expected to offset
the potential dilution upon exchange of the notes in the event the market value of a share of our
common shares at the time of exercise is greater than the strike price of the purchased call
options, which corresponds to the initial exchange price of the notes, subject to customary
adjustments. The warrants effectively increase the exchange price of the notes to $54.64 per common
share from the perspective of Nabors, representing a 55% premium over the last reported bid price
of $35.25 per share on May 17, 2006. We recorded the exchangeable note hedge and warrants in
capital in excess of par value as of the transaction date, and do not recognize subsequent changes
in fair value. We also recognized a deferred tax asset of $215.9 million in the second quarter of
2006 for the effect of the future tax benefits related to the exchangeable note hedge. See
Convertible Debt Accounting below for impact to our deferred tax asset in the 2009 adoption of
accounting rules relating to convertible debt.
6.15% Senior Notes Due February 2018
On February 20, 2008, Nabors Delaware completed a private placement of $575 million aggregate
principal amount of 6.15% senior notes due 2018 with registration rights, which are unsecured and
are fully and unconditionally guaranteed by us. On July 22, 2008, Nabors Delaware completed a
private placement of $400 million aggregate principal amount of 6.15% senior notes due 2018 with
registration rights, which are unsecured and are fully and unconditionally guaranteed by us. These
new senior notes were an additional issuance under the indenture pursuant to which Nabors Delaware
issued $575 million 6.15% senior notes due 2018 on February 20, 2008 described above and are
subject to the same rates, terms and conditions and together will be treated as a single class of
debt securities under the indenture (together $975 million 6.15% senior notes due 2018). The issue
of senior notes was resold by the initial purchasers to qualified institutional buyers under Rule
144A of the Securities Act and to certain investors outside of the United States under Regulation S
of the Securities Act. The senior notes bear interest at a rate of 6.15% per year, payable
semi-annually on February 15 and August 15 of each year, beginning August 15, 2008. The senior
notes will mature on February 15, 2018.
The senior notes are unsecured and are effectively junior in right of payment to any of Nabors
Delawares future secured debt. The senior notes rank equally with any of Nabors Delawares other
existing and future unsubordinated debt and are senior in right of payment to any of Nabors
Delawares future senior subordinated debt. Our guarantee of the senior notes is unsecured and
ranks equal in right of payment to all of our unsecured and unsubordinated indebtedness from time
to time outstanding. The senior notes are subject to redemption by Nabors Delaware, in whole or in
part, at any time at a redemption price equal to the greater of (i) 100% of the principal amount of
the senior notes then outstanding to be redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest, determined in the manner set forth in the
indenture. In the event of a change in control triggering event, as defined in the indenture, the
holders of senior notes may require Nabors Delaware to purchase all or any part of each senior note
in cash equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date
of purchase, except to the extent Nabors Delaware has exercised its right to redeem the senior
notes. Nabors Delaware used the proceeds of the offering of the senior notes for general corporate
purposes, including the repayment of debt.
On August 20, 2008, we and Nabors Delaware filed a registration statement on Amendment No. 1
to Form S-4 with the SEC with respect to an offer to exchange the combined $975 million aggregate
principal amount of 6.15% senior notes due 2018 for other notes that would be registered and have
terms substantially identical in all material respects to these notes pursuant to the applicable
registration rights agreement, including being fully and unconditionally guaranteed by us. On
September 2, 2008, the registration statement was declared effective by the SEC and the exchange
offer expired on October 9, 2008. On October 16, 2008, Nabors Delaware issued $974,965,000 of
notes pursuant to the registration statement in exchange for an equal amount of the original notes
due 2018 that were properly tendered.
29
9.25% Senior Notes Due January 2019
On January 12, 2009, Nabors Delaware completed a private placement of $1.125 billion aggregate
principal amount of 9.25% senior notes due 2019 with registration rights, which are unsecured and
are fully and unconditionally guaranteed by us. The issue of senior notes was resold by the initial
purchasers to qualified institutional buyers under Rule 144A and to certain investors outside of
the United States under Regulation S of the Securities Act. The senior notes bear interest at a
rate of 9.25% per year, payable semi-annually on January 15 and July 15 of each year, beginning
July 15, 2009. The senior notes will mature on January 15, 2019.
The senior notes are unsecured and are junior in right of payment to any of Nabors Delawares
future secured debt. The senior notes rank equally with any of Nabors Delawares other existing
and future unsubordinated debt and are senior in right of payment to any of Nabors Delawares
future senior subordinated debt. Our guarantee of the senior notes is unsecured and ranks equal in
right of payment to all of our unsecured and unsubordinated indebtedness from time to time
outstanding. The senior notes are subject to redemption by Nabors Delaware, in whole or in part,
at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the
senior notes then outstanding to be redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest, determined in the manner set forth in the
applicable indenture. In the event of a change in control triggering event, as defined in the
indenture, the holders of senior notes may require Nabors Delaware to purchase all or any part of
each senior note in cash equal to 101% of the principal amount plus accrued and unpaid interest, if
any, to the date of purchase, except to the extent Nabors Delaware has exercised its right to
redeem the senior notes. Nabors Delaware is using the proceeds of the offering of the senior notes
for the repayment or repurchase of indebtedness and general corporate purposes.
On March 30, 2009, we and Nabors Delaware filed a registration statement on Form S-4 under the
Securities Act. The registration statement related to the exchange offer to noteholders required
under the registration rights agreement related to the 9.25% senior notes. On May 11, 2009 the
registration statement was declared effective by the SEC. On July 23, 2009 Nabors Delaware issued
$1,069,392,000 of notes pursuant to the registration statement in exchange for an equal amount of
the original notes due 2019 that were properly tendered.
5.375% Senior Notes Due August 2012
On August 22, 2002, Nabors Delaware issued $275 million aggregate principal amount of 5.375%
senior notes due 2012, which are fully and unconditionally guaranteed by Nabors. The senior notes
were resold by a placement agent to qualified institutional buyers under Rule 144A of the
Securities Act of 1933. Interest on the senior notes is payable semi-annually on February 15 and
August 15 of each year.
The notes are unsecured and are effectively junior in right of payment to any of Nabors
Delawares future secured debt. The notes rank equal in right of payment with any of Nabors
Delawares future unsubordinated debt and are senior in right of payment to any of Nabors
Delawares subordinated debt. The guarantee of Nabors with respect to the senior notes issued by
Nabors Delaware, is similarly unsecured and has a similar ranking to the series of senior notes so
guaranteed.
Subject to certain qualifications and limitations, the indentures governing the senior notes
issued by Nabors Delaware limit the ability of Nabors and its subsidiaries to incur liens and to
enter into sale and lease-back transactions. In addition, the indentures limit our ability to enter
into mergers, consolidations or transfers of all or substantially all of our assets unless the
successor company assumes their obligations under the applicable indenture.
Other Debt Transactions
In January and February 2009, Nabors Holdings 1, ULC, one of our wholly owned subsidiaries
(Nabors Holdings), repurchased $56.6 million par value of the $225 million principal amount of
its 4.875% senior notes due August 2009 in the open market for cash totaling $56.8 million. In
August 2009, Nabors Holdings paid $168.4 million to redeem the remaining notes. The redemption
resulted in no gain or loss as the notes were redeemed at a price equal to their carrying value.
In July 2008, Nabors Delaware paid $60.6 million in cash to redeem its zero coupon senior
convertible debentures due 2021 which equaled the issue price of $50.4 million plus accrued
original issue discount of $10.2
30
million. The redemption of the debentures did not result in any gain or loss since they were
redeemed at a price equal to their carrying value on July 7, 2008.
In June and July 2008, Nabors Delaware paid cash of $171.8 million and $528.2 million to
redeem all of its zero coupon senior exchangeable notes due 2023. In addition to $700 million in
cash, we issued approximately 5.25 million of our common shares, with a fair value of $249.8
million, the price equal to the principal amount of the notes plus the excess of the exchange value
of the notes over their principal amount. Nabors Delaware was required to pay noteholders cash up
to the principal amount of the notes and at its option, either cash or common shares for any amount
above the principal amount of the notes. The number of common shares issued equaled the amount in
excess of the principal of the notes divided by the average of the volume-weighted average price of
our common shares for the five or ten trading day period beginning on the second business day
following the day the notes were surrendered for exchange. The notes were exchangeable into the
equivalent value of 28.5306 common shares per $1,000 principal amount of the notes. The redemption
of the notes did not result in any gain or loss since the amount of cash paid for redemption of the
notes was equal to their carrying amount. The excess of the exchange value of the notes over the
carrying amount was recorded as a reduction to capital in excess of par value in our consolidated
statement of changes in equity. A deferred tax liability of $81.8 million recorded during the
five-year period that the notes were outstanding was reclassified to and increased our capital in
excess of par value account. This reclassification reflects the permanent income tax savings to
the Company relating to the notes.
Short-Term Borrowings
We had four letter-of-credit facilities with various banks as of December 31, 2009. We did not
have any short-term borrowings outstanding at December 31, 2009 or 2008. Availability and
borrowings under our credit facilities are as follows:
December 31, | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Credit available |
$ | 245,442 | $ | 295,045 | ||||
Letters of credit outstanding, inclusive of
financial and performance guarantees |
(71,389 | ) | (174,156 | ) | ||||
Remaining availability |
$ | 174,053 | $ | 120,889 | ||||
Convertible Debt Accounting
Prior to January 1, 2009, separate accounting for the embedded conversion option in our
convertible long-term debt was not required when the conversion spread feature did not qualify for
accounting as a derivative instrument.
Effective January 1, 2009, we account for our convertible debt instruments 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. We have accounted for our convertible debt instruments on a retrospective basis in all past
periods presented for all convertible debt instruments required to be accounted for in this manner.
Both our 0.94% senior exchangeable notes issued May 2006 and our zero coupon senior exchangeable
notes issued June 2003 have been presented in this manner.
31
The following assumptions were made in our accounting change:
Zero coupon senior | 0.94% senior | |||||||
Assumptions | exchangeable notes | exchangeable notes | ||||||
Date of issue |
June 2003 | May 2006 | ||||||
Expected maturity date |
June 2008 | May 2011 | ||||||
Amortization period |
5 years | 5 years | ||||||
Nonconvertible debt borrowing rate |
2.8 % | 6.1 % | ||||||
Tax rate over term of debt |
37 % | 37 % |
Conversion Triggers | ||
Zero coupon senior exchangeable notes
|
In May 2008 Nabors Delaware called for redemption of all of its zero coupon senior exchangeable notes due 2023. The total consideration exchanged to effect the redemption and related exchange was $700 million in cash and approximately 5.25 million of our common shares, with a fair value of $249.8 million, which represents the principal amount of the notes plus the excess of the exchange value of the notes over their principal amount. | |
0.94% senior exchangeable notes
|
The notes are exchangeable into cash and, if applicable, Nabors common shares based on an exchange rate equal to 21.8221 common shares per $1,000 principal amount of notes (equating to an initial exchange price of approximately $45.83 per share), subject to adjustment during the 30 calendar days ending at the close of business on the business day immediately preceding the maturity date. | |
Upon exchange, we would be required to issue only incremental shares above the principal amount of the notes, since we are required to pay cash up to the principal amount of the notes exchanged. There would be an if-converted value in excess of the principal amount of the notes only when the price of our shares exceeds $45.83 as of the last trading day of the quarter and the average price of our shares for the ten consecutive trading days beginning on the third business day after the last trading day of the quarter exceeds $45.83. |
The effect of the accounting change on our previously reported consolidated balance sheet is
as follows:
December 31, 2008 | ||||||||||||
As previously | As currently | |||||||||||
(In thousands) | reported | Effect of change | reported | |||||||||
Increase (Decrease): |
||||||||||||
Property, plant and
equipment, net |
$ | 7,282,042 | $ | 49,917 | $ | 7,331,959 | ||||||
Long-term debt |
3,887,711 | (287,178 | ) | 3,600,533 | ||||||||
Deferred income tax liability |
497,415 | 125,108 | 622,523 | |||||||||
Capital in excess of par value |
1,705,907 | 423,508 | 2,129,415 | |||||||||
Retained earnings |
3,910,253 | (211,521 | ) | 3,698,732 |
The increase to deferred income tax liabilities related partially to the reduction of a
deferred tax asset of $215.9 million (which was recorded during the second quarter of 2006) for the
effect of the future tax benefits related to the exchangeable note hedge.
