e10vq
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarterly Period Ended March 31, 2006
Commission file number:
001-32657
Nabors Industries
Ltd.
Incorporated in Bermuda
Mintflower Place
8 Par-La-Ville Road
Hamilton, HM08
Bermuda
(441) 292-1510
98-0363970
(I.R.S. Employer Identification
No.)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large Accelerated
Filer þ Accelerated
Filer o Non-accelerated
Filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The number of common shares, par value $.001 per share,
outstanding as of April 28, 2006 was 310,207,011. In
addition, our subsidiary, Nabors Exchangeco (Canada) Inc., has
187,760 exchangeable shares outstanding as of April 28,
2006 that are exchangeable for Nabors common shares on a
one-for-one
basis, and have essentially identical rights as Nabors
Industries Ltd. common shares, including but not limited to
voting rights and the right to receive dividends, if any.
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
INDEX
PART I
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial
Statements
|
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(In thousands, except per
share amounts)
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
293,302
|
|
|
$
|
565,001
|
|
Short-term investments
|
|
|
181,554
|
|
|
|
858,524
|
|
Accounts receivable, net
|
|
|
949,524
|
|
|
|
822,104
|
|
Inventory
|
|
|
58,238
|
|
|
|
51,292
|
|
Deferred income taxes
|
|
|
201,230
|
|
|
|
199,196
|
|
Other current assets
|
|
|
72,222
|
|
|
|
121,191
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,756,070
|
|
|
|
2,617,308
|
|
Long-term investments
|
|
|
250,413
|
|
|
|
222,802
|
|
Property, plant and equipment, net
|
|
|
4,156,554
|
|
|
|
3,886,924
|
|
Goodwill, net
|
|
|
359,955
|
|
|
|
341,939
|
|
Other long-term assets
|
|
|
167,547
|
|
|
|
161,434
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
6,690,539
|
|
|
$
|
7,230,407
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
|
|
|
$
|
767,912
|
|
Trade accounts payable
|
|
|
390,029
|
|
|
|
336,589
|
|
Accrued liabilities
|
|
|
227,717
|
|
|
|
224,336
|
|
Income taxes payable
|
|
|
71,219
|
|
|
|
23,619
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
688,965
|
|
|
|
1,352,456
|
|
Long-term debt
|
|
|
1,252,384
|
|
|
|
1,251,751
|
|
Other long-term liabilities
|
|
|
158,220
|
|
|
|
151,415
|
|
Deferred income taxes
|
|
|
777,820
|
|
|
|
716,645
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,877,389
|
|
|
|
3,472,267
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
(Note 8)
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Common shares, par value
$.001 per share:
|
|
|
|
|
|
|
|
|
Authorized common shares 800,000;
issued and outstanding 310,047 and 315,393, respectively
|
|
|
309
|
|
|
|
315
|
|
Capital in excess of par value
|
|
|
1,560,945
|
|
|
|
1,590,968
|
|
Unearned compensation
|
|
|
|
|
|
|
(15,649
|
)
|
Accumulated other comprehensive
income
|
|
|
195,833
|
|
|
|
192,980
|
|
Retained earnings
|
|
|
2,056,063
|
|
|
|
1,989,526
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
3,813,150
|
|
|
|
3,758,140
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity
|
|
$
|
6,690,539
|
|
|
$
|
7,230,407
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
2
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
|
|
|
|
|
|
|
|
(In thousands, except per
share amounts)
|
|
Three Months Ended
March 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
1,163,926
|
|
|
$
|
783,728
|
|
Earnings from unconsolidated
affiliates
|
|
|
4,399
|
|
|
|
2,003
|
|
Investment income
|
|
|
13,870
|
|
|
|
11,788
|
|
|
|
|
|
|
|
|
|
|
Total revenues and other income
|
|
|
1,182,195
|
|
|
|
797,519
|
|
|
|
|
|
|
|
|
|
|
Costs and other deductions:
|
|
|
|
|
|
|
|
|
Direct costs
|
|
|
614,617
|
|
|
|
474,626
|
|
General and administrative expenses
|
|
|
88,797
|
|
|
|
58,641
|
|
Depreciation and amortization
|
|
|
81,389
|
|
|
|
68,188
|
|
Depletion
|
|
|
13,017
|
|
|
|
12,353
|
|
Interest expense
|
|
|
8,055
|
|
|
|
10,737
|
|
Losses on sales of long-lived
assets, impairment charges and other expense (income), net
|
|
|
4,029
|
|
|
|
3,871
|
|
|
|
|
|
|
|
|
|
|
Total costs and other deductions
|
|
|
809,904
|
|
|
|
628,416
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
372,291
|
|
|
|
169,103
|
|
|
|
|
|
|
|
|
|
|
Income tax expense:
|
|
|
|
|
|
|
|
|
Current
|
|
|
61,425
|
|
|
|
12,215
|
|
Deferred
|
|
|
54,103
|
|
|
|
29,474
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
|
115,528
|
|
|
|
41,689
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
256,763
|
|
|
$
|
127,414
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
.82
|
|
|
$
|
.42
|
|
Diluted
|
|
$
|
.79
|
|
|
$
|
.40
|
|
Weighted-average number of common
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
312,990
|
|
|
|
304,330
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
324,536
|
|
|
|
317,554
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
3
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
(In thousands)
|
|
2006
|
|
|
2005
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
256,763
|
|
|
$
|
127,414
|
|
Adjustments to net income:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
81,389
|
|
|
|
68,188
|
|
Depletion
|
|
|
13,017
|
|
|
|
12,353
|
|
Deferred income tax expense
|
|
|
54,103
|
|
|
|
29,474
|
|
Deferred financing costs
amortization
|
|
|
867
|
|
|
|
1,221
|
|
Pension liability amortization
|
|
|
105
|
|
|
|
120
|
|
Discount amortization on long-term
debt
|
|
|
2,409
|
|
|
|
5,134
|
|
Amortization of loss on hedges
|
|
|
139
|
|
|
|
38
|
|
Losses on long-lived assets, net
|
|
|
3,173
|
|
|
|
1,888
|
|
Gains on investments, net
|
|
|
(5,700
|
)
|
|
|
(1,448
|
)
|
Gains on derivative instruments
|
|
|
(959
|
)
|
|
|
(928
|
)
|
Stock based compensation
|
|
|
7,700
|
|
|
|
483
|
|
Tax benefit related to the
exercise of stock options
|
|
|
(1,815
|
)
|
|
|
|
|
Foreign currency transaction
(gains) losses
|
|
|
(219
|
)
|
|
|
271
|
|
Equity in earnings from
unconsolidated affiliates, net of dividends
|
|
|
(4,399
|
)
|
|
|
(503
|
)
|
Increase (decrease) from changes
in:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(121,111
|
)
|
|
|
(106,471
|
)
|
Inventory
|
|
|
(7,016
|
)
|
|
|
(3,140
|
)
|
Other current assets
|
|
|
13,272
|
|
|
|
3,558
|
|
Other long-term assets
|
|
|
7,617
|
|
|
|
(227
|
)
|
Trade accounts payable and accrued
liabilities
|
|
|
40,520
|
|
|
|
14,040
|
|
Income taxes payable
|
|
|
48,002
|
|
|
|
9,314
|
|
Other long-term liabilities
|
|
|
8,109
|
|
|
|
2,395
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
395,966
|
|
|
|
163,174
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
(38,769
|
)
|
|
|
(179,700
|
)
|
Sales and maturities of investments
|
|
|
701,158
|
|
|
|
120,740
|
|
Cash paid for acquisitions of
businesses, net
|
|
|
(13,465
|
)
|
|
|
(6,775
|
)
|
Capital expenditures
|
|
|
(346,211
|
)
|
|
|
(173,780
|
)
|
Proceeds from sales of assets and
insurance claims
|
|
|
2,416
|
|
|
|
3,203
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
305,129
|
|
|
|
(236,312
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
Increase in short-term borrowings
|
|
|
|
|
|
|
1,684
|
|
Increase in cash overdrafts
|
|
|
9,898
|
|
|
|
13,376
|
|
Reduction of long-term debt
|
|
|
(769,789
|
)
|
|
|
|
|
Proceeds from issuance of common
shares
|
|
|
8,263
|
|
|
|
136,938
|
|
Repurchase of common shares
|
|
|
(222,384
|
)
|
|
|
|
|
Tax benefit related to the
exercise of stock options
|
|
|
1,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used for) provided by
financing activities
|
|
|
(972,197
|
)
|
|
|
151,998
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
|
(597
|
)
|
|
|
(644
|
)
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
and cash equivalents
|
|
|
(271,699
|
)
|
|
|
78,216
|
|
Cash and cash equivalents,
beginning of period
|
|
|
565,001
|
|
|
|
384,709
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
293,302
|
|
|
$
|
462,925
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
4
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES
IN SHAREHOLDERS EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
Gains
|
|
|
Minimum
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Capital in
|
|
|
|
|
|
(Losses) on
|
|
|
Pension
|
|
|
Loss on
|
|
|
Cumulative
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Par
|
|
|
Excess of
|
|
|
Unearned
|
|
|
Marketable
|
|
|
Liability
|
|
|
Cash Flow
|
|
|
Translation
|
|
|
Retained
|
|
|
Shareholders
|
|
(In thousands)
|
|
Shares
|
|
|
Value
|
|
|
Par Value
|
|
|
Compensation
|
|
|
Securities
|
|
|
Adjustment
|
|
|
Hedges
|
|
|
Adjustment
|
|
|
Earnings
|
|
|
Equity
|
|
|
Balances, December 31, 2005
|
|
|
315,393
|
|
|
$
|
315
|
|
|
$
|
1,590,968
|
|
|
$
|
(15,649
|
)
|
|
$
|
18,865
|
|
|
$
|
(3,002
|
)
|
|
$
|
(992
|
)
|
|
$
|
178,109
|
|
|
$
|
1,989,526
|
|
|
$
|
3,758,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
256,763
|
|
|
|
256,763
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,093
|
)
|
|
|
|
|
|
|
(4,093
|
)
|
Unrealized gains on marketable
securities, net of income taxes of $406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,042
|
|
Less: reclassification adjustment
for (gains) losses included in net income, net of income tax
benefit of $11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800
|
|
Pension liability amortization, net
of income taxes of $39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
Amortization of loss on cash flow
hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,842
|
|
|
|
66
|
|
|
|
38
|
|
|
|
(4,093
|
)
|
|
|
256,763
|
|
|
|
259,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of
SFAS 123-R
|
|
|
|
|
|
|
|
|
|
|
(15,649
|
)
|
|
|
15,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for stock
options exercised
|
|
|
405
|
|
|
|
|
|
|
|
8,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,263
|
|
Nabors Exchangeco shares exchanged
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common shares
|
|
|
(6,400
|
)
|
|
|
(6
|
)
|
|
|
(32,152
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(190,226
|
)
|
|
|
(222,384
|
)
|
Tax effect of stock option
deductions
|
|
|
|
|
|
|
|
|
|
|
1,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,815
|
|
Grants of restricted stock awards
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures of restricted stock
awards
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
7,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
(5,346
|
)
|
|
|
(6
|
)
|
|
|
(30,023
|
)
|
|
|
15,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(190,226
|
)
|
|
|
(204,606
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2006
|
|
|
310,047
|
|
|
$
|
309
|
|
|
$
|
1,560,945
|
|
|
$
|
|
|
|
$
|
25,707
|
|
|
$
|
(2,936
|
)
|
|
$
|
(954
|
)
|
|
$
|
174,016
|
|
|
$
|
2,056,063
|
|
|
$
|
3,813,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
5
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS EQUITY (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
Gains
|
|
|
Minimum
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Capital in
|
|
|
|
|
|
(Losses) on
|
|
|
Pension
|
|
|
Loss on
|
|
|
Cumulative
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Par
|
|
|
Excess of
|
|
|
Unearned
|
|
|
Marketable
|
|
|
Liability
|
|
|
Cash Flow
|
|
|
Translation
|
|
|
Retained
|
|
|
Shareholders
|
|
(In thousands)
|
|
Shares
|
|
|
Value
|
|
|
Par Value
|
|
|
Compensation
|
|
|
Securities
|
|
|
Adjustment
|
|
|
Hedges
|
|
|
Adjustment
|
|