32
The effect of the accounting change on our previously reported consolidated statements of
income (loss) is as follows:
Years Ended December 31, | ||||||||||||||||||||||||
2008 | 2007 | |||||||||||||||||||||||
(In thousands, except | As previously |
Effect of |
As currently |
As previously |
Effect of |
As currently |
||||||||||||||||||
per share amounts) | reported | change | reported | reported | change | reported | ||||||||||||||||||
Increase (Decrease): |
||||||||||||||||||||||||
Depreciation expense |
611,066 | 3,301 | 614,367 | 467,730 | 1,939 | 469,669 | ||||||||||||||||||
Interest expense |
91,620 | 105,098 | 196,718 | 53,702 | 101,218 | 154,919 | ||||||||||||||||||
Income tax expense |
250,451 | (40,791 | ) (1) | 209,660 | 239,664 | (37,768 | ) (1) | 201,896 | ||||||||||||||||
Net income
attributable to
Nabors |
551,173 | (75,436 | ) | 475,737 | 930,691 | (64,989 | ) | 865,702 | ||||||||||||||||
Earnings per share
- diluted |
$ | 1.93 | $ | (.28 | ) | $ | 1.65 | $ | 3.25 | $ | (.25 | ) | $ | 3.00 | ||||||||||
Weighted-average
number of shares
outstanding |
285,285 | 2,951 | (2) | 288,236 | (2) | 286,606 | 1,620 | (2) | 288,226 | (2) |
(1) | Excludes $3.5 million and $.4 million income tax expense, which has been reclassified to discontinued operations for the years ended December 31, 2008 and 2007, respectively. | |
(2) | Includes accounting change related to earnings per share calculation. See Note 17 Earnings (Losses) Per Share. |
The following information illustrates the effect of the accounting change on our convertible
debt instruments. The balances of the liability and equity components as of December 31, 2009 and
2008 are as follows:
December 31, | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Equity component net carrying value |
$ | 576,626 | $ | 583,212 | ||||
Liability component: |
||||||||
Face amount due at maturity |
$ | 1,685,220 | $ | 2,650,000 | ||||
Less: Unamortized discount |
(108,740 | ) | (287,178 | ) | ||||
Liability component net carrying value |
$ | 1,576,480 | $ | 2,362,822 | ||||
The remaining debt discount is being amortized into interest expense over the expected
remaining life of the convertible debt instruments using the effective interest rate. Interest
expense related to the convertible debt instruments was recognized as follows:
Years Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Interest expense on convertible debt instruments: |
||||||||||||
Contractual coupon interest |
$ | 18,290 | $ | 25,693 | $ | 25,850 | ||||||
Amortization of debt discount |
85,232 | 121,916 | 125,929 | |||||||||
Total interest expense |
$ | 103,522 | $ | 147,609 | $ | 151,779 | ||||||
33
Note 12 Income Taxes
Effective January 1, 2007, we adopted the revised provisions of the Income Taxes Topic in the
ASC relating to uncertain tax positions. We recognized increases of $24 million and $21 million
to our tax reserves for uncertain tax positions and interest and penalties, respectively. These
increases were accounted for as an increase to other long-term liabilities and as a reduction to
retained earnings at January 1, 2007. The change in our unrecognized tax benefits for years ended
December 31, 2009, 2008 and 2007 are as follows:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Balance as of January 1, |
$ | 51,819 | $ | 55,627 | $ | 84,294 | ||||||
Additions based on tax positions related to the current year |
4,787 | 3,990 | 3,298 | |||||||||
Additions for tax positions of prior years |
12,889 | 4,168 | 9,873 | |||||||||
Reductions for tax positions of prior years |
(447 | ) | (10,966 | ) | (41,838 | ) | ||||||
Settlements |
| (1,000 | ) | | ||||||||
Balance as of December 31, |
$ | 69,048 | $ | 51,819 | $ | 55,627 | ||||||
The balance also represents the amount of unrecognized tax benefits that, if recognized, would
favorably impact the effective income tax rate in future periods. As of December 31, 2009, 2008
and 2007, we had approximately $38.5 million, $18.6 million and $28.4 million, respectively, of
interest and penalties related to our total gross unrecognized tax benefits. During the years
ended December 31, 2009, 2008 and 2007, we accrued and recognized estimated interest related to
unrecognized tax benefits and penalties of approximately $5.2 million, $5.3 million and $6.9
million, respectively. We recognize interest and penalties related to income tax matters in the
income tax expense line item in our consolidated statements of income (loss).
We are subject to income taxes in the United States and numerous other jurisdictions.
Internationally, a number of our income tax returns from 1995 through 2007 are currently under
audit examination. We anticipate that several of these audits could be finalized within 12 months.
It is possible that the benefit that relates to our unrecognized tax positions could significantly
increase or decrease within 12 months. However, based on the current status of examinations, and
the protocol for finalizing audits with the relevant tax authorities, which could include formal
legal proceedings, it is not possible to estimate the future impact of the amount of changes, if
any, to recorded uncertain tax positions at December 31, 2009.
Income (loss) from continuing operations before income taxes was comprised of the following:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
United States and Other Jurisdictions: |
||||||||||||
United States |
$ | (716,694 | ) | $ | 313,704 | $ | 513,431 | |||||
Other jurisdictions |
554,623 | 417,550 | 521,985 | |||||||||
Income (loss) before income taxes from continuing operations |
$ | (162,071 | ) | $ | 731,254 | $ | 1,035,416 | |||||
Income taxes have been provided based upon the tax laws and rates in the countries in which
operations are conducted and income is earned. We are a Bermuda-exempt company. Bermuda does not
impose corporate income taxes. Our U.S. subsidiaries are subject to a U.S. federal tax rate of 35%.
34
Income tax expense (benefit) from continuing operations consisted of the following:
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Current: |
||||||||||||
U.S. federal |
$ | (15,434 | ) | $ | 59,914 | $ | 116,456 | |||||
Outside the U.S. |
84,220 | 119,889 | 97,489 | |||||||||
State |
746 | 9,029 | 14,006 | |||||||||
69,532 | 188,832 | 227,951 | ||||||||||
Deferred: |
||||||||||||
U.S. federal |
(148,188 | ) | 57,845 | 6,740 | ||||||||
Outside the U.S. |
(46,462 | ) | (44,651 | ) | (40,766 | ) | ||||||
State |
(8,685 | ) | 7,634 | 7,971 | ||||||||
(203,335 | ) | 20,828 | (26,055 | ) | ||||||||
Income tax expense (benefit) |
$ | (133,803 | ) | $ | 209,660 | $ | 201,896 | |||||
Nabors is not subject to tax in Bermuda. A reconciliation of the differences between taxes on
income (loss) before income taxes computed at the appropriate statutory rate and our reported
provision for income taxes follows:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Income tax provision at statutory rate (Bermuda rate of 0%) |
$ | | $ | | $ | | ||||||
Taxes on U.S. and other international earnings (losses) at
greater than the Bermuda rate |
(130,607 | ) | 190,466 | 214,421 | ||||||||
Increase in valuation allowance |
6,062 | 6,604 | 8,144 | |||||||||
Effect of change in tax rate |
(9,248 | ) | (5,406 | ) | (17,119 | ) | ||||||
Establishment of a deferred tax asset, net of valuation allowance |
| 1,990 | | |||||||||
Tax reserves and interest |
14,652 | (657 | ) | (25,527 | ) | |||||||
State income taxes |
(14,662 | ) | 16,663 | 21,977 | ||||||||
Income tax expense (benefit) |
$ | (133,803 | ) | $ | 209,660 | $ | 201,896 | |||||
Effective tax rate |
83 | % | 29 | % | 19 | % | ||||||
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.
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.
35
The significant components of our deferred tax assets and liabilities were as follows:
December 31, | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | 1,852,829 | $ | 178,082 | ||||
Equity compensation |
23,340 | 29,206 | ||||||
Deferred revenue |
30,944 | 24,698 | ||||||
Tax credit and other attribute carryforwards |
17,521 | 28,336 | ||||||
Insurance loss reserve |
13,173 | 22,521 | ||||||
Other |
114,520 | 113,086 | ||||||
Subtotal |
2,052,327 | 395,929 | ||||||
Valuation allowance |
(1,570,890 | ) | (132,262 | ) | ||||
Deferred tax assets |
$ | 481,437 | $ | 263,667 | ||||
(In thousands) | ||||||||
Deferred tax liabilities: |
||||||||
Depreciation, amortization and depletion for tax in excess of book expense |
$ | 950,318 | $ | 799,542 | ||||
Variable interest investments |
3,064 | 1,055 | ||||||
Other |
47,553 | 57,510 | ||||||
Deferred tax liability |
1,000,935 | 858,107 | ||||||
Net deferred assets (liabilities) |
$ | (519,498 | ) | $ | (594,440 | ) | ||
Balance Sheet Summary |
||||||||
Net current deferred asset |
$ | 125,163 | $ | 28,083 | ||||
Net noncurrent deferred asset (1) |
37,559 | | ||||||
Net current deferred liability (2) |
(8,793 | ) | | |||||
Net noncurrent deferred liability |
(673,427 | ) | (622,523 | ) | ||||
Net deferred asset (liability) |
$ | (519,498 | ) | $ | (594,440 | ) | ||
(1) | This amount is included in other long-term assets. | |
(2) | This amount is included in accrued liabilities. |
For U.S. federal income tax purposes, we have net operating loss (NOL) carryforwards of
approximately $715.7 million that, if not utilized, will expire during 2017 to 2018. The NOL
carryforwards for alternative minimum tax purposes are approximately $12.8 million. Additionally,
we have NOL carryforwards in other jurisdictions of approximately $5.8 billion of which $219.9
million that, if not utilized, will expire at various times from 2010 to 2029. We provide a
valuation allowance against NOL carryforwards in various tax jurisdictions based on our
consideration of existing temporary differences and expected future earning levels in those
jurisdictions. We have recorded a deferred tax asset of approximately $1.53 billion as of December
31, 2009 relating to NOL carryforwards that have an indefinite life in several non-U.S.
jurisdictions. A valuation allowance of approximately $1.52 billion has been recognized because we
believe it is more likely than not that substantially all of the deferred tax asset will not be
realized.
36
The NOL carryforwards by year of expiration:
(In thousands) | Total | U.S. Federal | Non-U.S. | |||||||||
Year ended December 31, |
||||||||||||
2010 |
$ | 2,132 | $ | | $ | 2,132 | ||||||
2011 |
1,264 | | 1,264 | |||||||||
2012 |
13,849 | | 13,849 | |||||||||
2013 |
1,372 | | 1,372 | |||||||||
2014 |
7,858 | | 7,858 | |||||||||
2015 |
26 | | 26 | |||||||||
2016 |
28,239 | | 28,239 | |||||||||
2017 |
53,065 | 9,662 | 43,403 | |||||||||
2018 |
49,098 | 17,722 | 31,376 | |||||||||
2019 |
31,452 | | 31,452 | |||||||||
2025 |
16,331 | 16,331 | | |||||||||
2026 |
6,904 | 655 | 6,249 | |||||||||
2027 |
18,345 | 1 | 18,344 | |||||||||
2028 |
32,328 | 5,433 | 26,895 | |||||||||
2029 |
673,367 | 665,933 | 7,434 | |||||||||
Subtotal: expiring NOLs |
935,630 | 715,737 | 219,893 | |||||||||
Non-expiring NOLs |
5,583,913 | | 5,583,913 | |||||||||
Total |
$ | 6,519,543 | $ | 715,737 | $ | 5,803,806 | ||||||
In addition, for state income tax purposes, we have net operating loss carryforwards of
approximately $280 million that, if not utilized, will expire at various times from 2010 to 2029.
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 these carryforwards could be limited or
effectively lost upon certain changes in our shareholder base. Accordingly, although we believe
substantial loss carryforwards are available to us, no assurance can be given concerning these loss
carryforwards, or whether or not they will be available in the future.
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 federal income tax purposes. Nabors
reorganization was completed June 24, 2002. There has been and we expect that there may continue
to be legislation proposed in 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 tax laws
(including tax treaties) could impact our ability to realize the tax savings recorded to date as
well as future tax savings resulting from our reorganization.
Note 13 Common Shares
Our authorized share capital consists of 800 million common shares, par value $.001 per share,
and 25 million preferred shares, par value $.001 per share. Common shares issued were 313,915,220
and 312,343,407 at $.001 par value as of December 31, 2009 and 2008, respectively.
For the years ended December 31, 2008 and 2007, we repurchased 8.5 million and 3.8 million,
respectively, of our common shares in the open market for $281.1 million and $102.5 million,
respectively, all of which are held in treasury. No shares were purchased in the open market
during 2009. From time to time, treasury shares may be reissued. When shares are reissued, we use
the weighted-average-cost method for determining cost. The difference between the cost of the
shares and the issuance price is added to or deducted from our capital in excess of par value
account.
37
During 2008 we entered into a three-month written put option for 1 million of our common
shares with a strike price of $25 per common share. We settled this contract during the fourth
quarter of 2008 and paid cash of $22.6 million, net of the premium, and recognized a loss of $9.9
million which is included in losses (gains) on sales and retirements of long-lived assets and other
expense (income), net in our consolidated statements of income (loss).
During 2009 our outstanding shares increased by 218,835 pursuant to a share settlement of
stock options exercised by Nabors Deputy Chairman, President and Chief Operating Officer, Anthony
G. Petrello. As part of the transaction, Mr. Petrello surrendered 531,165 unexercised vested stock
options to the Company with a value of approximately $5.6 million to satisfy the option exercise
price and related income taxes. During 2007 our outstanding shares increased by 729,866 pursuant
to a share settlement of stock options exercised by Nabors Chairman and Chief Executive Officer,
Eugene M. Isenberg. As part of the transaction, Mr. Isenberg surrendered 4,142,812 unexercised
vested stock options to the Company with a value of approximately $29.7 million to satisfy the
option exercise price and related income taxes.
For the years ended December 31, 2009, 2008 and 2007 the Compensation Committee of our Board
of Directors granted restricted stock awards to some of our executive officers, other key
employees, and independent directors. We awarded 85,000, 4,982,536 and 1,744,627 restricted shares
at an average market price of $11.55, $20.68 and $30.18 to these individuals for 2009, 2008 and
2007, respectively. See Note 6 Share-Based Compensation for a summary of our restricted stock
and option awards as of December 31, 2009.
For the years ended December 31, 2009, 2008 and 2007 our employees exercised vested options to
acquire 1.5 million, 2.5 million and 4.5 million of our common shares, respectively, resulting in
proceeds of $11.2 million, $56.6 million and $61.6 million, respectively.
During 2008 in connection with the redemption of the zero coupon senior exchangeable notes due
2023, we issued 5.25 million of our treasury shares with a fair value of $249.8 million to satisfy
the obligation to the noteholders to pay the excess over the principal amount of the notes that
were exchanged. The treasury shares issued in connection with the redemption of the zero coupon
senior exchangeable notes had a cost basis of $181.2 million. See Note 11 Debt for additional
discussion.
In conjunction with our acquisition of Ryan Energy Technologies Inc. in October 2002 and our
acquisition of Enserco Energy Services Company Inc. in April 2002, we issued 760,528 and 7,098,164
exchangeable shares of Nabors Exchangeco (Canada) Inc., one of our wholly owned Canadian
subsidiaries (Nabors Exchangeco), respectively. During 2009 we redeemed the exchangeable shares
of Nabors Exchangeco for Nabors common shares on a one-for-one basis.
Note 14 Pension, Postretirement and Postemployment Benefits
Pension Plans
In conjunction with our acquisition of Pool Energy Services Co. (Pool) in November 1999, we
acquired the assets and liabilities of a defined benefit pension plan, the Pool Company Retirement
Income Plan (the Pool Pension Plan). Benefits under the Pool Pension Plan are frozen and
participants were fully vested in their accrued retirement benefit on December 31, 1998.
Summarized information on the Pool Pension Plan is as follows:
Pension Benefits | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Change in benefit obligation: |
||||||||
Benefit obligation at beginning of year |
$ | 17,781 | $ | 16,631 | ||||
Interest cost |
1,093 | 1,066 | ||||||
Actuarial loss (gain) |
590 | 610 | ||||||
Benefit payments |
(599 | ) | (526 | ) | ||||
Benefit obligation at end of year (1) |
$ | 18,865 | $ | 17,781 | ||||
Change in plan assets: |
||||||||
Fair value of plan assets at beginning of year |
$ | 12,113 | $ | 15,309 | ||||
Actual (loss) return on plan assets |
1,902 | (3,248 | ) | |||||
38
Pension Benefits | ||||||||
(In thousands) | 2009 | 2008 | ||||||
Employer contribution |
642 | 578 | ||||||
Benefit payments |
(599 | ) | (526 | ) | ||||
Fair value of plan assets at end of year |
$ | 14,058 | $ | 12,113 | ||||
Funded status: |
||||||||
Underfunded status at end of year |
$ | (4,807 | ) | $ | (5,668 | ) | ||
Amounts recognized in consolidated balance sheets: |
||||||||
Other long-term liabilities |
$ | (4,807 | ) | $ | (5,668 | ) | ||
Components of net periodic benefit cost
(recognized in our consolidated statements of
income): |
||||||||
Interest cost |
$ | 1,093 | $ | 1,066 | ||||
Expected return on plan assets |
(794 | ) | (1,001 | ) | ||||
Recognized net actuarial loss |
545 | 95 | ||||||
Net periodic benefit cost |
$ | 844 | $ | 160 | ||||
Weighted-average assumptions: |
||||||||
Weighted-average discount rate |
6.00 | % | 6.25 | % | ||||
Expected long-term rate of return on plan assets |
6.50 | % | 6.50 | % |
(1) | As of December 31, 2009 and 2008, the accumulated benefit obligation was the same as the projected benefit obligation. |
For the years ended December 31, 2009, 2008 and 2007, the net actuarial loss amounts included
in accumulated other comprehensive income (loss) in the consolidated statements of changes in
equity were approximately $(6.3) million, $(7.4) million and $(2.6) million, respectively. There
were no other components, such as prior service costs or transition obligations relating to pension
costs recorded within accumulated other comprehensive income (loss) during 2009, 2008 and 2007.
The amount included in accumulated other comprehensive income (loss) in the consolidated
statements of changes in equity that is expected to be recognized as a component of net periodic
benefit cost during 2010 is approximately $.4 million.
We analyze the historical performance of investments in equity and debt securities, together
with current market factors such as inflation and interest rates to help us make assumptions
necessary to estimate a long-term rate of return on plan assets. Once this estimate is made, we
review the portfolio of plan assets and make adjustments thereto that we believe are necessary to
reflect a diversified blend of investments in equity and debt securities that is capable of
achieving the estimated long-term rate of return without assuming an unreasonable level of
investment risk.
The following table sets forth, by level within the fair value hierarchy, the investments in
the Pool Pension Plan as of December 31, 2009. The investments fair value measurement level
within the fair value hierarchy is classified in its entirety based on the lowest level of input
that is significant to the measurement.
Fair Value as of December 31, 2009 | ||||||||||||||||
Level | Level | Level | ||||||||||||||
(In thousands) | 1 | 2 | 3 | Total | ||||||||||||
Assets: |
||||||||||||||||
Cash |
$ | 450 | $ | | $ | | $ | 450 | ||||||||
Short-term investments: (1) |
||||||||||||||||
Available-for-sale equity securities (2) |
| 7,764 | | 7,764 | ||||||||||||
Available-for-sale debt securities (3) |
| 5,844 | | 5,844 | ||||||||||||
Total investments |
| 13,608 | | 13,608 | ||||||||||||
Total |
$ | 450 | $ | 13,608 | $ | $ | 14,058 | |||||||||
(1) | Includes investments in collective trust funds which are valued based on the fair value of the underlying investments using quoted prices in active markets or other significant inputs that are deemed observable. | |
(2) | Includes funds that invest primarily in U.S. common stocks and foreign equity securities. | |
(3) | Includes funds that invest primarily in investment grade debt. |
39
The measurement date used to determine pension measurements for the plan is December 31.
Our weighted-average asset allocations as of December 31, 2009 and 2008, by asset category are
as follows:
Pension Benefits | ||||||||
2009 | 2008 | |||||||
Cash |
3 | % | 0 | % | ||||
Equity securities |
55 | % | 55 | % | ||||
Debt securities |
42 | % | 45 | % | ||||
Total |
100 | % | 100 | % | ||||
We invest plan assets based on a total return on investment approach, pursuant to which the
plan assets include a diversified blend of investments in equity and debt securities toward a goal
of maximizing the long-term rate of return without assuming an unreasonable level of investment
risk. We determine the level of risk based on an analysis of plan liabilities, the extent to which
the value of the plan assets satisfies the plan liabilities and our financial condition. Our
investment policy includes target allocations approximating 55% investment in equity securities and
45% investment in debt securities. The equity portion of the plan assets represents growth and
value stocks of small, medium and large companies. We measure and monitor the investment risk of
the plan assets both on a quarterly basis and annually when we assess plan liabilities.
We expect to contribute approximately $.5 million to the Pool Pension Plan in 2010. This is
based on the sum of (1) the minimum contribution for the 2009 plan year that will be made in 2010
and (2) the estimated minimum required quarterly contributions for the 2010 plan year. We made
contributions to the Pool Pension Plan in 2009 and 2008 totaling $.6 million, respectively.
As of December 31, 2009, we expect that benefits to be paid in each of the next five years
after 2009 and in the aggregate for the five years thereafter will be as follows:
(In thousands) | ||||
2010 |
$ | 639 | ||
2011 |
712 | |||
2012 |
779 | |||
2013 |
879 | |||
2014 |
1,007 | |||
2015 2019 |
6,409 |
Some of our employees are covered by defined contribution plans. Our contributions to the
plans totaled $19.8 million and $17.5 million for the years ended December 31, 2009 and 2008,
respectively. Nabors does not provide postemployment benefits to its employees.
Postretirement Benefits Other Than Pensions
Prior to the date of our acquisition, Pool provided certain postretirement healthcare and life
insurance benefits to eligible retirees who had attained specific age and years of service
requirements. Nabors terminated this plan at the date of acquisition (November 24, 1999). A
liability of approximately $.2 million is recorded in our consolidated balance sheets as of
December 31, 2009 and 2008, respectively, to cover the estimated costs of beneficiaries covered by
the plan at the date of acquisition.
Note 15 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 pay 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 for 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.
40
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 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 are 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.
Note 16 Commitments and Contingencies
Commitments
Operating Leases
Nabors and its subsidiaries occupy various facilities and lease certain equipment under
various lease agreements. The minimum rental commitments under non-cancelable operating leases,
with lease terms in excess of one year subsequent to December 31, 2009, are as follows:
(In thousands) | ||||
2010 |
$ | 15,498 | ||
2011 |
10,812 | |||
2012 |
2,893 | |||
2013 |
2,525 | |||
2014 |
2,315 | |||
Thereafter |
1,507 | |||
$ | 35,550 | |||
The above amounts do not include property taxes, insurance or normal maintenance that the
lessees are required to pay. Rental expense relating to operating leases with terms greater than 30
days amounted to $25.5 million, $29.4 million and $25.9 million for the years ended December 31,
2009, 2008 and 2007, respectively.
Employment Contracts
We have entered into employment contracts with certain of our employees. Our minimum salary
and bonus obligations under these contracts as of December 31, 2009 are as follows:
(In thousands) | ||||
2010 |
$ | 10,723 | ||
2011 |
10,665 | |||
2012 |
10,665 | |||
2013 |
3,070 | |||
2014 and thereafter |
319 | |||
$ | 35,442 | |||
Nabors Chairman and Chief Executive Officer, Eugene M. Isenberg, and its Deputy Chairman,
President and Chief Operating Officer, Anthony G. Petrello, had employment agreements (prior
employment agreements) in effect through the first quarter of 2009. Effective April 1, 2009, the
Company entered into amended and restated employment agreements (new employment agreements) with
them which extended the terms through March 30, 2013.
41
For the three months ended March 31, 2009, the prior employment agreements provided for annual
cash bonuses in an amount equal to 6% and 2%, for Messrs. Isenberg and Petrello, respectively, of
Nabors net cash flow (as defined in the respective employment agreements) in excess of 15% of the
average shareholders equity for each fiscal year. Mr. Petrellos bonus was subject to a minimum
of $700,000 per year.
Effective April 1, 2009, the new employment agreements for Messrs. Isenberg and Petrello amend
and restate the prior employment agreements. The new employment agreements provide for an
extension of the employment term through March 30, 2013, with automatic one-year extensions
beginning April 1, 2011, unless either party gives notice of non-renewal. The base salaries for
Messrs. Isenberg and Petrello were increased to $1.3 million and $1.1 million, respectively. Mr.
Isenberg has agreed to donate the after-tax proceeds of his base salary to an educational fund
intended to benefit Company employees or other worthy candidates.
On June 29, 2009, the new employment agreements for Messrs. Isenberg and Petrello were amended
to provide for a reduction in the annual rate of base salary payable to each of Messrs. Isenberg
and Petrello to $1.17 million per year and $990,000 per year, respectively, for the period from
June 29, 2009 to December 27, 2009. On December 28, 2009, the agreements were further amended to
extend through June 27, 2010 the previously agreed salary reduction.
In addition to a base salary, the new employment agreements provide for annual cash bonuses in
an amount equal to 2.25% and 1.5%, for Messrs. Isenberg and Petrello, respectively, of Nabors net
cash flow (as defined in the respective employment agreements) in excess of 15% of the average
shareholders equity for each fiscal year. The new employment agreements also provide a quarterly
deferred bonus of $.6 million and $.25 million, respectively, to the accounts of Messrs. Isenberg
and Petrello under Nabors executive deferred compensation plan for each quarter they are employed
beginning June 30, 2009 and, in Mr. Petrellos case, ending March 30, 2019.