|
Earnings
|
|
|
Equity
|
|
|
Balances, December 31, 2004
|
|
|
299,722
|
|
|
$
|
300
|
|
|
$
|
1,358,224
|
|
|
$
|
|
|
|
$
|
271
|
|
|
$
|
(2,419
|
)
|
|
$
|
(1,143
|
)
|
|
$
|
151,520
|
|
|
$
|
1,422,640
|
|
|
$
|
2,929,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,414
|
|
|
|
127,414
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,573
|
)
|
|
|
|
|
|
|
(4,573
|
)
|
Unrealized gains on marketable
securities, net of income taxes of $643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,778
|
|
Less: reclassification adjustment
for gains included in net income, net of income taxes of $23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,281
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,281
|
)
|
Pension liability amortization, net
of income taxes of $44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
|
|
Amortization of loss on cash flow
hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,497
|
|
|
|
76
|
|
|
|
38
|
|
|
|
(4,573
|
)
|
|
|
127,414
|
|
|
|
127,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for stock
options exercised
|
|
|
15,522
|
|
|
|
16
|
|
|
|
136,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,938
|
|
Nabors Exchangeco shares exchanged
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect of stock option
deductions
|
|
|
|
|
|
|
|
|
|
|
24,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,165
|
|
Grants of restricted stock awards
|
|
|
|
|
|
|
|
|
|
|
17,447
|
|
|
|
(17,447
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unearned
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
15,544
|
|
|
|
16
|
|
|
|
178,534
|
|
|
|
(16,964
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
161,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2005
|
|
|
315,266
|
|
|
$
|
316
|
|
|
$
|
1,536,758
|
|
|
$
|
(16,964
|
)
|
|
$
|
4,768
|
|
|
$
|
(2,343
|
)
|
|
$
|
(1,105
|
)
|
|
$
|
146,947
|
|
|
$
|
1,550,054
|
|
|
$
|
3,218,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
6
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
|
|
Note 1
|
Nature of
Operations
|
Nabors is the largest land drilling contractor in the world,
with almost 600 land drilling rigs. We conduct oil, gas and
geothermal land drilling operations in the U.S. Lower
48 states, Alaska, Canada, South and Central America, the
Middle East, the Far East and Africa. We are also one of the
largest land well-servicing and workover contractors in the
United States and Canada. We own approximately 575 land
workover and well-servicing rigs in the United States, primarily
in the southwestern and western United States, and approximately
216 land workover and well-servicing rigs in Canada. Nabors
is a leading provider of offshore platform workover and drilling
rigs, and owns 43 platform, 20
jack-up
units and 3 barge rigs in the United States and multiple
international markets. These rigs provide well-servicing,
workover and drilling services. We have a 50% ownership interest
in a joint venture in Saudi Arabia, which owns 18 rigs. 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 selected domestic and
international markets. We time charter a fleet of 29 marine
transportation and supply vessels, which provide transportation
of drilling materials, supplies and crews for offshore
operations. During the first quarter of 2006, we began to offer
logistics services for onshore drilling and well-servicing
operations in Canada using helicopters and fixed-winged aircraft
purchased from Airborne Energy Solutions Ltd. on January 3,
2006 (Note 4). We manufacture and lease or sell top drives
for a broad range of drilling applications, directional drilling
systems, rig instrumentation and data collection equipment, and
rig reporting software. We have also made selective investments
in oil and gas exploration, development and production
activities.
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 limited oil and gas exploration, development and
production operations are included in a category labeled Oil and
Gas for segment reporting purposes. Our operating segments
engaged in marine transportation and supply services, drilling
technology and top drive manufacturing, directional drilling,
rig instrumentation and software, and construction and logistics
operations are aggregated in a category labeled Other Operating
Segments for segment reporting purposes.
As used in this Report, we, us,
our and Nabors means Nabors Industries
Ltd. and, where the context requires, includes our subsidiaries.
|
|
Note 2
|
Summary
of Significant Accounting Policies
|
Interim
Financial Information
The unaudited consolidated financial statements of Nabors are
prepared in conformity with accounting principles generally
accepted in the United States of America (GAAP). Certain
reclassifications have been made to the prior period to conform
to the current period presentation, with no effect on our
consolidated financial position, results of operations or cash
flows. Pursuant to the rules and regulations of the
U.S. Securities and Exchange Commission, certain
information and footnote disclosures normally included in annual
financial statements prepared in accordance with GAAP have been
omitted. Therefore, these financial statements should be read
along with our Annual Report on
Form 10-K
for the year ended December 31, 2005. In our
managements opinion, the consolidated financial statements
contain all adjustments necessary to present fairly our
financial position as of March 31, 2006 and the results of
our operations and our cash flows for the three months ended
March 31, 2006 and 2005, in accordance with GAAP. Interim
results for the three months ended March 31, 2006 may not
be indicative of results that will be realized for the full year
ending December 31, 2006.
On December 13, 2005, our Board of Directors approved a
two-for-one
stock split on our common shares to be effectuated in the form
of a stock dividend. The stock dividend was distributed on
April 17, 2006 to shareholders of record on March 31,
2006 (see Note 7). For all balance sheets presented,
capital in excess of par value was reduced by $.2 million
and common shares were increased by $.2 million. All common
share, per share and stock option
7
amounts included in the accompanying Consolidated Financial
Statements and related notes have been restated to reflect the
effect of the stock split.
Our independent registered public accounting firm has performed
a review of, and issued a report on, these consolidated interim
financial statements in accordance with standards established by
the Public Company Accounting Oversight Board. Pursuant to
Rule 436(c) under the Securities Act of 1933, this report
should not be considered a part of any registration statement
prepared or certified within the meanings of Sections 7 and
11 of the Securities Act.
Principles
of Consolidation
Our consolidated financial statements include the accounts of
Nabors, all majority-owned subsidiaries, and all non-majority
owned subsidiaries required to be consolidated under Financial
Accounting Standards Board (FASB) Interpretation No. 46R,
which are not material to our financial position, results of
operations or cash flows. 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 their
operating and financial policies, are accounted for using the
equity method. Our share of the net income of these entities is
recorded as Earnings from unconsolidated affiliates in our
consolidated statements of income, and our investment in these
entities is carried as a single amount in our consolidated
balance sheets. Investments in net assets of unconsolidated
affiliates accounted for using the equity method totaled
$75.6 million and $71.2 million as of March 31,
2006 and December 31, 2005, respectively, and are included
in other long-term assets in our consolidated balance sheets.
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. Our
share of the gains and losses of these funds is recorded in
investment income in our consolidated statements of income, and
our investments in these funds are included in long-term
investments in our consolidated balance sheets.
|
|
Note 3
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Share-Based
Compensation
|
The Company has several stock-based employee compensation plans,
which are more fully described in Note 9 in the
Companys 2005 Annual Report on
Form 10-K.
Prior to January 1, 2006, we accounted for awards granted
under those plans following the recognition and measurement
principles of Accounting Principles Bulletin (APB) Opinion
No. 25, Accounting for Stock Issued to
Employees, (APB 25) and related interpretations.
Under APB 25, no compensation expense was reflected in net
income for the Companys stock options, as all options
granted under those plans had an exercise price equal to the
market value of the underlying common shares on the date of
grant. The pro forma effects on income for stock options were
instead disclosed in a footnote to the financial statements.
Compensation expense was recorded in the income statement for
restricted stock grants over the vesting period of the award.
Effective January 1, 2006, we adopted the fair value
recognition provisions of FASB Statement of Financial Accounting
Standard No. 123(R), Share-Based Payments,
(SFAS 123-R),
using the modified prospective application method. Under this
transition method, the Company is now required to record
compensation expense for all stock option awards granted after
the date of adoption and for the unvested portion of previously
granted stock option awards that remain outstanding at the date
of adoption. This amount of compensation cost recognized was
based on the grant-date fair value estimated in accordance with
the original provisions of SFAS No. 123. Results for
prior periods have not been restated.
As a result of adopting
SFAS 123-R
on January 1, 2006, Nabors income before income taxes
and net income for the three months ended March 31, 2006
were $5.5 million, and $4.3 million lower,
respectively, than if the Company had continued to account for
share-based compensation under APB 25. Basic and diluted
earnings per share for the three months ended March 31,
2006 would have been $.83 and $.80, respectively, if the Company
had not adopted
SFAS 123-R,
compared to reported basic and diluted earnings per share of
$.82 and $.79, respectively.
Compensation expense related to awards of restricted stock was
recognized before the adoption of
SFAS 123-R.
Compensation expense for restricted stock totaled
$2.2 million and $.5 million for the three months
8
ended March 31, 2006 and 2005, respectively, and is
included in direct costs and general and administrative expenses
in our consolidated statements of income. Total stock-based
compensation expense, which includes both stock options and
restricted stock totaled $7.7 million for the three months
ended March 31, 2006. Stock-based compensation expense has
been allocated to the various operating segments (Note 11).
Prior to adoption of
SFAS 123-R,
Nabors presented all tax benefits of deductions resulting from
the exercise of options as operating cash flows in the
Consolidated Statements of Cash Flows.
SFAS 123-R
requires the cash flows resulting from tax deductions in excess
of the compensation cost recognized for those options (excess
tax benefits) to be classified as financing cash flows. The
actual tax benefit realized from options exercised in the three
months ended March 31, 2006 was $1.8 million.