For 2009, the annual cash bonuses for Messrs. Isenberg and Petrello pursuant to the formulas
described in their employment agreements were $15.4 million and $4.9 million, respectively, for the
first quarter of 2009 in accordance with the prior employment agreement provisions and $4.5 million
and $3.0 million, respectively, for the second through fourth quarter of 2009 in accordance with
the new employment agreement provisions.
Messrs. Isenberg and Petrello also are eligible for awards under Nabors equity plans, may
participate in annual long-term incentive programs and pension and welfare plans on the same basis
as other executives, and may receive special bonuses from time to time as determined by the Board
of Directors. The new employment agreements effectively eliminated the risk of forfeiture of
outstanding stock awards. Accordingly, we recognized compensation expense during the second
quarter with respect to all previously granted unvested awards to Messrs. Isenberg and Petrello.
As a result, as of December 31, 2009, there was no unrecognized compensation expense related to
restricted stock and stock option awards for either Mr. Isenberg or Mr. Petrello.
Termination in the event of death, disability, or termination without cause (including in
the event of a Change in Control) . The new employment agreements provide for severance
payments in the event that either Mr. Isenbergs or Mr. Petrellos employment agreement is
terminated (i) upon death or disability, (ii) by Nabors prior to the expiration date of the
employment agreement for any reason other than for Cause (as defined in the respective employment
agreements), or (iii) by either individual for Constructive Termination Without Cause, each as
defined in the respective employment agreements. Termination in the event of a Change in Control
(as defined in the respective employment agreements) is considered a Constructive Termination
Without Cause. Mr. Isenberg would be entitled to receive within 30 days of any such triggering
event a payment of $100 million. Mr. Petrello would be entitled to receive within 30 days of his
death or disability a payment of $50 million or in the event of Termination Without Cause or
Constructive Termination Without Cause, a payment based on a formula of three times the average of
his base salary and annual bonus (calculated as though the bonus formula under the new employment
agreement had been in effect) paid during the three fiscal years preceding the termination. If, by
way of example, Mr. Petrello were Terminated Without Cause subsequent to December 31, 2009, his
payment would be approximately $45 million. The formula will be further reduced to two times the
average stated above effective April 1, 2015.
42
The Company does not have insurance to cover its obligations in the event of death,
disability, or termination without cause for either Messrs. Isenberg or Petrello and the Company
has not recorded an expense or accrued a liability relating to these potential obligations.
In addition, under the new employment agreements, the affected individual would be entitled to
receive (a) any unvested restricted stock or stock options outstanding, which would immediately and
fully vest; (b) any amounts earned, accrued or owing to the executive but not yet paid (including
executive benefits, life insurance, disability benefits and reimbursement of expenses and
perquisites), which would be continued through the later of the expiration date or three years
after the termination date; (c) continued participation in medical, dental and life insurance
coverage until the executive received equivalent benefits or coverage through a subsequent employer
or until the death of the executive or his spouse, whichever were later; and (d) any other or
additional benefits in accordance with applicable plans and programs of Nabors. The vesting of
unvested equity awards would not result in the recognition of any additional compensation expense,
as all compensation expense related to Messrs. Isenbergs and Petrellos outstanding awards has
been recognized as of December 31, 2009. In addition, the new employment agreements eliminate all
tax gross-ups, including without limitation tax gross-ups on golden parachute excise taxes, which
applied under the prior employment agreements. Estimates of the cash value of Nabors obligations
to Messrs. Isenberg and Petrello under (b), (c) and (d) above are included in the payment amounts
above.
Other Obligations. In addition to salary and bonus, each of Messrs. Isenberg and
Petrello receive group life insurance at an amount at least equal to three times their respective
base salaries, various split-dollar life insurance policies, reimbursement of expenses, various
perquisites and a personal umbrella insurance policy in the amount of $5 million. Premiums payable
under the split-dollar life insurance policies were suspended as a result of the adoption of the
Sarbanes-Oxley Act of 2002.
Contingencies
Income Tax Contingencies
We are subject to income taxes in the United States and numerous other 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 what is reflected in 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.
It is possible that future changes to tax laws (including tax treaties) could impact our
ability to realize the tax savings recorded to date as well as future tax savings, resulting from
our 2002 corporate reorganization. See Note 11 Income Taxes for additional discussion.
On September 14, 2006, Nabors Drilling International Limited, one of our wholly owned Bermuda
subsidiaries (NDIL), received a Notice of Assessment (the Notice) from Mexicos federal tax
authorities in connection with the audit of NDILs Mexican branch for 2003. The Notice proposes to
deny depreciation expense deductions relating to drilling rigs operating in Mexico in 2003. The
Notice also proposes to deny a deduction for payments made to an affiliated company for the
procurement of labor services in Mexico. The amount assessed was approximately $19.8 million
(including interest and penalties). Nabors and its tax advisors previously concluded that the
deductions were appropriate and more recently that the governments position lacks merit. NDILs
Mexican branch took similar deductions for depreciation and labor expenses from 2004 to 2008. On
June 30, 2009, the government proposed similar assessments against the Mexican branch of another
wholly owned Bermuda subsidiary, Nabors Drilling International II Ltd. (NDIL II) for 2006. We
anticipate that a similar assessment will eventually be proposed against NDIL for 2004 through 2008
and against NDIL II for 2007 to 2009. We believe that the potential assessments will range from $6
million to $26 million per year for the period from 2004 to 2009, and in the aggregate, would be
approximately $90 million to $95 million. Although we believe that any assessments relating to the
2004 to 2009 years would also lack merit, a reserve has been recorded in accordance with GAAP. If
these additional assessments were made and we ultimately did not prevail, we would be required to
recognize additional tax for the amount of the aggregate over the current reserve.
43
Self-Insurance
We self-insure for certain losses relating to workers compensation, employers liability,
general liability, automobile liability and property damage. Effective April 1, 2009 with our
insurance renewal, changes have been made to our self-insured retentions. Some workers
compensation claims are subject to a minimum $1.0 million deductible liability, plus an additional
$3.0 million corridor deductible. Some employers liability and marine employers liability claims
are subject to a $2.0 million per-occurrence deductible. Some automobile liability is subject to a
$.5 million per-occurrence deductible, plus an additional $1.0 million corridor deductible.
General liability claims are subject to a $5.0 million per-occurrence deductible.
In addition, we are subject to a $5.0 million deductible for all land rigs and a $10.0 million
deductible for offshore rigs. This applies to all kinds of risks of physical damage except for
named windstorms in the U.S. Gulf of Mexico for which we are self-insured.
Political risk insurance is procured for select operations in South America, Africa, the
Middle East and Asia. Losses are subject to a $.25 million deductible, except for Colombia, which
is subject to a $.5 million deductible. There is no assurance that such coverage will adequately
protect Nabors against liability from all potential consequences.
As of December 31, 2009 and 2008, our self-insurance accruals totaled $139.0 million and
$163.0 million, respectively, and our related insurance recoveries/receivables were $12.9 million
and $9.7 million, respectively.
Litigation
Nabors and its subsidiaries are defendants or otherwise involved in a number of lawsuits in
the ordinary course of business. We estimate the range of our liability related to pending
litigation when we believe the amount and range of loss can be estimated. We record our best
estimate of a loss when the loss is considered probable. When a liability is probable and there is
a range of estimated loss with no best estimate in the range, we record the minimum estimated
liability related to the lawsuits or claims. As additional information becomes available, we assess
the potential liability related to our pending litigation and claims and revise our estimates. Due
to uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ
from our estimates. In the opinion of management and based on liability accruals provided, our
ultimate exposure with respect to these pending lawsuits and claims is not expected to have a
material adverse effect on our consolidated financial position or cash flows, although they could
have a material adverse effect on our results of operations for a particular reporting period.
On July 5, 2007, we received an inquiry from the U.S. Department of Justice relating to its
investigation of one of one of our vendors and compliance with the Foreign Corrupt Practices Act.
The inquiry relates to transactions with and involving Panalpina, which provides freight forwarding
and customs clearance services to some of our affiliates. To date, the inquiry has focused on
transactions in Kazakhstan, Saudi Arabia, Algeria and Nigeria. The Audit Committee of our Board of
Directors has engaged outside counsel to review some of our transactions with this vendor. The
Audit Committee has received periodic updates at its regularly scheduled meetings, and the Chairman
of the Audit Committee has received updates between meetings as circumstances warrant. The
investigation includes a review of certain amounts paid to and by Panalpina in connection with
obtaining permits for the temporary importation of equipment and clearance of goods and materials
through customs. Both the SEC and the Department of Justice have been advised of the Companys
investigation. The ultimate outcome of this investigation or the effect of implementing any
further measures that may be necessary to ensure full compliance with applicable laws cannot be
determined at this time.
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.
44
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 | ||||||||||
Note 17 Earnings (Losses) Per Share
Prior to January 1, 2009, we excluded unvested restricted stock awards in the calculation of
basic earnings per share and applied the treasury stock method of accounting in calculating the
effect on fully diluted shares of unvested restricted stock.
Effective January 1, 2009, we include unvested restricted stock awards in the calculation of
basic and diluted earnings per share using the two-class method as required by the Earnings Per
Share Topic of the ASC. This accounting change resulted in reductions to our basic earnings per
share calculations of $.02 and to our diluted earnings per share calculations of $.02 for the years
ended December 31, 2008 and 2007.
45
A reconciliation of the numerators and denominators of the basic and diluted earnings (losses)
per share computations is as follows:
Year Ended December 31, | ||||||||||||
(In thousands, except per share amounts) | 2009 | 2008 | 2007 | |||||||||
Net income (loss) (numerator): |
||||||||||||
Income (loss) from continuing operations, net of tax |
$ | (28,268 | ) | $ | 521,594 | $ | 833,520 | |||||
Less: net (income) loss attributable to noncontrolling interest |
342 | (3,927 | ) | 420 | ||||||||
Net income (loss) from continuing operations basic |
(27,926 | ) | 517,667 | 833,940 | ||||||||
Add interest expense on assumed conversion of our zero coupon
convertible/exchangeable senior debentures/notes, net of tax: |
||||||||||||
0.94% senior exchangeable notes due 2011 (1) |
| | | |||||||||
Zero coupon convertible senior debentures due 2021 (2) |
| | | |||||||||
Zero coupon exchangeable notes due 2023 (3) |
| | | |||||||||
Adjusted net income (loss) attributable to Nabors diluted |
$ | (27,926 | ) | $ | 517,667 | $ | 833,940 | |||||
Earnings (losses) per Nabors share: |
||||||||||||
Basic from continuing operations |
$ | (.10 | ) | $ | 1.84 | $ | 2.97 | |||||
Diluted from continuing operations |
$ | (.10 | ) | $ | 1.80 | $ | 2.89 | |||||
Income from discontinued operations, net of tax |
$ | (57,620 | ) | $ | (41,930 | ) | $ | 31,762 | ||||
Earnings (losses) per share, discontinued operations: |
||||||||||||
Basic from discontinued operations |
$ | (.20 | ) | $ | (.15 | ) | $ | .11 | ||||
Diluted from discontinued operations |
$ | (.20 | ) | $ | (.15 | ) | $ | .11 | ||||
Shares (denominator): |
||||||||||||
Weighted-average number of shares outstanding basic (4) |
283,326 | 281,622 | 281,238 | |||||||||
Net effect of dilutive stock options, warrants and restricted stock
awards based on the if-converted method |
| 5,332 | 6,988 | |||||||||
Assumed conversion of our zero coupon convertible/exchangeable
senior debentures/notes: |
||||||||||||
0.94% senior exchangeable notes due 2011 (1) |
| | | |||||||||
Zero coupon convertible senior debentures due 2021 (2) |
| | | |||||||||
Zero coupon exchangeable notes due 2023 (3) |
| 1,282 | | |||||||||
Weighted-average number of shares outstanding diluted |
283,326 | 288,236 | 288,226 | |||||||||
(1) | Diluted earnings (losses) per share for the years ended December 31, 2009, 2008 and 2007 exclude any incremental shares issuable upon exchange of the 0.94% senior exchangeable notes due 2011. During 2008 and 2009 collectively, we purchased $1.1 billion par value of these notes in the open market, leaving approximately $1.7 billion par value outstanding. The number of shares that we would be required to issue upon exchange consists of only the incremental shares that would be issued above the principal amount of the notes, as we are required to pay cash up to the principal amount of the notes exchanged. We would issue an incremental number of shares only upon exchange of these notes. Such shares are included in the calculation of the weighted-average number of shares outstanding in our diluted earnings per share calculation only when our stock price exceeds $45.83 as of the last trading day of the quarter and the average price of our shares for the ten consecutive trading days beginning on the third business day after the last trading day of the quarter exceeds $45.83, which did not occur during any period for the years ended December 31, 2009, 2008 and 2007. | |
(2) | In July 2008 Nabors Delaware paid $60.6 million in cash to redeem the notes, which equaled the issue price of $50.4 million plus accrued original issue discount of $10.2 million. No common shares were issued as part of the redemption of the zero coupon convertible senior debentures. | |
(3) | In June and July 2008 Nabors Delaware paid cash of $171.8 million and $528.2 million, respectively, to redeem all of the notes. In addition to the $700 million in cash, we issued 5.25 million common shares with a fair value of $249.8 million, which equated to the excess of the exchange value of the notes over their principal amount. Because the conversion was completed during 2008, diluted earnings per share for the year ended December 31, 2008 reflect the conversion of the zero coupon senior exchangeable notes due 2023 which included the effect of the 5.25 million shares in the calculation of the weighted-average number of basic shares outstanding. Diluted earnings per share for the year ended December 31, 2007 did not include any incremental shares issuable upon |
46
exchange because the incremental shares would only be included in the weighted-average number of shares outstanding in our diluted earnings per share calculation when the price of our shares exceeded $35.05 on the last trading day of the quarter, which did not occur on December 31, 2007. | ||
(4) | On July 31, 2009, the exchangeable shares of Nabors Exchangeco were exchanged for Nabors common shares on a one-for-one basis. Basic shares outstanding includes the following weighted-average number of common shares and restricted stock of Nabors and weighted-average number of exchangeable shares of Nabors Exchangeco, respectively: 283.2 million and .1 million shares for the year ended December 31, 2009; 281.5 million and .1 million shares for the year ended December 31, 2008; 281.1 million and .1 million shares for the year ended December 31, 2007. |
For all periods presented, the computation of diluted earnings (losses) per Nabors share
excludes outstanding stock options and warrants with exercise prices greater than the average
market price of Nabors common shares, because their inclusion would be anti-dilutive and because
they are not considered participating securities. The average number of options and warrants that
were excluded from diluted earnings (losses) per share that would potentially dilute earnings per
share in the future was 34,113,887, 7,416,865 and 5,083,510 shares during the years ended December
31, 2009, 2008 and 2007, respectively. In any period during which the average market price of
Nabors common shares exceeds the exercise prices of these stock options and warrants, such stock
options and warrants will be included in our diluted earnings (losses) per share computation using
the if-converted method of accounting. Restricted stock will be included in our basic and diluted
earnings (losses) per share computation using the two-class method of accounting in all periods
because such stock is considered participating securities.
Note 18 Supplemental Balance Sheet, Income Statement and Cash Flow Information
At December 31, 2009, other long-term assets included a deposit of $40 million of restricted
funds held at a financial institution to assure future credit availability for an unconsolidated
affiliate. This cash is excluded from cash and cash equivalents in the Consolidated Balance Sheets
and Statements of Cash Flows.
Accrued liabilities include the following:
December 31, | December 31, | |||||||
(In thousands) | 2009 | 2008 | ||||||
Accrued compensation |
$ | 79,195 | $ | 164,712 | ||||
Deferred revenue |
57,563 | 72,377 | ||||||
Other taxes payable |
33,126 | 24,191 | ||||||
Workers compensation liabilities |
31,944 | 23,618 | ||||||
Interest payable |
78,607 | 37,334 | ||||||
Due to joint venture partners |
25,641 | 25,641 | ||||||
Warranty accrual |
6,970 | 8,639 | ||||||
Litigation reserves |
11,951 | 4,825 | ||||||
Professional fees |
3,390 | 1,424 | ||||||
Current deferred tax liability |
8,793 | | ||||||
Other accrued liabilities |
9,157 | 4,632 | ||||||
$ | 346,337 | $ | 367,393 | |||||
Investment income (loss) includes the following:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Interest and dividend income |
$ | 15,777 | $ | 40,148 | $ | 45,099 | ||||||
Gains (losses) on marketable and non-marketable
securities, net |
9,822 | (1) | (18,736 | )(2) | (61,389 | )(3) | ||||||
$ | 25,599 | $ | 21,412 | $ | (16,290 | ) | ||||||
(1) | This amount reflects net unrealized gains of $9.8 million from our trading securities. | |
(2) | This amount reflects net unrealized gains of $8.5 million from our trading securities, partially offset by losses of $27.4 million from our actively managed funds classified as long-term investments. | |
(3) | This amount reflects a net loss of approximately $61.4 million from the portion of our long-term investments comprised of our actively managed funds inclusive of substantial gains from sales of our marketable equity securities. |
47
Losses (gains) on sales and retirements of long-lived assets and other expense (income), net
includes the following:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Losses (gains) on sales, retirements
and involuntary conversions of long-lived
assets |
$ | 5,525 | $ | 14,013 | (1) | $ | 4,891 | (2) | ||||
Litigation expenses |
11,474 | 3,492 | 9,568 | |||||||||
Foreign currency transaction losses (gains) |
8,372 | (2,718 | ) | (3,235 | ) | |||||||
(Gains) losses on derivative instruments |
(1,399 | ) | 14,581 | (3) | 1,347 | |||||||
Gain on debt extinguishment (4) |
(11,197 | ) | (12,248 | ) | | |||||||
Other losses (gains) |
(216 | ) | (1,291 | ) | (794 | ) | ||||||
$ | 12,559 | $ | 15,829 | $ | 11,777 | |||||||
(1) | This amount includes involuntary conversion losses recorded as a result of Hurricanes Gustav and Ike during 2008 of approximately $12.0 million, net of insurance recoveries. | |
(2) | This amount includes a $38.6 million gain from the sale of three accommodation units in the second quarter of 2007 and $40.0 million in losses on long-lived asset retirements during 2007. | |
(3) | This amount includes 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. | |
(4) | These amounts include $11.5 million and $12.2 million pre-tax gains on our purchases of our 0.94% senior exchangeable notes in the open market during 2009 and 2008, respectively. |
Supplemental cash flow information for the years ended December 31, 2009, 2008 and 2007 is as
follows:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Cash paid for income taxes |
$ | 107,994 | $ | 235,907 | $ | 378,726 | ||||||
Cash paid for interest, net of capitalized interest |
126,796 | 67,327 | 41,715 | |||||||||
Acquisitions of businesses: |
||||||||||||
Fair value of assets acquired |
| 7,328 | | |||||||||
Goodwill |
| 284 | 8,391 | |||||||||
Liabilities assumed |
| (6,352 | ) | | ||||||||
Common stock of acquired company previously owned |
| | | |||||||||
Equity consideration issued |
| | | |||||||||
Cash paid for acquisitions of businesses |
| 1,260 | 8,391 | |||||||||
Cash acquired in acquisitions of businesses |
| (973 | ) | | ||||||||
Cash paid for acquisitions of businesses, net |
$ | | $ | 287 | $ | 8,391 | ||||||
Comprehensive income (loss) for the years ended December 31, 2009, 2008 and 2007 is as
follows:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Comprehensive income (loss) attributable to Nabors |
$ | 153,640 | $ | 206,622 | $ | 987,076 | ||||||
Comprehensive income (loss) attributable to noncontrolling interest |
1,682 | 1,390 | 1,823 | |||||||||
Total comprehensive income (loss) |
$ | 155,322 | $ | 208,012 | $ | 988,899 | ||||||
48
Note 19 Unaudited Quarterly Financial Information
Year Ended December 31, 2009 | ||||||||||||||||
(In thousands, except | Quarter Ended | |||||||||||||||
per share amounts) | March 31, | June 30, | September 30, | December 31, | ||||||||||||
Operating revenues and Earnings
(losses) from unconsolidated affiliates
from continuing operations (1) |
$ | 1,132,406 | $ | 862,103 | $ | 806,303 | $ | 727,174 | ||||||||
Income (loss) from continuing
operations, net of tax |
$ | 124,083 | $ | (184,565 | ) | $ | 53,675 | $ | (21,461 | ) | ||||||
Income from discontinued operations,
net of tax |
36 | (8,641 | ) | (23,250 | ) | (25,765 | ) | |||||||||
Less: Net (income) loss attributable to
noncontrolling interest |
1,051 | 220 | (895 | ) | (34 | ) | ||||||||||
Net income (loss) attributable to Nabors |
$ | 125,170 | $ | (192,986 | ) | $ | 29,530 | $ | (47,260 | ) | ||||||
Earnings (loss) per Nabors share: (2) |
||||||||||||||||
Basic from continuing operations |
$ | .44 | $ | (.65 | ) | $ | .18 | $ | (.08 | ) | ||||||
Basic from discontinued operations |
| (.03 | ) | (.08 | ) | (.09 | ) | |||||||||
Total Basic |
$ | .44 | $ | (.68 | ) | $ | .10 | $ | (.17 | ) | ||||||
Diluted from continuing operations |
$ | .44 | $ | (.65 | ) | $ | .18 | $ | (.08 | ) | ||||||
Diluted from discontinued operations |
| (.03 | ) | (.08 | ) | (.09 | ) | |||||||||
Total Diluted |
$ | .44 | $ | (.68 | ) | $ | .10 | $ | (.17 | ) | ||||||
Year Ended December 31, 2008 | ||||||||||||||||
(In thousands, except | Quarter Ended | |||||||||||||||
per share amounts) | March 31, | June 30, | September 30, | December 31, | ||||||||||||
Operating revenues and Earnings
(losses) from unconsolidated affiliates
from continuing operations (3) |
$ | 1,304,827 | $ | 1,281,256 | $ | 1,463,243 | $ | 1,265,668 | ||||||||
Income (loss) from continuing
operations, net of tax |
$ | 222,028 | $ | 178,374 | $ | 197,759 | $ | (76,567 | ) | |||||||
Income from discontinued operations,
net of tax |
(9,508 | ) | (2,070 | ) | (906 | ) | (29,446 | ) | ||||||||
Less: Net (income) loss attributable to
noncontrolling interest |
(476 | ) | 109 | (2,870 | ) | (690 | ) | |||||||||
Net income (loss) attributable to Nabors |
$ | 212,044 | $ | 176,413 | $ | 193,983 | $ | (106,703 | ) | |||||||
Earnings per Nabors share: (2) |
||||||||||||||||
Basic from continuing operations |
$ | .79 | $ | .64 | $ | .69 | $ | (.28 | ) | |||||||
Basic from discontinued operations |
(.03 | ) | (.01 | ) | | (.10 | ) | |||||||||
Total Basic |
$ | .76 | $ | .63 | $ | .69 | $ | (.38 | ) | |||||||
Diluted from continuing operations |
$ | .77 | $ | .61 | $ | .67 | $ | (.28 | ) | |||||||
Diluted from discontinued operations |
(.03 | ) | (.01 | ) | | (.10 | ) | |||||||||
Total Diluted |
$ | .74 | $ | .60 | $ | .67 | $ | (.38 | ) | |||||||
(1) | Includes earnings (losses) from unconsolidated affiliates, net, accounted for by the equity method, of $(64.5) million, $(5.7) million, $17.1 million and $(102.3) million, respectively. | |
(2) | Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year. | |
(3) | Includes earnings (losses) from unconsolidated affiliates, net, accounted for by the equity method, of $5.0 million, $(1.1) million, $10.8 million and $(207.3) million, respectively. |
49
Note 20 Discontinued Operation
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.
In August 2007, we sold our Sea Mar business which had previously been included in Other
Operating Segments to an unrelated third party for a cash purchase price of $194.3 million,
resulting in a pre-tax gain of $49.5 million. The assets included 20 offshore supply vessels and
some related assets, including its right under a vessel construction contract. 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 reported as discontinued
operations in the accompanying audited consolidated statements of income (loss) and the respective
accompanying notes to the consolidated financial statements. Our condensed statements of income
from discontinued operations related to the oil and gas assets and the Sea Mar business for the
years ended December 31, 2009, 2008 and 2007 were as follows:
Condensed Statements of Income
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Revenues from oil and gas assets |
$ | 8,937 | $ | 4,354 | $ | 100 | ||||||
Revenues from Sea Mar business |
$ | | $ | | $ | 58,887 | ||||||
Earnings (losses) from unconsolidated affiliates |
$ | (59,248 | ) | $ | (37,286 | ) | $ | (3,256 | ) | |||
Income (loss) from discontinued operations |
||||||||||||
Income (loss) from discontinued operations from oil and gas assets |
$ | (73,045 | ) | $ | (45,443 | ) | $ | (3,262 | ) | |||
Income (loss) from discontinued operations from Sea Mar business |
| | 26,092 | |||||||||
Gain on disposal of Sea Mar business |
| | 49,500 | |||||||||
Less: income tax expense (benefit) |
(15,425 | ) | (3,513 | ) | 40,568 | |||||||
Income (loss) from discontinued operations, net of tax |
$ | (57,620 | ) | $ | (41,930 | ) | $ | 31,762 | ||||
50
Note 21 Segment Information
As of December 31, 2009, we operate our business out of 10 operating segments. Our six
Contract Drilling operating segments are engaged in drilling, workover and well-servicing
operations, on land and offshore, and represent reportable segments. These operating segments
consist of our Alaska, U.S. Lower 48 Land Drilling, U.S. Land Well-servicing, U.S. Offshore, Canada
and International business units. Our oil and gas operating segment includes Ramshorn Investments,
Inc. and our unconsolidated oil and gas joint ventures with First Reserve Corporation. This
segment is engaged in the exploration for, and the development of and production of oil and natural
gas. Our Other Operating Segments, consisting of Canrig Drilling Technology Ltd., Ryan Energy
Technologies, and Nabors Blue Sky Ltd., are engaged in the manufacturing of top drives,
manufacturing of drilling instrumentation systems, construction and logistics services, trucking
and logistics services, manufacturing and marketing of directional drilling and rig instrumentation
systems, directional drilling, rig instrumentation and data collection services, and heliportable
well services. These Other Operating Segments do not meet the criteria for disclosure, individually
or in the aggregate, as reportable segments.