Under the provisions of
SFAS 123-R,
the recognition of unearned compensation, a contra-equity
account representing the amount of unrecognized restricted stock
expense, is no longer required. Therefore, in the first quarter
of 2006, the Unearned Compensation amount that was included in
our December 31, 2005 consolidated balance sheet was
reduced to zero with a corresponding decrease to Capital in
Excess of Par Value.
Prior
Period Pro Forma Presentation
Under the modified prospective application method, results for
prior periods have not been restated to reflect the effects of
implementing
SFAS 123-R.
The following pro forma information, as required by
SFAS No. 148 Accounting for Stock-Based
Compensation an Amendment to
FAS 123, is presented for comparative purposes and
illustrates the effect on our net income and earnings per share
if we had applied the provisions of
SFAS 123-R
during the quarter ended March 31, 2005:
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|
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|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(In thousands, except per
share amounts)
|
|
2005
|
|
|
Net income, as reported
|
|
$
|
127,414
|
|
Add: Stock-based compensation
expense, relating to restricted stock awards, included in
reported net income, net of related tax effects
|
|
|
304
|
|
Deduct: Total stock-based employee
compensation expense determined under the fair value method for
all awards, net of related tax effects
|
|
|
(9,077
|
)
|
|
|
|
|
|
Pro forma net
income basic
|
|
$
|
118,641
|
|
|
|
|
|
|
Add: Interest expense on assumed
conversion of our zero coupon senior convertible/exchangeable
debentures/notes, net of tax
|
|
|
|
|
|
|
|
|
|
Adjusted pro forma net
income diluted
|
|
$
|
118,641
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
Basic as reported
|
|
$
|
.42
|
|
Basic pro forma
|
|
$
|
.39
|
|
Diluted as
reported
|
|
$
|
.40
|
|
Diluted pro forma
|
|
$
|
.37
|
|
Stock
Option Plans
Stock option awards under the Companys various stock-based
employee compensation plans are granted at prices equal to the
fair market value of the shares on the date of the grant.
Options granted under the plan generally vest in varying
periodic installments after one year. In the case of certain key
executives, options granted under the plans may vest immediately
on the grant date. Options granted under the plan expire ten
years from the date of grant.
The fair value of each option award is estimated on the date of
grant using the Black-Scholes option-pricing model that uses the
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 the Nabors
common shares, historical volatility of Nabors common
shares, and other factors. We use historical
9
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 when determining
the fair value of each award, and we only recognize compensation
cost 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 four
years. The forfeiture rate for the first quarter of 2006 is
based on historical experience. Estimated forfeitures will be
adjusted to reflect actual forfeitures in future periods.
There were no stock options granted, and as a result, no fair
value determinations were made during the three months ended
March 31, 2006.
Stock option transactions under the Companys various
stock-based employee compensation plans during the three months
ended March 31, 2006, are presented below:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Aggregate
|
|
|
|
|
|
|
Weighted Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
Options
|
|
Shares
|
|
|
Exercise Price
|
|
|
Contractual Term
|
|
|
Value
|
|
(In thousands, except
exercise price)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of
December 31, 2005
|
|
|
38,559
|
|
|
$
|
21.87
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(405
|
)
|
|
|
20.41
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(79
|
)
|
|
|
23.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of
March 31, 2006
|
|
|
38,075
|
|
|
$
|
21.88
|
|
|
|
5.72 years
|
|
|
$
|
529,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable as of
March 31, 2006
|
|
|
34,897
|
|
|
$
|
21.84
|
|
|
|
5.54 years
|
|
|
$
|
486,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the three
months ended March 31, 2006 was $5.7 million.
As of March 31, 2006, there was $20.1 million of total
future compensation cost related to nonvested options. That cost
is expected to be recognized over a weighted-average period of
less than one year.
Restricted
Stock
Under the 2003 Employee Stock Plan, restricted stock may be
awarded to key officers, directors and managerial employees of
Nabors and its subsidiaries. The restricted stock granted under
these plans vest in varying periodic installments ranging up to
3 to 4 years.
A summary of the restricted stock transactions during the three
months ended March 31, 2006, and a summary of the status of
nonvested shares as of March 31, 2006 is presented below:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
Restricted Shares
|
|
Shares
|
|
|
Grant-Date Fair Value
|
|
(In thousands, except fair
values)
|
|
|
|
|
|
|
|
Nonvested as of December 31,
2005
|
|
|
710
|
|
|
$
|
28.78
|
|
Granted
|
|
|
743
|
|
|
|
32.37
|
|
Vested
|
|
|
(140
|
)
|
|
|
28.71
|
|
Forfeited
|
|
|
(20
|
)
|
|
|
28.83
|
|
|
|
|
|
|
|
|
|
|
Nonvested as of March 31, 2006
|
|
|
1,293
|
|
|
$
|
30.85
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2006, there is $37.0 million of
unrecognized compensation expense related to nonvested
restricted stock awards. That cost is expected to be recognized
over a weighted average period of 1.6 years.
10
On January 3, 2006, we completed an acquisition of 1183011
Alberta Ltd., a wholly owned subsidiary of Airborne Energy
Solutions Ltd., through the purchase of all common shares
outstanding for cash for a total purchase price of
Cdn. $41.7 million (U.S. $35.8 million). In
addition, we assumed debt, net of working capital, totaling
approximately Cdn. $10.0 million
(U.S. $8.6 million). Nabors Blue Sky Ltd. (formerly
1183011 Alberta Ltd.) owns 29 helicopters and fixed-wing
aircraft and owns and operates a fleet of heliportable
well-service equipment. The purchase price has been allocated
based on preliminary estimates of the fair market value of
assets acquired and liabilities assumed as of the acquisition
date and resulted in goodwill of approximately
U.S. $18.8 million. The purchase price allocation is
subject to adjustment as additional information becomes
available and will be finalized by December 31, 2006.
On February 6, 2006, we redeemed 93% of our
$1.2 billion zero coupon senior convertible debentures due
2021 for a total redemption price of $769.8 million; an
amount equal to the issue price plus accrued original issue
discount to the date of repurchase. The principal amount of
these debentures outstanding subsequent to this redemption
totaled $57.0 million. The original principal amount of
these debentures upon issuance was $1.381 billion, of which
$180.8 million had been redeemed prior to 2005.
Our effective income tax rate was 31.0% during the three months
ended March 31, 2006 compared to 24.7% during the three
months ended March 31, 2005. The increase in our effective
income tax rate resulted from a higher proportion of our taxable
income being generated in the U.S. during the three months
ended March 31, 2006 compared to the prior year quarter.
Income generated in the U.S. is generally taxed at a higher
rate than in international jurisdictions in which we operate.
During the first quarter 2006, we repurchased and retired
6.4 million of our common shares in the open market for
$222.4 million.
On December 13, 2005, our Board of Directors approved a
two-for-one
stock split on our common shares to be effectuated in the form
of a stock dividend. The stock split was subject to the approval
by our shareholders of a proposal to amend our Amended and
Restated Bye-Laws to increase the authorized share capital of
Nabors by the creation of additional common shares. This
proposal was approved by our shareholders in a Special Meeting
of Shareholders on March 30, 2006. The stock dividend was
distributed on April 17, 2006 to shareholders of record on
March 31, 2006. For all balance sheets presented, capital
in excess of par value was reduced by $.2 million and
common shares were increased by $.2 million. All common
share, per share and stock option amounts included in the
accompanying Consolidated Financial Statements and related notes
have been restated to reflect the effect of the stock split.
|
|
Note 8
|
Commitments
and Contingencies
|
Commitments
Employment
Contracts
Nabors Chairman and Chief Executive Officer, Eugene M.
Isenberg, and its Deputy Chairman, President and Chief Operating
Officer, Anthony G. Petrello, have employment agreements which
were amended and restated effective October 1, 1996 and
which currently are due to expire on September 30, 2010.
Mr. Isenbergs employment agreement was originally
negotiated with a creditors committee in 1987 in connection with
the reorganization proceedings of Anglo Energy, Inc., which
subsequently changed its name to Nabors. These contractual
arrangements subsequently were approved by the various
constituencies in those
11
reorganization proceedings, including equity and debt holders,
and confirmed by the United States Bankruptcy Court.
Mr. Petrellos employment agreement was first entered
into effective October 1, 1991. Mr. Petrellos
employment agreement was agreed upon as part of arms
length negotiations with the Board before he joined Nabors in
October 1991, and was reviewed and approved by the Compensation
Committee of the Board and the full Board of Directors at that
time.
The employment agreements for Messrs. Isenberg and Petrello
were amended in 1994 and 1996. These amendments were approved by
the Compensation Committee of the Board and the full Board of
Directors at that time.
The employment agreements provide for an initial term of five
years with an evergreen provision which automatically extended
the agreement for an additional one-year term on each
anniversary date, unless Nabors provided notice to the contrary
ten days prior to such anniversary. The Board of Directors in
March 2006 exercised its election to fix the expiration date of
the employment agreements for Messrs. Isenberg and
Petrello, and accordingly these agreements will expire at the
end of their current term at September 30, 2010.
In addition to a base salary, the employment agreements provide
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. Isenbergs cash bonus formula originally was set
at 10% in excess of a 10% return on shareholders equity
and he has voluntarily reduced it over time to its 6% in excess
of 15% level.) Mr. Petrellos bonus is subject to a
minimum of $700,000 per year. In 15 of the last
16 years, Mr. Isenberg has agreed voluntarily to
accept a lower annual cash bonus (i.e., an amount lower than the
amount provided for under his employment agreement) in light of
his overall compensation package. Mr. Petrello has agreed
voluntarily to accept a lower annual cash bonus (i.e., an amount
lower than the amount provided for under his employment
agreement) in light of his overall compensation package in 13 of
the last 15 years. For 2005 the annual cash bonuses for
Messrs. Isenberg and Petrello pursuant to the formula
described in their employment agreements were $41.2 million
and $13.7 million, respectively; but in light of their
overall compensation package (including significant stock option
grants and restricted stock awards), they agreed to accept cash
bonuses in the amounts of $3 million and $1.5 million,
respectively.
Mr. Isenberg voluntarily agreed to amend his employment
agreement in March 2006 (the 2006 Amendment). Under
the 2006 Amendment, Mr. Isenberg agreed to reduce the
annual cash bonus to an amount equal to 3% of Nabors net
cash flow (as defined in his employment agreement) in excess of
15% of the average shareholders equity for 2006. For 2007
through the expiration date of the employment agreement, the
annual cash bonus will return to 6% of Nabors net cash
flow (as defined in his employment agreement) in excess of 15%
of the average shareholders equity for each fiscal year.
Messrs. Isenberg and Petrello also are eligible for awards
under Nabors equity plans and 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.