The accounting policies of the segments are the same as those described in Note 2 Summary of
Significant Accounting Policies. Inter-segment sales are recorded at cost or cost plus a profit
margin. We evaluate the performance of our segments based on several criteria, including adjusted
income (loss) derived from operating activities.
The following table sets forth financial information with respect to our reportable segments:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
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 | ||||||
U.S. Land Well-servicing |
412,243 | 758,510 | 715,414 | |||||||||
U.S. Offshore |
157,305 | 252,529 | 212,160 | |||||||||
Alaska |
204,407 | 184,243 | 152,490 | |||||||||
Canada |
298,653 | 502,695 | 545,035 | |||||||||
International |
1,265,097 | 1,372,168 | 1,094,802 | |||||||||
Subtotal Contract Drilling (3) |
3,420,236 | 4,948,586 | 4,430,891 | |||||||||
Oil and Gas (4)(5) |
(158,780 | ) | (118,533 | ) | 155,476 | |||||||
Other Operating Segments (6)(7) |
446,282 | 683,186 | 588,483 | |||||||||
Other reconciling items (8) |
(179,752 | ) | (198,245 | ) | (215,122 | ) | ||||||
Total |
$ | 3,527,986 | $ | 5,314,994 | $ | 4,959,728 | ||||||
Depreciation and amortization, and depletion: (1) |
||||||||||||
Contract Drilling: |
||||||||||||
U.S. Lower 48 Land Drilling |
$ | 226,875 | $ | 210, 764 | $ | 146,928 | ||||||
U.S. Land Well-servicing |
69,557 | 65,050 | 57,245 | |||||||||
U.S. Offshore |
37,204 | 42,565 | 34,408 | |||||||||
Alaska |
29,946 | 21,710 | 14,889 | |||||||||
Canada |
65,883 | 67,373 | 63,271 | |||||||||
International |
208,949 | 172,066 | 121,985 | |||||||||
Subtotal Contract Drilling |
638,414 | 579,528 | 438,726 | |||||||||
Oil and Gas |
9,476 | 22,308 | 30,904 | |||||||||
Other Operating Segments |
30,542 | 38,903 | 35,203 | |||||||||
Other reconciling items (8) |
(1,915 | ) | (4,064 | ) | (4,260 | ) | ||||||
Total depreciation and amortization, and depletion |
$ | 676,517 | $ | 636,675 | $ | 500,573 | ||||||
51
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
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 | ||||||
U.S. Land Well-servicing |
28,950 | 148,626 | 156,243 | |||||||||
U.S. Offshore |
30,508 | 59,179 | 51,508 | |||||||||
Alaska |
62,742 | 52,603 | 37,394 | |||||||||
Canada |
(7,019 | ) | 61,040 | 87,046 | ||||||||
International |
365,566 | 407,675 | 332,283 | |||||||||
Subtotal Contract Drilling (3) |
775,426 | 1,357,702 | 1,260,776 | |||||||||
Oil and Gas (4) (5) |
(190,798 | ) | (159,931 | ) | 101,672 | |||||||
Other Operating Segments (6) (7) |
34,120 | 68,572 | 35,273 | |||||||||
Other reconciling items (10) |
(196,844 | ) | (167,831 | ) | (138,302 | ) | ||||||
Total adjusted income derived from operating activities |
$ | 421,904 | $ | 1,098,512 | $ | 1,259,419 | ||||||
Interest expense |
(266,039 | ) | (196,718 | ) | (154,919 | ) | ||||||
Investment income (loss) |
25,599 | 21,412 | (16,290 | ) | ||||||||
Gains (losses) on sales and retirements of long-lived assets and other (income) expense, net |
(12,559 | ) | (15,829 | ) | (11,777 | ) | ||||||
Impairments and other charges (11) |
(330,976 | ) | (176,123 | ) | (41,017 | ) | ||||||
Income (loss) from continuing operations before income taxes (1) |
(162,071 | ) | 731,254 | 1,035,416 | ||||||||
Income tax expense (benefit) |
(133,803 | ) | 209,660 | 201,896 | ||||||||
Income (loss) from continuing operations, net of tax |
(28,268 | ) | 521,594 | 833,520 | ||||||||
Income from discontinued operations, net of tax |
(57,620 | ) | (41,930 | ) | 31,762 | |||||||
Net income (loss) |
(85,888 | ) | 479,664 | 865,282 | ||||||||
Less: Net income (loss) attributable to noncontrolling interest |
342 | (3,927 | ) | 420 | ||||||||
Net income (loss) attributable to Nabors |
$ | (85,546 | ) | $ | 475,737 | $ | 865,702 | |||||
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Capital expenditures and acquisitions
of businesses: (12) |
||||||||||||
Contract Drilling: |
||||||||||||
U.S. Lower 48 Land Drilling |
$ | 327,269 | $ | 405,831 | $ | 728,465 | ||||||
U.S. Land Well-servicing |
16,671 | 48,911 | 205,185 | |||||||||
U.S. Offshore |
48,694 | 82,574 | 49,270 | |||||||||
Alaska |
55,426 | 85,735 | 69,233 | |||||||||
Canada |
29,214 | 85,113 | 94,058 | |||||||||
International |
328,252 | 635,340 | 620,264 | |||||||||
Subtotal Contract Drilling |
805,526 | 1,343,504 | 1,766,475 | |||||||||
Oil and Gas |
184,185 | 191,937 | 113,224 | |||||||||
Other Operating Segments |
20,446 | 32,191 | 53,594 | |||||||||
Other reconciling items (10) (17) |
(19,870 | ) | 10,609 | 12,639 | ||||||||
Total capital expenditures |
$ | 990,287 | $ | 1,578,241 | $ | 1,945,932 | ||||||
December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Total assets: |
||||||||||||
Contract Drilling: (13) (14) |
||||||||||||
U.S. Lower 48 Land Drilling |
$ | 2,609,101 | $ | 2,833,618 | $ | 2,544,629 | ||||||
U.S. Land Well-servicing |
594,456 | 707,009 | 725,845 | |||||||||
U.S. Offshore |
440,556 | 480,324 | 452,505 | |||||||||
Alaska |
373,146 | 356,603 | 283,121 | |||||||||
Canada |
984,740 | 906,154 | 1,398,363 | |||||||||
International |
3,151,513 | 3,080,947 | 2,577,057 | |||||||||
Subtotal Contract Drilling |
8,153,512 | 8,364,655 | 7,981,520 | |||||||||
Oil and Gas (15) |
835,465 | 929,848 | 646,837 | |||||||||
Other Operating Segments (16) |
502,501 | 578,802 | 610,041 | |||||||||
Other reconciling items (10) (17) |
1,153,212 | 644,594 | 901,385 | |||||||||
Total assets |
$ | 10,644,690 | $ | 10,517,899 | $ | 10,139,783 | ||||||
52
(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. | |
(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) | 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, assets and capital expenditures. | |
(11) | Represents impairments and other charges recorded during the years ended December 31, 2009, 2008 and 2007, respectively. | |
(12) | Includes the portion of the purchase price of acquisitions allocated to fixed assets and goodwill based on their fair market value. | |
(13) | Includes $49.8 million, $49.2 million and $47.3 million of investments in unconsolidated affiliates accounted for using the equity method as of December 31, 2009, 2008 and 2007, respectively. | |
(14) | Includes $21.4 million of investments in unconsolidated affiliates accounted for by the cost method of accounting as of December 31, 2007. There were no investments in unconsolidated affiliates accounted for by the cost method as of December 31, 2009 or 2008. | |
(15) | Includes $190.1 million, $298.3 million and $274.1 million investments in unconsolidated affiliates accounted for using the equity method as of December 31, 2009, 2008 and 2007, respectively. | |
(16) | Includes $65.8 million, $63.3 million and $62.0 million of investments in unconsolidated affiliates accounted for using the equity method as of December 31, 2009, 2008 and 2007, respectively. |
53
(17) | Includes $.9 million of investments in unconsolidated affiliates accounted for using the cost method as of each of December 31, 2009 and 2008, respectively. |
The following table sets forth financial information with respect to Nabors operations by
geographic area:
Year Ended December 31, | ||||||||||||
(In thousands) | 2009 | 2008 | 2007 | |||||||||
Operating revenues and earnings (losses) from
unconsolidated affiliates from continuing operations: |
||||||||||||
U.S. |
$ | 1,802,140 | $ | 3,306,064 | $ | 3,189,230 | ||||||
Outside the U.S. |
1,725,846 | 2,008,930 | 1,770,498 | |||||||||
$ | 3,527,986 | $ | 5,314,994 | $ | 4,959,728 | |||||||
Property, plant and equipment, net: |
||||||||||||
U.S. |
$ | 4,107,250 | $ | 4,059,697 | $ | 3,745,986 | ||||||
Outside the U.S. |
3,538,800 | 3,272,262 | 2,923,027 | |||||||||
$ | 7,646,050 | $ | 7,331,959 | $ | 6,669,013 | |||||||
Goodwill: |
||||||||||||
U.S. |
$ | 130,275 | $ | 130,275 | $ | 130,275 | ||||||
Outside the U.S. |
33,990 | 45,474 | 238,157 | |||||||||
$ | 164,265 | $ | 175,749 | $ | 368,432 | |||||||
54
Note 22 Condensed Consolidating Financial Information
Nabors has fully and unconditionally guaranteed all of the issued public debt securities of
Nabors Delaware, and Nabors and Nabors Delaware have fully and unconditionally guaranteed the
4.875% senior notes due August 2009 issued by Nabors Holdings 1, ULC, an unlimited liability
company formed under the Companies Act of Nova Scotia, Canada and a subsidiary of Nabors (Nabors
Holdings). On August 17, 2009, we paid $168.4 million to discharge the remaining balance of our
4.875% senior notes. Effective September 30, 2009, Nabors Holdings 1, ULC was amalgamated with
Nabors Drilling Canada ULC, the successor company.
The following condensed consolidating financial information is included so that separate
financial statements of Nabors Delaware and Nabors Holdings are not required to be filed with the
SEC. The condensed consolidating financial statements present investments in both consolidated and
unconsolidated affiliates using the equity method of accounting.
The following condensed consolidating financial information presents condensed consolidating
balance sheets as of December 31, 2009 and 2008, statements of income (loss) for the years ended
December 31, 2009, 2008 and 2007 and the consolidating statements of cash flows for the years ended
December 31, 2009, 2008 and 2007 of (a) Nabors, parent/guarantor, (b) Nabors Delaware, issuer of
public debt securities guaranteed by Nabors and guarantor of the 4.875% senior notes issued by
Nabors Holdings, (c) Nabors Holdings, issuer of the 4.875% senior notes, (d) the non-guarantor
subsidiaries, (e) consolidating adjustments necessary to consolidate Nabors and its subsidiaries
and (f) Nabors on a consolidated basis.
55
Condensed Consolidating Balance Sheets
December 31, 2009 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 11,702 | $ | 135 | $ | | $ | 915,978 | $ | | $ | 927,815 | ||||||||||||
Short-term investments |
| | | 163,036 | | 163,036 | ||||||||||||||||||
Accounts receivable, net |
| | | 724,040 | | 724,040 | ||||||||||||||||||
Inventory |
| | | 100,819 | | 100,819 | ||||||||||||||||||
Deferred income taxes |
| | | 125,163 | | 125,163 | ||||||||||||||||||
Other current assets |
50 | (15,606 | ) | | 151,347 | | 135,791 | |||||||||||||||||
Total current assets |
11,752 | (15,471 | ) | | 2,180,383 | | 2,176,664 | |||||||||||||||||
Long-term investments and other receivables |
| | | 100,882 | | 100,882 | ||||||||||||||||||
Property, plant and equipment, net |
| 46,473 | | 7,599,577 | | 7,646,050 | ||||||||||||||||||
Goodwill |
| | | 164,265 | | 164,265 | ||||||||||||||||||
Intercompany receivables |
233,482 | 453,298 | | 192,492 | (879,272 | ) | | |||||||||||||||||
Investment in unconsolidated affiliates |
4,923,949 | 5,110,430 | | 2,168,884 | (11,896,655 | ) | 306,608 | |||||||||||||||||
Other long-term assets |
| 29,952 | | 220,269 | | 250,221 | ||||||||||||||||||
Total assets |
$ | 5,169,183 | $ | 5,624,682 | $ | | $ | 12,626,752 | $ | (12,775,927 | ) | $ | 10,644,690 | |||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Current portion of long-term debt |
$ | | $ | | $ | | $ | 163 | $ | | $ | 163 | ||||||||||||
Trade accounts payable |
20 | 8 | | 226,395 | | 226,423 | ||||||||||||||||||
Accrued liabilities |
1,507 | 78,359 | | 266,471 | | 346,337 | ||||||||||||||||||
Income taxes payable |
| 9,530 | | 26,169 | | 35,699 | ||||||||||||||||||
Total current liabilities |
1,527 | 87,897 | | 519,198 | | 608,622 | ||||||||||||||||||
Long-term debt |
| 3,939,896 | | 709 | | 3,940,605 | ||||||||||||||||||
Other long-term liabilities |
| 3,446 | | 236,611 | | 240,057 | ||||||||||||||||||
Deferred income taxes |
| 112,760 | | 560,667 | | 673,427 | ||||||||||||||||||
Intercompany payable |
| | | 879,272 | (879,272 | ) | | |||||||||||||||||
Total liabilities |
1,527 | 4,143,999 | | 2,196,457 | (879,272 | ) | 5,462,711 | |||||||||||||||||
Shareholders equity |
5,167,656 | 1,480,683 | | 10,415,972 | (11,896,655 | ) | 5,167,656 | |||||||||||||||||
Noncontrolling interest |
| | | 14,323 | | 14,323 | ||||||||||||||||||
Total equity |
5,167,656 | 1,480,683 | | 10,430,295 | (11,896,655 | ) | 5,181,979 | |||||||||||||||||
Total liabilities and equity |
$ | 5,169,183 | $ | 5,624,682 | $ | | $ | 12,626,752 | $ | (12,775,927 | ) | $ | 10,644,690 | |||||||||||
56
December 31, 2008 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 8,291 | $ | 96 | $ | 1,259 | $ | 432,441 | $ | | $ | 442,087 | ||||||||||||
Short-term investments |
| | | 142,158 | | 142,158 | ||||||||||||||||||
Accounts receivable, net |
| | | 1,160,768 | | 1,160,768 | ||||||||||||||||||
Inventory |
| | | 150,118 | | 150,118 | ||||||||||||||||||
Deferred income taxes |
| (3,992 | ) | | 32,075 | | 28,083 | |||||||||||||||||
Other current assets |
136 | 60,090 | 376 | 182,777 | | 243,379 | ||||||||||||||||||
Total current assets |
8,427 | 56,194 | 1,635 | 2,100,337 | | 2,166,593 | ||||||||||||||||||
Long-term investments and other receivables |
| | | 239,952 | | 239,952 | ||||||||||||||||||
Property, plant and equipment, net |
| 49,917 | | 7,282,042 | | 7,331,959 | ||||||||||||||||||
Goodwill |
| | | 175,749 | | 175,749 | ||||||||||||||||||
Intercompany receivables |
185,626 | 1,177,864 | 135,284 | 36,715 | (1,535,489 | ) | | |||||||||||||||||
Investment in unconsolidated affiliates |
4,718,604 | 4,388,439 | 378,237 | 2,527,973 | (11,601,526 | ) | 411,727 | |||||||||||||||||
Other long-term assets |
| 20,874 | 401 | 170,644 | | 191,919 | ||||||||||||||||||
Total assets |
$ | 4,912,657 | $ | 5,693,288 | $ | 515,557 | $ | 12,533,412 | $ | (13,137,015 | ) | $ | 10,517,899 | |||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Current portion of long-term debt |
$ | | $ | | $ | 224,829 | $ | 201 | $ | | $ | 225,030 | ||||||||||||
Trade accounts payable |
755 | 79 | | 424,074 | | 424,908 | ||||||||||||||||||
Accrued liabilities |
7,796 | 31,773 | 4,151 | 323,673 | | 367,393 | ||||||||||||||||||
Income taxes payable |
| 135,992 | 36 | (24,500 | ) | | 111,528 | |||||||||||||||||
Total current liabilities |
8,551 | 167,844 | 229,016 | 723,448 | | 1,128,859 | ||||||||||||||||||
Long-term debt |
| 3,599,404 | | 1,129 | | 3,600,533 | ||||||||||||||||||
Other long-term liabilities |
| | | 247,560 | | 247,560 | ||||||||||||||||||
Deferred income taxes |
| 117,125 | (333 | ) | 505,731 | | 622,523 | |||||||||||||||||
Intercompany payable |
| | | 1,535,489 | (1,535,489 | ) | | |||||||||||||||||
Total liabilities |
8,551 | 3,884,373 | 228,683 | 3,013,357 | (1,535,489 | ) | 5,599,475 | |||||||||||||||||
Shareholders equity |
4,904,106 | 1,808,915 | 286,874 | 9,505,737 | (11,601,526 | ) | 4,904,106 | |||||||||||||||||
Noncontrolling interest |
| | | 14,318 | | 14,318 | ||||||||||||||||||
Total equity |
4,904,106 | 1,808,915 | 286,874 | 9,520,055 | (11,601,526 | ) | 4,918,424 | |||||||||||||||||
Total liabilities and equity |
$ | 4,912,657 | $ | 5,693,288 | $ | 515,557 | $ | 12,533,412 | $ | (13,137,015 | ) | $ | 10,517,899 | |||||||||||
57
Condensed Consolidating Statements of Income (Loss)
Year Ended December 31, 2009 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
Revenues and other income: |
||||||||||||||||||||||||
Operating revenues |
$ | | $ | | $ | | $ | 3,683,419 | $ | | $ | 3,683,419 | ||||||||||||
Earnings (losses) from unconsolidated affiliates |
| | | (155,433 | ) | | (155,433 | ) | ||||||||||||||||
Earnings (losses) from consolidated affiliates |
(74,204 | ) | (316,443 | ) | (86,751 | ) | (441,133 | ) | 918,531 | | ||||||||||||||
Investment income (loss) |
58 | 2,357 | 101 | 23,083 | | 25,599 | ||||||||||||||||||
Intercompany interest income |
| 66,150 | 5,558 | | (71,708 | ) | | |||||||||||||||||
Total revenues and other income |
(74,146 | ) | (247,936 | ) | (81,092 | ) | 3,109,936 | 846,823 | 3,553,585 | |||||||||||||||
Costs and other deductions: |
||||||||||||||||||||||||
Direct costs |
| | | 2,001,404 | | 2,001,404 | ||||||||||||||||||
General and administrative expenses |
28,350 | 336 | 1 | 400,044 | (570 | ) | 428,161 | |||||||||||||||||
Depreciation and amortization |
| 3,594 | | 663,506 | | 667,100 | ||||||||||||||||||
Depletion |
| | | 9,417 | | 9,417 | ||||||||||||||||||
Interest expense |
| 288,715 | 5,634 | (28,310 | ) | | 266,039 | |||||||||||||||||
Intercompany interest expense |
| | | 71,708 | (71,708 | ) | | |||||||||||||||||
Losses (gains) on sales and retirements of long-lived assets and other expense (income), net |
(16,950 | ) | 4,145 | 5,069 | 37,972 | (17,677 | ) | 12,559 | ||||||||||||||||
Impairments and other charges |
| | | 330,976 | | 330,976 | ||||||||||||||||||
Total costs and other deductions |
11,400 | 296,790 | 10,704 | 3,486,717 | (89,955 | ) | 3,715,656 | |||||||||||||||||
Income (loss) from continuing operations before income taxes |
(85,546 | ) | (544,726 | ) | (91,796 | ) | (376,781 | ) | 936,778 | (162,071 | ) | |||||||||||||
Income tax expense (benefit) |
| (84,465 | ) | 15,744 | (65,082 | ) | | (133,803 | ) | |||||||||||||||
Income (loss) from continuing operations, net of tax |
(85,546 | ) | (460,261 | ) | (107,540 | ) | (311,699 | ) | 936,778 | (28,268 | ) | |||||||||||||
Income (loss) from discontinued operations, net of tax |
| | | (57,620 | ) | | (57,620 | ) | ||||||||||||||||
Net income (loss) |
(85,546 | ) | (460,261 | ) | (107,540 | ) | (369,319 | ) | 936,778 | (85,888 | ) | |||||||||||||
Less: Net (income) loss attributable to noncontrolling interest |
| | | 342 | | 342 | ||||||||||||||||||
Net income (loss) attributable to Nabors |
$ | (85,546 | ) | $ | (460,261 | ) | $ | (107,540 | ) | $ | (368,977 | ) | $ | 936,778 | $ | (85,546 | ) | |||||||
58
Year Ended December 31, 2008 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
Revenues and other income: |
||||||||||||||||||||||||
Operating revenues |
$ | | $ | | $ | | $ | 5,507,542 | $ | | $ | 5,507,542 | ||||||||||||
Earnings (losses) from unconsolidated affiliates |
| | | (192,548 | ) | | (192,548 | ) | ||||||||||||||||
Earnings (losses) from consolidated affiliates |
490,138 | 197,934 | 19,335 | 130,981 | (838,388 | ) | | |||||||||||||||||
Investment income (loss) |
364 | 2,373 | 3 | 18,672 | | 21,412 | ||||||||||||||||||
Intercompany interest income |
4,000 | 70,017 | 11,840 | | (85,857 | ) | | |||||||||||||||||
Total revenues and other income |
494,502 | 270,324 | 31,178 | 5,464,647 | (924,245 | ) | 5,336,406 | |||||||||||||||||
Costs and other deductions: |
||||||||||||||||||||||||
Direct costs |
| | | 3,100,613 | | 3,100,613 | ||||||||||||||||||
General and administrative expenses |
21,191 | 494 | 32 | 458,792 | (1,315 | ) | 479,194 | |||||||||||||||||
Depreciation and amortization |
| 3,901 | | 610,466 | | 614,367 | ||||||||||||||||||
Depletion |
| | | 22,308 | | 22,308 | ||||||||||||||||||
Interest expense |
| 197,145 | 11,440 | (11,867 | ) | | 196,718 | |||||||||||||||||
Intercompany interest expense |
| | | 85,857 | (85,857 | ) | | |||||||||||||||||
Losses (gains) on sales and retirements of long-lived assets and other expense (income), net |
(2,426 | ) | (5,045 | ) | 27,444 | (5,459 | ) | 1,315 | 15,829 | |||||||||||||||
Impairments and other charges |
| | | 176,123 | | 176,123 | ||||||||||||||||||
Total costs and other deductions |
18,765 | 196,495 | 38,916 | 4,436,833 | (85,857 | ) | 4,605,152 | |||||||||||||||||
Income (loss) from continuing operations before income taxes |
475,737 | 73,829 | (7,738 | ) | 1,027,814 | (838,388 | ) | 731,254 | ||||||||||||||||
Income tax expense (benefit) |
| (45,920 | ) | (2,477 | ) | 258,057 | | 209,660 | ||||||||||||||||
Income (loss) from continuing operations, net of tax |
475,737 | 119,749 | (5,261 | ) | 769,757 | (838,388 | ) | 521,594 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax |
| | | (41,930 | ) | | (41,930 | ) | ||||||||||||||||
Net income (loss) |
475,737 | 119,749 | (5,261 | ) | 727,827 | (838,388 | ) | 479,664 | ||||||||||||||||
Less: Net (income) loss attributable to noncontrolling interest |
| | | (3,927 | ) | | (3,927 | ) | ||||||||||||||||
Net income (loss) attributable to Nabors |
$ | 475,737 | $ | 119,749 | $ | (5,261 | ) | $ | 723,900 | $ | (838,388 | ) | $ | 475,737 | ||||||||||
59
Year Ended December 31, 2007 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
Revenues and other income: |