Termination in the event of death, disability, or
termination without cause. In the event that
either Mr. Isenbergs or Mr. Petrellos
employment agreement is terminated (i) upon death or
disability (as defined in the respective employment agreements),
(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 (as defined in the respective employment
agreements), each would be entitled to receive within
30 days of the triggering event (a) all base salary
which would have been payable through the expiration date of the
contract or three times his then current base salary, whichever
is greater; plus (b) the greater of (i) all annual
cash bonuses which would have been payable through the
expiration date; (ii) three times the highest bonus
(including the imputed value of grants of stock awards and stock
options), paid during the last three fiscal years prior to
termination; or (iii) three times the highest annual cash
bonus payable for each of the three previous fiscal years,
regardless of whether the amount was paid. In computing any
amount due under (b)(i) and (iii) above, the calculation is
made without regard to the 2006 Amendment reducing
Mr. Isenbergs bonus percentage as described above.
If, by way of example, these provisions had applied at
March 31, 2006, Mr. Isenberg
12
would have been entitled to a payment of approximately
$204 million, subject to a true-up equal to the
amount of cash bonus he would have earned under the formula
during the remaining term of the agreement, based upon actual
results, but would not be less than approximately
$204 million. Similarly, with respect to Mr. Petrello,
had these provisions applied at March 31, 2006,
Mr. Petrello would have been entitled to a payment of
approximately $104 million, subject to a
true-up equal to the amount of cash bonus he would
have earned under the formula during the remaining term of the
agreement, based upon actual results, but would not be less than
approximately $104 million. These payment amounts are based
on historical data and are not intended to be estimates of
future payments required under the agreements. Depending upon
future operating results, the
true-up
could result in the payment of amounts which are significantly
higher. In addition, the affected individual is entitled to
receive (a) any unvested restricted stock outstanding,
which shall immediately and fully vest; (b) any unvested
outstanding stock options, which shall immediately and fully
vest; (c) 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 shall be continued through the later of the
expiration date or three years after the termination date;
(d) continued participation in medical, dental and life
insurance coverage until the executive receives equivalent
benefits or coverage through a subsequent employer or until the
death of the executive or his spouse, whichever is later; and
(e) any other or additional benefits in accordance with
applicable plans and programs of Nabors. For Mr. Isenberg,
as of March 31, 2006, the value of unvested restricted
stock was approximately $11.9 million and the value of
in-the-money
unvested stock options was approximately $8.1 million. For
Mr. Petrello, as of March 31, 2006, the value of
unvested restricted stock was approximately $5.7 million
and the value of
in-the-money
unvested stock options was approximately $4.1 million.
Estimates of the cash value of Nabors obligations to
Messrs. Isenberg and Petrello under (c), (d) and
(e) above are included in the payment amounts above.
The Board of Directors in March 2006 exercised its election to
fix the expiration date of the employment agreements for
Messrs. Isenberg and Petrello. Messrs. Isenberg and
Petrello have informed the Board of Directors that they have
reserved their rights under their employment agreements with
respect to the notice setting the expiration dates of their
employment agreements, including whether such notice could
trigger an acceleration of certain payments pursuant to their
employment agreements.
Termination in the event of a Change in
Control. In the event that
Messrs. Isenbergs or Petrellos termination of
employment is related to a Change in Control (as defined in
their respective employment agreements), they would be entitled
to receive a cash amount equal to the greater of (a) one
dollar less than the amount that would constitute an
excess parachute payment as defined in
Section 280G of the Internal Revenue Code, or (b) the
cash amount that would be due in the event of a termination
without cause, as described above. If, by way of example, there
was a change of control event that applied on March 31,
2006, then the payments to Messrs. Isenberg and Petrello
would be approximately $204 million and $104 million,
respectively. These payment amounts are based on historical data
and are not intended to be estimates of future payments required
under the agreements. Depending upon future operating results,
the true-up
could result in the payment of amounts which are significantly
higher. In addition, they would receive (a) any unvested
restricted stock outstanding, which shall immediately and fully
vest; (b) any unvested outstanding stock options, which
shall immediately and fully vest; (c) 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 shall be
continued through the later of the expiration date or three
years after the termination date; (d) continued
participation in medical, dental and life insurance coverage
until the executive receives equivalent benefits or coverage
through a subsequent employer or until the death of the
executive or his spouse, whichever is later; and (e) any
other or additional benefits in accordance with applicable plans
and programs of Nabors. For Mr. Isenberg, as of
March 31, 2006, the value of unvested restricted stock was
approximately $11.9 million and the value of
in-the-money
unvested stock options was approximately $8.1 million. For
Mr. Petrello, as of March 31, 2006, the value of
unvested restricted stock was approximately $5.7 million
and the value of
in-the-money
unvested stock options was approximately $4.1 million. The
cash value of Nabors obligations to Messrs. Isenberg
and Petrello under (c), (d) and (e) above are included
in the payment amounts above. Also, they would receive
additional stock options immediately exercisable for
5 years to acquire a number of shares of common stock equal
to the highest number of options granted during any fiscal year
in the previous three fiscal years, at an option exercise price
equal to the average closing price during the 20 trading days
prior to the event which resulted in the change of control. If,
by way of example, there was a change of control event that
applied at
13
March 31, 2006, Mr. Isenberg would have received
3,366,666 options valued at approximately $44 million and
Mr. Petrello would have received 1,683,332 options valued
at approximately $22 million, in each case based upon a
Black Scholes analysis. Finally, in the event that an excise tax
was applicable, they would receive a
gross-up
payment to make them whole with respect to any excise taxes
imposed by Section 4999 of the Internal Revenue Code. With
respect to the preceding sentence, by way of example, if there
was a change of control event that applied on March 31,
2006, and assuming that the excise tax were applicable to the
transaction, then the additional payments to
Messrs. Isenberg and Petrello for the
gross-up
would be up to approximately $93 million and
$50 million, respectively.
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
Self-Insurance
Accruals
We are self-insured for certain losses relating to workers
compensation, employers liability, general liability,
automobile liability and property damage. Effective
April 1, 2006, with our insurance renewal, certain changes
have been made to our insurance coverage resulting in additional
loss exposure. Such changes effective April 1, 2006 are as
follows:
Domestic workers compensation program continues to be
subject to a $1.0 million per occurrence deductible.
Employers liability and Jones Act cases are subject to a
$2.0 million deductible. Automobile liability continues at a
$.5 million deductible. We are assuming an additional
$3.0 million corridor deductible for domestic workers
compensation claims. General liability claims continue to be
subject to a $5.0 million deductible. However, as a result
of insurance market conditions following hurricanes Katrina and
Rita, we are now subject to higher deductibles for removal of
wreck and debris and collision liability claims depending on the
insured value of the individual rigs.
In addition, we are subject to a $1.0 million deductible
for all land rigs except for those located in Alaska, and a
$5.0 million deductible for all Alaska and offshore rigs.
This applies to all kinds of risks of physical damage except for
named windstorms in the U.S. Gulf of Mexico. The deductible
for named windstorms in the U.S. Gulf of Mexico is
$25.0 million. Also, the maximum coverage for named
windstorms in the U.S. Gulf of Mexico is $50.0 million
in this policy year.
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.
One such lawsuit involves wage and hour claims relating
primarily to meal periods and travel time of current and former
rig-based employees in our California well-servicing business.
Those claims were heard by an arbitrator during the fourth
quarter of 2005. On February 6, 2006, we received an
interim judgment against us in the amount of $25.6 million
(plus an undetermined amount of attorneys fees and costs),
which was accrued for in our consolidated statements of income
for the year ended December 31, 2005.
Additionally, on December 22, 2005, we received a grand
jury subpoena from the United States Attorneys Office in
Anchorage, Alaska, seeking documents and information relating to
an alleged spill, discharge, overflow or
14
cleanup of drilling mud or sludge involving one of our rigs
during March 2003. We are cooperating with the authorities in
this matter.
Guarantees
We enter into various agreements and obligations providing
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 a minor acquisition completed during the first quarter of
2005, which is based on future operating results of that
business. In addition, we have provided indemnifications to
certain third parties which serve as guarantees. These
guarantees include indemnification provided by Nabors to our
stock 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 and performance
guarantees issued by Nabors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount
|
|
(In thousands)
|
|
Remainder of 2006
|
|
|
2007
|
|
|
2008
|
|
|
Thereafter
|
|
|
Total
|
|
|
Financial standby letters of
credit and other financial surety instruments
|
|
$
|
63,120
|
|
|
$
|
18,486
|
|
|
$
|
1,370
|
|
|
$
|
125
|
|
|
$
|
83,101
|
|
Contingent consideration in
acquisition
|
|
|
|
|
|
|
850
|
|
|
|
850
|
|
|
|
2,550
|
|
|
|
4,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
63,120
|
|
|
$
|
19,336
|
|
|
$
|
2,220
|
|
|
$
|
2,675
|
|
|
$
|
87,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 9
|
Earnings
Per Share
|
A reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
(In thousands, except per
share amounts)
|
|
March 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Net income (numerator):
|
|
|
|
|
|
|
|
|
Net income basic
|
|
$
|
256,763
|
|
|
$
|
127,414
|
|
Add interest expense on assumed
conversion of our zero coupon convertible/exchangeable senior
debentures/notes, net of tax:
|
|
|
|
|
|
|
|
|
$57 million due 2021(1)
|
|
|
|
|
|
|
|
|
$700 million due 2023(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net
income diluted
|
|
$
|
256,763
|
|
|
$
|
127,414
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
.82
|
|
|
$
|
.42
|
|
Diluted
|
|
$
|
.79
|
|
|
$
|
.40
|
|
Shares (denominator):
|
|
|
|
|
|
|
|
|
Weighted-average number of shares
outstanding basic (3)
|
|
|
312,990
|
|
|
|
304,330
|
|
|
|
|
|
|
|
|
|
|
Net effect of dilutive stock
options and warrants based on the treasury stock method
|
|
|
10,986
|
|
|
|
13,224
|
|
|
|
|
|
|
|
|
|
|
Assumed conversion of our zero
coupon convertible/exchangeable senior debentures/notes:
|
|
|
|
|
|
|
|
|
$57 million due 2021(1)
|
|
|
|
|
|
|
|
|
$700 million due 2023(2)
|
|
|
560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares
outstanding diluted
|
|
|
324,536
|
|
|
|
317,554
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
(1) |
|
Diluted earnings per share for the three months ended
March 31, 2006 and 2005 excludes approximately
1.2 million potentially dilutive shares initially issuable
upon the conversion of our $57 million zero coupon
convertible senior debentures. Such shares did not impact our
calculation of dilutive earnings per share for those quarters as
we are required to pay cash up to the principal amount of any
debentures converted. We would only issue an incremental number
of shares upon conversion of these debentures, and such shares
would only be included in the calculation of the
weighted-average number of shares outstanding in our diluted
earnings per share calculation if the price of our shares
exceeded approximately $49. |
|
(2) |
|
Diluted earnings per share for the three months ended
March 31, 2005 does not include any incremental shares
issuable upon the exchange of our $700 million zero coupon
senior exchangeable notes. 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 only issue an incremental
number of shares upon exchange of these notes, and such shares
are only included in the calculation of the weighted-average
number of shares outstanding in our diluted earnings per share
calculation, when the price of our shares exceeds $35.05 on the
last trading day of the quarter, which was the case for the
quarter ended March 31, 2006. |
|
(3) |
|
Includes the following weighted average number of common shares
of Nabors and weighted average number of exchangeable shares of
Nabors Exchangeco, respectively: 312.8 million and
.2 million shares for the three months ended March 31,
2006 and 304.0 million and .3 million shares for the
three months ended March 31, 2005. The exchangeable shares
of Nabors Exchangeco are exchangeable for Nabors common shares
on a
one-for-one
basis, and have essentially identical rights as Nabors
Industries Ltd. common shares, including but not limited to
voting rights and the right to receive dividends, if any. |
For all periods presented, the computation of diluted earnings
per share excludes outstanding stock options and warrants with
exercise prices greater than the average market price of
Nabors common shares, because the inclusion of such
options and warrants would be anti-dilutive. The number of
options and warrants that were excluded from diluted earnings
per share that would potentially dilute earnings per share in
the future were 1,000,750 shares during the three months
ended March 31, 2006 and 1,284,502 shares during the
three months ended March 31, 2005. 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 per share computation using the treasury stock method
of accounting. Restricted stock will similarly be included in
our diluted earnings per share computation using the treasury
stock method of accounting in any period where the amount of
restricted stock to be issued in future periods exceeds the
number of shares assumed repurchased in those periods.