||||||||||||||||||||||||
Operating revenues |
$ | | $ | | $ | | $ | 4,938,748 | $ | | $ | 4,938,748 | ||||||||||||
Earnings (losses) from unconsolidated affiliates |
| | | 20,980 | | 20,980 | ||||||||||||||||||
Earnings (losses) from consolidated affiliates |
849,339 | 503,713 | 17,632 | 478,381 | (1,849,065 | ) | | |||||||||||||||||
Investment income (loss) |
687 | 146 | | (17,123 | ) | | (16,290 | ) | ||||||||||||||||
Intercompany interest income |
3,989 | 85,550 | 2 | | (89,541 | ) | | |||||||||||||||||
Total revenues and other income |
854,015 | 589,409 | 17,634 | 5,420,986 | (1,938,606 | ) | 4,943,438 | |||||||||||||||||
Costs and other deductions: |
||||||||||||||||||||||||
Direct costs |
| | | 2,763,462 | | 2,763,462 | ||||||||||||||||||
General and administrative expenses |
17,085 | 144 | 17 | 419,565 | (537 | ) | 436,274 | |||||||||||||||||
Depreciation and amortization |
| 2,539 | | 467,130 | | 469,669 | ||||||||||||||||||
Depletion |
| | | 30,904 | | 30,904 | ||||||||||||||||||
Interest expense |
| 152,374 | 11,456 | (8,911 | ) | | 154,919 | |||||||||||||||||
Intercompany interest expense |
6,260 | | | 83,281 | (89,541 | ) | | |||||||||||||||||
Losses (gains) on sales and retirements of long-lived assets and other expense (income), net |
(8 | ) | 1,377 | | 9, 871 | 537 | 11,777 | |||||||||||||||||
Impairments and other charges |
| | | 41,017 | | 41,017 | ||||||||||||||||||
Total costs and other deductions |
23,337 | 156,434 | 11,473 | 3,806,319 | (89,541 | ) | 3,908,022 | |||||||||||||||||
Income (loss) from continuing operations before income taxes |
830,678 | 432,975 | 6,161 | 1,614,667 | (1,849,065 | ) | 1,035,416 | |||||||||||||||||
Income tax expense (benefit) |
| (26,172 | ) | 1,971 | 226,097 | | 201,896 | |||||||||||||||||
Income (loss) from continuing operations, net of tax |
830,678 | 459,147 | 4,190 | 1,388,570 | (1,849,065 | ) | 833,520 | |||||||||||||||||
Income (loss) from discontinued operations, net of tax |
35,024 | 35,024 | | 66,786 | (105,072 | ) | 31,762 | |||||||||||||||||
Net income (loss) |
865,702 | 494,171 | 4,190 | 1,455,356 | (1,954,137 | ) | 865,282 | |||||||||||||||||
Less: Net (income) loss attributable to noncontrolling interest |
| | | 420 | | 420 | ||||||||||||||||||
Net income (loss) attributable to Nabors |
$ | 865,702 | $ | 494,171 | $ | 4,190 | $ | 1,455,776 | $ | (1,954,137 | ) | $ | 865,702 | |||||||||||
60
Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2009 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
Net cash provided by (used for)
operating activities |
$ | 40,589 | $ | 646,645 | $ | 608 | $ | 1,089,086 | $ | (159,956 | ) | $ | 1,616,972 | |||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||||
Purchases of investments |
| | | (32,674 | ) | | (32,674 | ) | ||||||||||||||||
Sales and maturities of
investments |
| | | 57,033 | | 57,033 | ||||||||||||||||||
Investment in unconsolidated
affiliates |
| | | (125,076 | ) | | (125,076 | ) | ||||||||||||||||
Capital expenditures |
| | | (1,093,435 | ) | | (1,093,435 | ) | ||||||||||||||||
Proceeds from sales of assets and
insurance claims |
| | | 31,375 | | 31,375 | ||||||||||||||||||
Proceeds from sale of
consolidated affiliates |
| | 239,421 | (239,421 | ) | | | |||||||||||||||||
Cash paid for investments in
consolidated affiliates |
(46,912 | ) | (900,000 | ) | | | 946,912 | | ||||||||||||||||
Net cash provided by (used for)
investing activities |
(46,912 | ) | (900,000 | ) | 239,421 | (1,402,198 | ) | 946,912 | (1,162,777 | ) | ||||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||||||
Increase (decrease) in cash
overdrafts |
| | | (18,157 | ) | | (18,157 | ) | ||||||||||||||||
Proceeds from long-term debt |
| 1,124,978 | | | | 1,124,978 | ||||||||||||||||||
Debt issuance costs |
| (8,832 | ) | | | | (8,832 | ) | ||||||||||||||||
Intercompany debt |
| | 143,859 | (143,859 | ) | | | |||||||||||||||||
Proceeds from issuance of common
shares |
11,249 | | | | | 11,249 | ||||||||||||||||||
Reduction in long-term debt |
| (856,203 | ) | (225,191 | ) | (407 | ) | | (1,081,801 | ) | ||||||||||||||
Repurchase of equity component of
convertible debt |
| (6,586 | ) | | | | (6,586 | ) | ||||||||||||||||
Purchase of restricted stock |
(1,515 | ) | | | | | (1,515 | ) | ||||||||||||||||
Tax benefit related to
share-based awards |
| 37 | | | | 37 | ||||||||||||||||||
Cash dividends paid |
| | (159,956 | ) | | 159,956 | | |||||||||||||||||
Proceeds from parent contributions |
| | | 946,912 | (946,912 | ) | | |||||||||||||||||
Net cash (used for) provided by
financing activities |
9,734 | 253,394 | (241,288 | ) | 784,489 | (786,956 | ) | 19,373 | ||||||||||||||||
Effect of exchange rate changes on
cash and cash equivalents |
| | | 12,160 | | 12,160 | ||||||||||||||||||
Net (decrease) increase in cash and
cash equivalents |
3,411 | 39 | (1,259 | ) | 483,537 | | 485,728 | |||||||||||||||||
Cash and cash equivalents, beginning
of period |
8,291 | 96 | 1,259 | 432,441 | | 442,087 | ||||||||||||||||||
Cash and cash equivalents, end of
period |
$ | 11,702 | $ | 135 | $ | | $ | 915,978 | $ | | $ | 927,815 | ||||||||||||
61
Year Ended December 31, 2008 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
Net cash provided by
(used for) operating
activities |
$ | 39,987 | $ | 287,628 | $ | (162,293 | ) | $ | 1,455,628 | $ | (158,126 | ) | $ | 1,462,824 | ||||||||||
Cash flows from investing
activities: |
||||||||||||||||||||||||
Purchases of investments |
| | | (269,983 | ) | | (269,983 | ) | ||||||||||||||||
Sales and maturities of
investments |
| | | 521,613 | | 521,613 | ||||||||||||||||||
Cash paid for acquisitions
of businesses, net |
| | | (287 | ) | | (287 | ) | ||||||||||||||||
Investment in
unconsolidated affiliates |
| | | (271,309 | ) | | (271,309 | ) | ||||||||||||||||
Capital expenditures |
| (16,817 | ) | | (1,490,162 | ) | | (1,506,979 | ) | |||||||||||||||
Proceeds from sales of
assets and insurance claims |
| | | 69,842 | | 69,842 | ||||||||||||||||||
Cash paid for investments
in consolidated affiliates |
(85,927 | ) | (150,626 | ) | | (163,548 | ) | 400,101 | | |||||||||||||||
Net cash provided by (used
for) investing activities |
(85,927 | ) | (167,443 | ) | | (1,603,834 | ) | 400,101 | (1,457,103 | ) | ||||||||||||||
Cash flows from financing
activities: |
||||||||||||||||||||||||
Increase (decrease) in cash
overdrafts |
| | | 23,858 | | 23,858 | ||||||||||||||||||
Proceeds from long-term debt |
| 962,901 | | | | 962,901 | ||||||||||||||||||
Debt issuance costs |
| (7,324 | ) | | | | (7,324 | ) | ||||||||||||||||
Proceeds from issuance of
common shares |
56,633 | | | (3 | ) | | 56,630 | |||||||||||||||||
Reduction in long-term debt |
| (836,431 | ) | | (80 | ) | | (836,511 | ) | |||||||||||||||
Repurchase of common shares |
| (247,357 | ) | | (33,744 | ) | | (281,101 | ) | |||||||||||||||
Purchase of restricted stock |
(13,061 | ) | | | | | (13,061 | ) | ||||||||||||||||
Tax benefit related to
share-based awards |
| 5,369 | | | | 5,369 | ||||||||||||||||||
Cash dividends paid |
| | | (158,126 | ) | 158,126 | | |||||||||||||||||
Proceeds from parent
contributions |
| | 163,548 | 236,553 | (400,101 | ) | | |||||||||||||||||
Net cash (used for) provided
by financing activities |
43,572 | (122,842 | ) | 163,548 | 68,458 | (241,975 | ) | (89,239 | ) | |||||||||||||||
Effect of exchange rate
changes on cash and cash
equivalents |
| | | (5,701 | ) | | (5,701 | ) | ||||||||||||||||
Net (decrease) increase in
cash and cash equivalents |
(2,368 | ) | (2,657 | ) | 1,255 | (85,449 | ) | | (89,219 | ) | ||||||||||||||
Cash and cash equivalents,
beginning of period |
10,659 | 2,753 | 4 | 517,890 | | 531,306 | ||||||||||||||||||
Cash and cash equivalents, end
of period |
$ | 8,291 | $ | 96 | $ | 1,259 | $ | 432,441 | $ | | $ | 442,087 | ||||||||||||
62
Year Ended December 31, 2007 | ||||||||||||||||||||||||
Nabors | Other | |||||||||||||||||||||||
Nabors | Delaware | Nabors | Subsidiaries | |||||||||||||||||||||
(Parent/ | (Issuer/ | Holdings | (Non- | Consolidating | Consolidated | |||||||||||||||||||
(In thousands) | Guarantor) | Guarantor) | (Issuer) | Guarantors) | Adjustments | Total | ||||||||||||||||||
Net cash provided by
(used for) operating
activities |
$ | (6,213 | ) | $ | 142,469 | $ | (16,111 | ) | $ | 1,280,248 | $ | (5,484 | ) | $ | 1,394,909 | |||||||||
Cash flows from investing
activities: |
||||||||||||||||||||||||
Purchases of investments |
| | | (378,318 | ) | | (378,318 | ) | ||||||||||||||||
Sales and maturities of
investments |
| 926 | | 859,459 | | 860,385 | ||||||||||||||||||
Cash paid for acquisitions
of businesses, net |
| | | (8,391 | ) | | (8,391 | ) | ||||||||||||||||
Investment in
unconsolidated affiliates |
| | | (278,100 | ) | | (278,100 | ) | ||||||||||||||||
Capital expenditures |
| (24,711 | ) | | (2,014,469 | ) | | (2,039,180 | ) | |||||||||||||||
Proceeds from sales of
assets and insurance claims |
| | | 356,387 | | 356,387 | ||||||||||||||||||
Cash paid for investments
in consolidated affiliates |
| (120,484 | ) | | (16,107 | ) | 136,591 | | ||||||||||||||||
Net cash provided by (used
for) investing activities |
| (144,269 | ) | | (1,479,539 | ) | 136,591 | (1,487,217 | ) | |||||||||||||||
Cash flows from financing
activities: |
||||||||||||||||||||||||
Decrease in cash overdrafts |
| | | (38,416 | ) | | (38,416 | ) | ||||||||||||||||
Proceeds from long-term debt |
(57,811 | ) | | | 57,811 | | | |||||||||||||||||
Proceeds from issuance of
common shares |
61,620 | | | | | 61,620 | ||||||||||||||||||
Repurchase of common shares |
| | | (102,451 | ) | | (102,451 | ) | ||||||||||||||||
Purchase of restricted stock |
(1,811 | ) | | | | | (1,811 | ) | ||||||||||||||||
Tax benefit related to
share-based awards |
| 2,159 | | | | 2,159 | ||||||||||||||||||
Cash dividends paid |
| | | (5,484 | ) | 5,484 | | |||||||||||||||||
Proceeds from parent
contributions |
| | 16,107 | 120,484 | (136,591 | ) | | |||||||||||||||||
Net cash (used for) provided
by financing activities |
1,998 | 2,159 | 16,107 | 31,944 | (131,107 | ) | (78,899 | ) | ||||||||||||||||
Effect of exchange rate
changes on cash and cash
equivalents |
| | | 1,964 | | 1,964 | ||||||||||||||||||
Net (decrease) increase in
cash and cash equivalents |
(4,215 | ) | 359 | (4 | ) | (165,383 | ) | | (169,243 | ) | ||||||||||||||
Cash and cash equivalents,
beginning of period |
14,874 | 2,394 | 8 | 683,273 | | 700,549 | ||||||||||||||||||
Cash and cash equivalents, end
of period |
$ | 10,659 | $ | 2,753 | $ | 4 | $ | 517,890 | $ | | $ | 531,306 | ||||||||||||
63