|
|
Note 10
|
Supplemental
Balance Sheet Information
|
Accrued liabilities include the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(In thousands)
|
|
2006
|
|
|
2005
|
|
|
Accrued compensation
|
|
$
|
94,906
|
|
|
$
|
88,071
|
|
Deferred revenue
|
|
|
25,196
|
|
|
|
19,542
|
|
Workers compensation
liabilities
|
|
|
37,458
|
|
|
|
37,458
|
|
Interest payable
|
|
|
3,290
|
|
|
|
9,728
|
|
Litigation reserves
|
|
|
30,338
|
(1)
|
|
|
30,182
|
(1)
|
Other accrued liabilities
|
|
|
36,529
|
|
|
|
39,355
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
227,717
|
|
|
$
|
224,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This amount primarily relates to an interim judgment received
against us in the amount of $25.6 million related to a
class-action
arbitration hearing regarding compensation issues brought on
behalf of field employees for our well-servicing unit operations
in California (Note 8). |
16
Our cash and cash equivalents, short-term and long-term
investments consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(In thousands)
|
|
2006
|
|
|
2005
|
|
|
Cash and cash equivalents
|
|
$
|
293,302
|
|
|
$
|
565,001
|
|
Short-term investments
|
|
|
181,554
|
|
|
|
858,524
|
|
Long-term investments
|
|
|
250,413
|
|
|
|
222,802
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
725,269
|
|
|
$
|
1,646,327
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2006 and December 31, 2005, our
short-term investments consist entirely of investments in
available-for-sale
marketable debt and equity securities while our long-term
investments consist entirely of investments in non-marketable
securities.
|
|
Note 11
|
Segment
Information
|
The following tables set forth certain financial information
with respect to our reportable segments:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(In thousands)
|
|
2006
|
|
|
2005
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates:
|
|
|
|
|
|
|
|
|
Contract Drilling:(1)
|
|
|
|
|
|
|
|
|
U.S. Lower 48 Land Drilling
|
|
$
|
426,350
|
|
|
$
|
258,990
|
|
U.S. Land Well-servicing
|
|
|
160,733
|
|
|
|
106,113
|
|
U.S. Offshore
|
|
|
43,526
|
|
|
|
38,067
|
|
Alaska
|
|
|
26,806
|
|
|
|
24,768
|
|
Canada
|
|
|
226,557
|
|
|
|
166,327
|
|
International
|
|
|
146,895
|
|
|
|
124,030
|
|
|
|
|
|
|
|
|
|
|
Subtotal Contract Drilling(2)
|
|
|
1,030,867
|
|
|
|
718,295
|
|
Oil and Gas(3)
|
|
|
29,837
|
|
|
|
15,299
|
|
Other Operating Segments(4) (5)
|
|
|
151,703
|
|
|
|
75,991
|
|
Other reconciling items(6)
|
|
|
(44,082
|
)
|
|
|
(23,854
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,168,325
|
|
|
$
|
785,731
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(In
thousands)
|
|
2006
|
|
|
2005
|
|
|
Adjusted income (loss) derived
from operating activities:(7)
|
|
|
|
|
|
|
|
|
Contract Drilling:
|
|
|
|
|
|
|
|
|
U.S. Lower 48 Land Drilling
|
|
$
|
179,731
|
|
|
$
|
73,459
|
|
U.S. Land Well-servicing
|
|
|
46,070
|
|
|
|
19,428
|
|
U.S. Offshore
|
|
|
10,454
|
|
|
|
7,011
|
|
Alaska
|
|
|
4,242
|
|
|
|
5,972
|
|
Canada
|
|
|
83,102
|
|
|
|
45,768
|
|
International
|
|
|
37,497
|
|
|
|
29,767
|
|
|
|
|
|
|
|
|
|
|
Subtotal Contract Drilling
|
|
|
361,096
|
|
|
|
181,405
|
|
Oil and Gas
|
|
|
13,436
|
|
|
|
874
|
|
Other Operating Segments
|
|
|
20,567
|
|
|
|
5,062
|
|
|
|
|
|
|
|
|
|
|
Total segment adjusted income
derived from operating activities
|
|
$
|
395,099
|
|
|
$
|
187,341
|
|
Other reconciling items(8)
|
|
|
(24,594
|
)
|
|
|
(15,418
|
)
|
Interest expense
|
|
|
(8,055
|
)
|
|
|
(10,737
|
)
|
Investment income
|
|
|
13,870
|
|
|
|
11,788
|
|
Losses on sales of long-lived
assets, impairment charges and other income (expense), net
|
|
|
(4,029
|
)
|
|
|
(3,871
|
)
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
372,291
|
|
|
$
|
169,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(In thousands)
|
|
2006
|
|
|
2005
|
|
|
Total assets:
|
|
|
|
|
|
|
|
|
Contract Drilling:
|
|
|
|
|
|
|
|
|
U.S. Lower 48 Land Drilling
|
|
$
|
1,634,723
|
|
|
$
|
1,513,618
|
|
U.S. Land Well-servicing
|
|
|
432,567
|
|
|
|
389,002
|
|
U.S. Offshore
|
|
|
385,091
|
|
|
|
366,354
|
|
Alaska
|
|
|
205,702
|
|
|
|
202,315
|
|
Canada
|
|
|
1,033,093
|
|
|
|
1,109,627
|
|
International
|
|
|
1,546,847
|
|
|
|
1,436,234
|
|
|
|
|
|
|
|
|
|
|
Subtotal Contract Drilling(9)
|
|
|
5,238,023
|
|
|
|
5,017,150
|
|
Oil and Gas
|
|
|
113,192
|
|
|
|
127,834
|
|
Other Operating Segments(10)
|
|
|
466,011
|
|
|
|
387,422
|
|
Other reconciling items(8)
|
|
|
873,313
|
|
|
|
1,698,001
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
6,690,539
|
|
|
$
|
7,230,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These segments include our drilling, workover and well-servicing
operations, on land and offshore. |
|
(2) |
|
Includes Earnings from unconsolidated affiliates, accounted for
by the equity method, of $.69 million and $.7 million
for the three months ended March 31, 2006 and 2005,
respectively. |
|
(3) |
|
Represents our oil and gas exploration, development and
production operations. |
|
(4) |
|
Includes our marine transportation and supply services, drilling
technology and top drive manufacturing, directional drilling,
rig instrumentation and software, and construction and logistics
operations. |
|
(5) |
|
Includes Earnings from unconsolidated affiliates, accounted for
by the equity method, of $3.7 million and $1.3 million
for the three months ended March 31, 2006 and 2005,
respectively. |
18
|
|
|
(6) |
|
Represents the elimination of inter-segment transactions. |
|
(7) |
|
Adjusted income (loss) derived from operating activities is
computed by: subtracting direct costs, general and
administrative expenses, and depreciation and amortization, and
depletion expense from Operating revenues and then adding
Earnings from unconsolidated affiliates. Such amounts should not
be used as a substitute to 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 this financial measure is
an accurate reflection of the ongoing profitability of our
company. A reconciliation of this non-GAAP measure to income
before income taxes, which is a GAAP measure, is provided within
the table above. |
|
(8) |
|
Represents the elimination of inter-segment transactions and
unallocated corporate expenses and assets. |
|
(9) |
|
Includes $36.0 million and $35.3 million of
investments in unconsolidated affiliates accounted for by the
equity method as of March 31, 2006 and December 31,
2005, respectively. |
|
|
|
(10) |
|
Includes $39.6 million and $35.9 million of
investments in unconsolidated affiliates accounted for by the
equity method as of March 31, 2006 and December 31,
2005, respectively. |
|
|
Note 12
|
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
$225 million 4.875% senior notes due 2009 issued by
Nabors Holdings 1, ULC, our indirect subsidiary.
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 U.S. Securities and Exchange Commission. 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
March 31, 2006 and December 31, 2005, statements of
income and cash flows for each of the three month periods ended
March 31, 2006 and 2005 of (a) Nabors,
parent/guarantor, (b) Nabors Delaware, issuer of public
debt securities guaranteed by Nabors and guarantor of the
$225 million 4.875% senior notes issued by Nabors
Holdings, (c) Nabors Holdings, issuer of the
$225 million 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.
19
Condensed
Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006
|
|
|
|
|
|
|
Nabors
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Nabors
|
|
|
Delaware
|
|
|
Nabors
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
(Parent/
|
|
|
(Issuer/
|
|
|
Holdings
|
|
|
(Non-
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
Guarantor)
|
|
|
Guarantor)
|
|
|
(Issuer)
|
|
|
Guarantors)
|
|
|
Adjustments
|
|
|
Total
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
5,513
|
|
|
$
|
43
|
|
|
$
|
11
|
|
|
$
|
287,735
|
|
|
$
|
|
|
|
$
|
293,302
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
181,554
|
|
|
|
|
|
|
|
181,554
|
|
Accounts receivable, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
949,524
|
|
|
|
|
|
|
|
949,524
|
|
Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,238
|
|
|
|
|
|
|
|
58,238
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
201,230
|
|
|
|
|
|
|
|
201,230
|
|
Other current assets
|
|
|
162
|
|
|
|
969
|
|
|
|
376
|
|
|
|
70,715
|
|
|
|
|
|
|
|
72,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
5,675
|
|
|
|
1,012
|
|
|
|
387
|
|
|
|
1,748,996
|
|
|
|
|
|
|
|
1,756,070
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,413
|
|
|
|
|
|
|
|
250,413
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,156,554
|
|
|
|
|
|
|
|
4,156,554
|
|
Goodwill, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
359,955
|
|
|
|
|
|
|
|
359,955
|
|
Intercompany receivables
|
|
|
201,622
|
|
|
|
768,939
|
|
|
|
|
|
|
|
19,943
|
|
|
|
(990,504
|
)
|
|
|
|
|
Investments in affiliates
|
|
|
3,607,053
|
|
|
|
3,045,665
|
|
|
|
275,807
|
|
|
|
2,828,922
|
|
|
|
(9,681,835
|
)
|
|
|
75,612
|
|
Other long-term assets
|
|
|
|
|
|
|
10,258
|
|
|
|
774
|
|
|
|
80,903
|
|
|
|
|
|
|
|
91,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,814,350
|
|
|
$
|
3,825,874
|
|
|
$
|
276,968
|
|
|
$
|
9,445,686
|
|
|
$
|
(10,672,339
|
)
|
|
$
|
6,690,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long- term debt
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Trade accounts payable
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
390,006
|
|
|
|
|
|
|
|
390,029
|
|
Accrued liabilities
|
|
|
1,200
|
|
|
|
1,881
|
|
|
|
1,409
|
|
|
|
223,227
|
|
|
|
|
|
|
|
227,717
|
|
Income taxes payable
|
|
|
|
|
|
|
8,639
|
|
|
|
1,651
|
|
|
|
60,929
|
|
|
|
|
|
|
|
71,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1.200
|
|
|
|
10,543
|
|
|
|
3,060
|
|
|
|
674,162
|
|
|
|
|
|
|
|
688,965
|
|
Long-term debt
|
|
|
|
|
|
|
1,028,288
|
|
|
|
224,096
|
|
|
|
|
|
|
|
|
|
|
|
1,252,384
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158,220
|
|
|
|
|
|
|
|
158,220
|
|
Deferred income taxes
|
|
|
|
|
|
|
26,115
|
|
|
|
|
|
|
|
751,705
|
|
|
|
|
|
|
|
777,820
|
|
Intercompany payable
|
|
|
|
|
|
|
|
|
|
|
3,109
|
|
|
|
987,395
|
|
|
|
(990,504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,200
|
|
|
|
1,064,946
|
|
|
|
230,265
|
|
|
|
2,571,482
|
|
|
|
(990,504
|
)
|
|
|
2,877,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
3,813,150
|
|
|
|
2,760,928
|
|
|
|
46,703
|
|
|
|
6,874,204
|
|
|
|
(9,681,835
|
)
|
|
|
3,813,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity
|
|
$
|
3,814,350
|
|
|
$
|
3,825,874
|
|
|
$
|
276,968
|
|
|
$
|
9,445,686
|
|
|
$
|
(10,672,339
|
)
|
|
$
|
6,690,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
|
|
|
Nabors
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Nabors
|
|
|
Delaware
|
|
|
Nabors
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
(Parent/
|
|
|
(Issuer/
|
|
|
Holdings
|
|
|
(Non-
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
Guarantor)
|
|
|
Guarantor)
|
|
|
(Issuer)
|
|
|
Guarantors)
|
|
|
Adjustments
|
|
|
Total
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
527
|
|
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
564,449
|
|
|
$
|
|
|
|
$
|
565,001
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
858,524
|
|
|
|
|
|
|
|
858,524
|
|
Accounts receivable, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
822,104
|
|
|
|
|
|
|
|
822,104
|
|
Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,292
|
|
|
|
|
|
|
|
51,292
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199,196
|
|
|
|
|
|
|
|
199,196
|
|
Other current assets
|
|
|
163
|
|
|
|
959
|
|
|
|
376
|
|
|
|
119,693
|
|
|
|
|
|
|
|
121,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
690
|
|
|
|
973
|
|
|
|
387
|
|
|
|
2,615,258
|
|
|
|
|
|
|
|
2,617,308
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
222,802
|
|
|
|
|
|
|
|
222,802
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,886,924
|
|
|
|
|
|
|
|
3,886,924
|
|
Goodwill, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
341,939
|
|
|
|
|
|
|
|
341,939
|
|
Intercompany receivables
|
|
|
545,099
|
|
|
|
766,079
|
|
|
|
|
|
|
|
522
|
|
|
|
(1,311,700
|
)
|
|
|
|
|
Investments in affiliates
|
|
|
3,212,605
|
|
|
|
2,539,283
|
|
|
|
270,461
|
|
|
|
1,544,222
|
|
|
|
(7,495,407
|
)
|
|
|
71,164
|
|
Other long-term assets
|
|
|
|
|
|
|
10,295
|
|
|
|
826
|
|
|
|
79,149
|
|
|
|
|
|
|
|
90,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,758,394
|
|
|
$
|
3,316,630
|
|
|
$
|
271,674
|
|
|
$
|
8,690,816
|
|
|
$
|
(8,807,107
|
)
|
|
$
|
7,230,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILTIES AND
SHAREHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
|
|
|
$
|
767,912
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
767,912
|
|
Trade accounts payable
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
336,566
|
|
|
|
|
|
|
|
336,589
|
|
Accrued liabilities
|
|
|
254
|
|
|
|
5,582
|
|
|
|
4,151
|
|
|
|
214,349
|
|
|
|
|
|
|
|
224,336
|
|
Income taxes payable
|
|
|
|
|
|
|
6,696
|
|
|
|
1,380
|
|
|
|
15,543
|
|
|
|
|
|
|
|
23,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
254
|
|
|
|
780,213
|
|
|
|
5,531
|
|
|
|
566,458
|
|
|
|
|
|
|
|
1,352,456
|
|
Long-term debt
|
|
|
|
|
|
|
1,027,721
|
|
|
|
224,030
|
|
|
|
|
|
|
|
|
|
|
|
1,251,751
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,415
|
|
|
|
|
|
|
|
151,415
|
|
Deferred income taxes
|
|
|
|
|
|
|
26,246
|
|
|
|
|
|
|
|
690,399
|
|
|
|
|
|
|
|
716,645
|
|
Intercompany payable
|
|
|
|
|
|
|
|
|
|
|
2,534
|
|
|
|
1,309,166
|
|
|
|
(1,311,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
254
|
|
|
|
1,834,180
|
|
|
|
232,095
|
|
|
|
2,717,438
|
|
|
|
(1,311,700
|
)
|
|
|
3,472,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
3,758,140
|
|
|
|
1,482,450
|
|
|
|
39,579
|
|
|
|
5,973,378
|
|
|
|
(7,495,407
|
)
|
|
|
3,758,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity
|
|
$
|
3,758,394
|
|
|
$
|
3,316,630
|
|
|
$
|
271,674
|
|
|
$
|
8,690,816
|
|
|
$
|
(8,807,107
|
)
|
|
$
|
7,230,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Condensed
Consolidating Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2006
|
|
|
|
|
|
|
Nabors
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Nabors
|
|
|
Delaware
|
|
|
Nabors
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
(Parent/
|
|
|
(Issuer/
|
|
|
Holdings
|
|
|
(Non-
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
Guarantor)
|
|
|
Guarantor)
|
|
|
(Issuer)
|
|
|
Guarantors)
|
|
|
Adjustments
|
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,163,926
|
|
|
$
|
|
|
|
$
|
1,163,926
|
|
Earnings from unconsolidated
affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,399
|
|
|
|
|
|
|
|
4,399
|
|
Earnings from consolidated
affiliates
|
|
|
259,952
|
|
|
|
200,708
|
|
|
|
5,346
|
|
|
|
208,962
|
|
|
|
(674,968
|
)
|
|
|
|
|
Investment income
|
|
|
76
|
|
|
|
127
|
|
|
|
|
|
|
|
13,667
|
|
|
|
|
|
|
|
13,870
|
|
Intercompany interest income
|
|
|
986
|
|
|
|
15,792
|
|
|
|
|
|
|
|
|
|
|
|
(16,778
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues and other income
|
|
|
261,014
|
|
|
|
216,627
|
|
|
|
5,346
|
|
|
|
1,390,954
|
|
|
|
(691,746
|
)
|
|
|
1,182,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and other deductions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
614,617
|
|
|
|
|
|
|
|
614,617
|
|
General and administrative expenses
|
|
|
4,032
|
|
|
|
25
|
|
|
|
2
|
|
|
|
84,783
|
|
|
|
(45
|
)
|
|
|
88,797
|
|
Depreciation and amortization
|
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
81,239
|
|
|
|
|
|
|
|
81,389
|
|
Depletion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,017
|
|
|
|
|
|
|
|
13,017
|
|
Interest expense
|
|
|
|
|
|
|
6,992
|
|
|
|
2,860
|
|
|
|
(1,797
|
)
|
|
|
|
|
|
|
8,055
|
|
Intercompany interest expense
|
|
|
219
|
|
|
|
|
|
|
|
|
|
|
|
16,559
|
|
|
|
(16,778
|
)
|
|
|
|
|
Losses (gains) on sales of
long-lived assets, impairment charges and other expense
(income), net
|
|
|
|
|
|
|
(959
|
)
|
|
|
|
|
|
|
4,943
|
|
|
|
45
|
|
|
|
4,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and other deductions
|
|
|
4,251
|
|
|
|
6,208
|
|
|
|
2,862
|
|
|
|
813,361
|
|
|
|
(16,778
|
)
|
|
|
809,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
256,763
|
|
|
|
210,419
|
|
|
|
2,484
|
|
|
|
577,593
|
|
|
|
(674,968
|
)
|
|
|
372,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
|
|
|
|
3,593
|
|
|
|
845
|
|
|
|
111,090
|
|
|
|
|
|
|
|
115,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
256,763
|
|
|
$
|
206,826
|
|
|
$
|
1,639
|
|
|
$
|
466,503
|
|
|
$
|
(674,968
|
)
|
|
$
|
256,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2005
|
|
|
|
|
|
|
Nabors
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Nabors
|
|
|
Delaware
|
|
|
Nabors
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
(Parent/
|
|
|
(Issuer/
|
|
|
Holdings
|
|
|
(Non-
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
Guarantor)
|
|
|
Guarantor)
|
|
|
(Issuer)
|
|
|
Guarantors)
|
|
|
Adjustments
|
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
783,728
|
|
|
$
|
|
|
|
$
|
783,728
|
|
Earnings from unconsolidated
affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,003
|
|
|
|
|
|
|
|
2,003
|
|
Earnings from consolidated
affiliates
|
|
|
124,308
|
|
|
|
71,775
|
|
|
|
4,477
|
|
|
|
78,495
|
|
|
|
(279,055
|
)
|
|
|
|
|
Investment income
|
|
|
4,826
|
|
|
|
|
|
|
|
|
|
|
|
6,962
|
|
|
|
|
|
|
|
11,788
|
|
Intercompany interest income
|
|
|
986
|
|
|
|
18,695
|
|
|
|
|
|
|
|
|
|
|
|
(19,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues and other income
|
|
|
130,120
|
|
|
|
90,470
|
|
|
|
4,477
|
|
|
|
871,188
|
|
|
|
(298,736
|
)
|
|
|
797,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and other deductions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
474,626
|
|
|
|
|
|
|
|
474,626
|
|
General and administrative expenses
|
|
|
2,331
|
|
|
|
121
|
|
|
|
|
|
|
|
56,873
|
|
|
|
(684
|
)
|
|
|
58,641
|
|
Depreciation and amortization
|
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
68,038
|
|
|
|
|
|
|
|
68,188
|
|
Depletion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,353
|
|
|
|
|
|
|
|
12,353
|
|
Interest expense
|
|
|
|
|
|
|
8,865
|
|
|
|
2,860
|
|
|
|
(988
|
)
|
|
|
|
|
|
|
10,737
|
|
Intercompany interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,681
|
|
|
|
(19,681
|
)
|
|
|
|
|
Losses (gains) on sales of
long-lived assets, impairment charges and other expense
(income), net
|
|
|
344
|
|
|
|
(929
|
)
|
|
|
|
|
|
|
3,772
|
|
|
|
684
|
|
|
|
3,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and other deductions
|
|
|
2,675
|
|
|
|
8,207
|
|
|
|
2,860
|
|
|
|
634,355
|
|
|
|
(19,681
|
)
|
|
|
628,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
127,445
|
|
|
|
82,263
|
|
|
|
1,617
|
|
|
|
236,833
|
|
|
|
(279,055
|
)
|
|
|
169,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
31
|
|
|
|
3,881
|
|
|
|
550
|
|
|
|
37,227
|
|
|
|
|
|
|
|
41,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
127,414
|
|
|
$
|
78,382
|
|
|
$
|
1,067
|
|
|
$
|
199,606
|
|
|
$
|
(279,055
|
)
|
|
$
|
127,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Condensed
Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2006
|
|
|
|
|
|
|
Nabors
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Nabors
|
|
|
Delaware
|
|
|
Nabors
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
(Parent/
|
|
|
(Issuer/
|
|
|
Holdings
|
|
|
(Non-
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
Guarantor)
|
|
|
Guarantor)
|
|
|
(Issuer)
|
|
|
Guarantors)
|
|
|
Adjustments
|
|
|
Total
|
|
(In thousands)
|
|
|
Net cash (used for) provided by
operating activities
|
|
$
|
1,197,034
|
|
|
$
|
23,447
|
|
|
$
|
(5,484
|
)
|
|
$
|
53,601
|
|
|
$
|
(872,632
|
)
|
|
$
|
395,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,769
|
)
|
|
|
|
|
|
|
(38,769
|
)
|
Sales and maturities of investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
701,158
|
|
|
|
|
|
|
|
701,158
|
|
Cash paid for investments in
consolidated affiliates
|
|
|
(977,927
|
)
|
|
|
(328,566
|
)
|
|
|
|
|
|
|
(1,083,572
|
)
|
|
|
2,390,065
|
|
|
|
|
|
Cash paid for acquisitions of
businesses, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,465
|
)
|
|
|
|
|
|
|
(13,465
|
)
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(346,211
|
)
|
|
|
|
|
|
|
(346,211
|
)
|
Proceeds from sales of assets and
insurance claims
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,416
|
|
|
|
|
|
|
|
2,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
(977,927
|
)
|
|
|
(328,566
|
)
|
|
|
|
|
|
|
(778,443
|
)
|
|
|
2,390,065
|
|
|
|
305,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash overdrafts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,898
|
|
|
|
|
|
|
|
9,898
|
|
Reduction of long-term debt
|
|
|
|
|
|
|
(769,789
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(769,789
|
)
|
Proceeds from issuance of common
shares
|
|
|
8,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,263
|
|
Proceeds from parent contributions
|
|
|
|
|
|
|
1,078,088
|
|
|
|
5,484
|
|
|
|
1,306,493
|
|
|
|
(2,390,065
|
)
|
|
|
|
|
Repurchase of common shares
|
|
|
(222,384
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(222,384
|
)
|
Tax benefit related to the
exercise of stock options
|
|
|
|
|
|
|
1,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,815
|
|
Cash dividends paid
|
|
|
|
|
|
|
(4,966
|
)
|
|
|
|
|
|
|
(867,666
|
)
|
|
|
872,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
financing activities
|
|
|
(214,121
|
)
|
|
|
305,148
|
|
|
|
5,484
|
|
|
|
448,725
|
|
|
|
(1,517,433
|
)
|
|
|
(972,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(597
|
)
|
|
|
|
|
|
|
(597
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
and cash equivalents
|
|
|
4,986
|
|
|
|
29
|
|
|
|
|
|
|
|
(276,714
|
)
|
|
|
|
|
|
|
(271,699
|
)
|
Cash and cash equivalents,
beginning of period
|
|
|
527
|
|
|
|
14
|
|
|
|
11
|
|
|
|
564,449
|
|
|
|
|
|
|
|
565,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
5,513
|
|
|
$
|
43
|
|
|
$
|
11
|
|
|
$
|
287,735
|
|
|
$
|
|
|
|
|
293,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2005
|
|
|
|
|
|
|
Nabors
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Nabors
|
|
|
Delaware
|
|
|
Nabors
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
(Parent/
|
|
|
(Issuer/
|
|
|
Holdings
|
|
|
(Non-
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
Guarantor)
|
|
|
Guarantor)
|
|
|
(Issuer)
|
|
|
Guarantors)
|
|
|
Adjustments
|
|
|
Total
|
|
(In thousands)
|
|
|
Net cash (used for) provided by
operating activities
|
|
$
|
52,614
|
|
|
$
|
5,484
|
|
|
$
|
(5,484
|
)
|
|
$
|
116,044
|
|
|
$
|
(5,484
|
)
|
|
$
|
163,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
(60,892
|
)
|
|
|
|
|
|
|
|
|
|
|
(118,808
|
)
|
|
|
|
|
|
|
(179,700
|
)
|
Sales and maturities of investments
|
|
|
27,889
|
|
|
|
|
|
|
|
|
|
|
|
92,851
|
|
|
|
|
|
|
|
120,740
|
|
Cash paid for investments in
consolidated affiliates
|
|
|
(85,362
|
)
|
|
|
(5,484
|
)
|
|
|
|
|
|
|
(5,484
|
)
|
|
|
96,330
|
|
|
|
|
|
Cash paid for acquisitions of
businesses, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,775
|
)
|
|
|
|
|
|
|
(6,775
|
)
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(173,780
|
)
|
|
|
|
|
|
|
(173,780
|
)
|
Proceeds from sales of assets and
insurance claims
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,203
|
|
|
|
|
|
|
|
3,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
(118,365
|
)
|
|
|
(5,484
|
)
|
|
|
|
|
|
|
(208,793
|
)
|
|
|
96,330
|
|
|
|
(236,312
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in short-term borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,684
|
|
|
|
|
|
|
|
1,684
|
|
Increase in cash overdrafts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,376
|
|
|
|
|
|
|
|
13,376
|
|
Proceeds from issuance of common
shares
|
|
|
2,117
|
|
|
|
|
|
|
|
|
|
|
|
134,821
|
|
|
|
|
|
|
|
136,938
|
|
Proceeds from parent contributions
|
|
|
|
|
|
|
|
|
|
|
5,484
|
|
|
|
90,846
|
|
|
|
(96,330
|
)
|
|
|
|
|
Cash dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,484
|
)
|
|
|
5,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
financing activities
|
|
|
2,117
|
|
|
|
|
|
|
|
5,484
|
|
|
|
235,243
|
|
|
|
(90,846
|
)
|
|
|
151,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(644
|
)
|
|
|
|
|
|
|
(644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
and cash equivalents
|
|
|
(63,634
|
)
|
|
|
|
|
|
|
|
|
|
|
141,850
|
|
|
|
|
|
|
|
78,216
|
|
Cash and cash equivalents,
beginning of period
|
|
|
67,584
|
|
|
|
|
|
|
|
18
|
|
|
|
317,107
|
|
|
|
|
|
|
|
384,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
3,950
|
|
|
$
|
|
|
|
$
|
18
|
|
|
$
|
458,957
|
|
|
$
|
|
|
|
$
|
462,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 13
|
Subsequent
Events
|
On April 17, 2006, we distributed a stock dividend to all
shareholders of record on March 31, 2006 thereby
effectuating the
two-for-one
stock split approved by our Board of Directors on
December 13, 2005 (see Note 7).
25
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of Nabors Industries Ltd.:
We have reviewed the accompanying consolidated balance sheet of
Nabors Industries Ltd. and its subsidiaries as of March 31,
2006, and the related consolidated statements of income, of cash
flows and of changes in shareholders equity for the
three-month periods ended March 31, 2006 and 2005. This
interim financial information is the responsibility of the
Companys management.
We conducted our review in accordance with standards of the
Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting
Oversight Board, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated interim financial information for it to be in
conformity with accounting principles generally accepted in the
United States of America.
We previously audited in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet as of December 31, 2005, and the
related consolidated statements of income, of cash flows, and of
changes in shareholders equity for the year then ended,
managements assessment of the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2005 and the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2005; and in our report dated March 16,
2006, we expressed unqualified opinions thereon. The
consolidated financial statements and managements
assessment of the effectiveness of internal control over
financial reporting referred to above are not presented herein.
In our opinion, the information set forth in the accompanying
consolidated balance sheet information as of December 31,
2005, is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.
/s/ PRICEWATERHOUSECOOPERS LLP
Houston, Texas
May 8, 2006
26
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Forward-looking
Statements
We often discuss expectations regarding our future markets,
demand for our products and services, and our performance in our
annual and quarterly reports, press releases, and other written
and oral statements. Statements that relate to matters that are
not historical facts are forward-looking statements
within the meaning of the safe harbor provisions of
Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act. These
forward-looking statements are based on an analysis
of currently available competitive, financial and economic data
and our operating plans. They are inherently uncertain and
investors should recognize that events and actual results could
turn out to be significantly different from our expectations. By
way of illustration, when used in this document, words such as
anticipate, believe, expect,
plan, intend, estimate,
project, will, should,
could, may, predict and
similar expressions are intended to identify forward-looking
statements.
You should consider the following key factors when evaluating
these forward-looking statements:
|
|
|
|
|
fluctuations in worldwide prices of and demand for natural gas
and oil;
|
|
|
|
fluctuations in levels of natural gas and oil exploration and
development activities;
|
|
|
|
fluctuations in the demand for our services;
|
|
|
|
the existence of competitors, technological changes and
developments in the oilfield services industry;
|
|
|
|
the existence of operating risks inherent in the oilfield
services industry;
|
|
|
|
the existence of regulatory and legislative uncertainties;
|
|
|
|
the possibility of changes in tax laws;
|
|
|
|
the possibility of political instability, war or acts of
terrorism in any of the countries in which we do
business; and
|
|
|
|
general economic conditions.
|
The above description of risks and uncertainties is by no means
all-inclusive, but is designed to highlight what we believe are
important factors to consider. For a more detailed description
of risk factors, please refer to our Annual Report on
Form 10-K
for the year ended December 31, 2005 filed with the
Securities and Exchange Commission under Part 1,
Item 1A, Risk Factors.
Unless the context requires otherwise, references in this
Quarterly Report on
Form 10-Q
to we, us, our, or
Nabors means Nabors Industries Ltd. and, where the
context requires, includes our subsidiaries.
Management
Overview
The following Managements Discussion and Analysis of
Financial Condition and Results of Operations is intended to
help the reader understand the results of our operations and our
financial condition. This information is provided as a
supplement to, and should be read in conjunction with our
consolidated financial statements and the accompanying notes to
our consolidated financial statements.
Nabors is the largest land drilling contractor in the world. We
conduct oil, gas and geothermal land drilling operations in the
U.S. Lower 48 states, Alaska, Canada, South and
Central America, the Middle East, the Far East and Africa.
Nabors also is one of the largest land well-servicing and
workover contractors in the United States and Canada and is a
leading provider of offshore platform workover and drilling rigs
in the United States and multiple international markets. To
further supplement and complement our primary business, we 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 selected domestic and
international markets. During the first quarter of 2006, we
began to offer logistics services for onshore drilling and
well-servicing operations in Canada using helicopter and
fixed-winged aircraft purchased from Airborne Energy Solutions
Ltd. on January 3, 2006 (see Note 4 to our
accompanying consolidated financial statements). We have also
made selective investments in oil and gas exploration,
development and production activities.
27
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 limited oil and gas exploration, development and
production operations are included in a category labeled Oil and
Gas for segment reporting purposes. Our operating segments
engaged in marine transportation and supply services, drilling
technology and top drive manufacturing, directional drilling,
rig instrumentation and software, and construction and logistics
operations are aggregated in a category labeled Other Operating
Segments for segment reporting purposes.
Our businesses depend, to a large degree, on the level of
spending by oil and gas companies for exploration, development
and production activities. Therefore, a sustained increase or
decrease in the price of natural gas or oil, which could have a
material impact on exploration, development and production
activities, could also materially affect our financial position,
results of operations and cash flows.
Natural gas prices are the primary driver of our U.S. Lower
48 Land Drilling, Canadian and U.S. Offshore (Gulf of
Mexico) operations, while oil prices are the primary driver of
our Alaskan, International and U.S. Land Well-servicing
operations. The Henry Hub natural gas spot price (per Bloomberg)
averaged $9.19 per million cubic feet (mcf) during the
period from April 1, 2005 through March 31, 2006, up
from a $6.10 per mcf average during the period from
April 1, 2004 through March 31, 2005. West Texas
intermediate spot oil prices (per Bloomberg) averaged
$59.89 per barrel during the period from April 1, 2005
through March 31, 2006, up from a $45.06 per barrel
average during the period from April 1, 2004 through
March 31, 2005.
Operating revenues and Earnings from unconsolidated affiliates
for the three months ended March 31, 2006 totaled
$1.2 billion, representing an increase of
$382.6 million, or 49%, compared to the prior year quarter.
Adjusted income derived from operating activities and net income
for the three months ended March 31, 2006 totaled
$370.5 million and $256.8 million ($.79 per
diluted share), respectively, representing increases of 116% and
102%, respectively, compared to the prior year quarter.
The increase in our operating results during the three months
ended March 31, 2006 resulted from higher revenues realized
by essentially all of our operating segments. Revenues increased
as a result of higher average dayrates and activity levels
during the three months ended March 31, 2006 compared to
the prior year quarter. This increase in average dayrates and
activity reflects an increase in demand for our services in
these markets during the three months ended March 31, 2006,
which resulted from continuing higher price levels for natural
gas and oil during 2005 and the first quarter of 2006.
Our operating results for 2006 are expected to increase from
levels realized during 2005 as a result of:
|
|
|
|
|
Our current expectation of the continuation of historically high
commodity prices during 2006 and the related impact on drilling
and well-servicing activity, dayrates for drilling services and
hourly well-servicing rates, and
|
|
|
|
|
|
Our current expectation of the impact on our overall level of
drilling and well-servicing activity resulting from new or
substantially new rigs to be added as part of our expanded
capital program and planned reactivations of and enhancements to
existing rigs.
|
The expansion of our rig fleet through our expanded capital
program is expected to most significantly impact the results of
our U.S. Lower 48 Land Drilling, U.S. Land
Well-servicing, Canadian and International operations. For our
existing rigs, we expect the largest increase in drilling
activity and dayrates to exist in our U.S. Lower 48 Land
Drilling operations as a result of strong demand for drilling
services in that market driven by the sustained level of higher
natural gas prices. We also expect strong demand for our
drilling and well-servicing services across a number of our
other markets, resulting from higher commodity prices, to
improve our results of operations from existing rigs for our
U.S. Land Well-servicing, Canadian, International and
U.S. Offshore operations. Canadian drilling activity is
subject to substantial levels of seasonality, as activity levels
typically peak in the first quarter, decline substantially in
the second quarter, and then generally increase over the last
half of the year. We expect that the improvement in our
International operations will also be driven by multiple rig
contract re-pricings, which should begin to impact our results
in the second half of 2006. We expect that the improvement in
our U.S. Offshore operations will also be driven by a
continuing improvement in the utilization of and pricing for our
workover
jack-up
rigs. We expect results from our operations in Alaska to be
substantially unchanged during 2006 when compared to 2005, as
the improvement in commodity prices has yet to result in an
improvement in demand for drilling services in that market.
28
The following table sets forth certain information with respect
to our reportable segments and rig activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2006
|
|
|
2005
|
|
|
(Decrease)
|
|
(In thousands, except
percentages and rig activity)
|
|
|
Reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Drilling:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Lower 48 Land Drilling
|
|
$
|
426,350
|
|
|
$
|
258,990
|
|
|
$
|
167,360
|
|
|
|
65
|
%
|
U.S. Land Well-servicing
|
|
|
160,733
|
|
|
|
106,113
|
|
|
|
54,620
|
|
|
|
51
|
%
|
U.S. Offshore
|
|
|
43,526
|
|
|
|
38,067
|
|
|
|
5,459
|
|
|
|
14
|
%
|
Alaska
|
|
|
26,806
|
|
|
|
24,768
|
|
|
|
2,038
|
|
|
|
8
|
%
|
Canada
|
|
|
226,557
|
|
|
|
166,327
|
|
|
|
60,230
|
|
|
|
36
|
%
|
International
|
|
|
146,895
|
|
|
|
124,030
|
|
|
|
22,865
|
|
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Contract Drilling(2)
|
|
|
1,030,867
|
|
|
|
718,295
|
|
|
|
312,572
|
|
|
|
44
|
%
|
Oil and Gas(3)
|
|
|
29,837
|
|
|
|
15,299
|
|
|
|
14,538
|
|
|
|
95
|
%
|
Other Operating
Segments (4)(5)
|
|
|
151,703
|
|
|
|
75,991
|
|
|
|
75,712
|
|
|
|
100
|
%
|
Other reconciling items(6)
|
|
|
(44,082
|
)
|
|
|
(23,854
|
)
|
|
|
(20,228
|
)
|
|
|
(85
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,168,325
|
|
|
$
|
785,731
|
|
|
$
|
382,594
|
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income (loss) derived
from operating activities: (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Drilling:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Lower 48 Land Drilling
|
|
$
|
179,731
|
|
|
$
|
73,459
|
|
|
$
|
106,272
|
|
|
|
145
|
%
|
U.S. Land Well-servicing
|
|
|
46,070
|
|
|
|
19,428
|
|
|
|
26,642
|
|
|
|
137
|
%
|
U.S. Offshore
|
|
|
10,454
|
|
|
|
7,011
|
|
|
|
3,443
|
|
|
|
49
|
%
|
Alaska
|
|
|
4,242
|
|
|
|
5,972
|
|
|
|
(1,730
|
)
|
|
|
(29
|
)%
|
Canada
|
|
|
83,102
|
|
|
|
45,768
|
|
|
|
37,334
|
|
|
|
82
|
%
|
International
|
|
|
37,497
|
|
|
|
29,767
|
|
|
|
7,730
|
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Contract Drilling
|
|
|
361,096
|
|
|
|
181,405
|
|
|
|
179,691
|
|
|
|
99
|
%
|
Oil and Gas
|
|
|
13,436
|
|
|
|
874
|
|
|
|
12,562
|
|
|
|
N/M
|
(8)
|
Other Operating Segments
|
|
|
20,567
|
|
|
|
5,062
|
|
|
|
15,505
|
|
|
|
306
|
%
|
Other reconciling items(9)
|
|
|
(24,594
|
)
|
|
|
(15,418
|
)
|
|
|
(9,176
|
)
|
|
|
(60
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
370,505
|
|
|
$
|
171,923
|
|
|
$
|
198,582
|
|
|
|
116
|
%
|
Interest expense
|
|
|
(8,055
|
)
|
|
|
(10,737
|
)
|
|
|
2,682
|
|
|
|
25
|
%
|
Investment income
|
|
|
13,870
|
|
|
|
11,788
|
|
|
|
2,082
|
|
|
|
18
|
%
|
(Losses) on sales of long-lived
assets, impairment charges and other income (expense), net
|
|
|
(4,029
|
)
|
|
|
(3,871
|
)
|
|
|
(158
|
)
|
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
372,291
|
|
|
$
|
169,103
|
|
|
$
|
203,188
|
|
|
|
120
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2006
|
|
|
2005
|
|
|
(Decrease)
|
|
(In thousands, except
percentages and rig activity)
|
|
|
Rig activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rig years: (10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Lower 48 Land Drilling
|
|
|
253.4
|
|
|
|
222.4
|
|
|
|
31.0
|
|
|
|
14
|
%
|
U.S. Offshore
|
|
|
14.9
|
|
|
|
15.6
|
|
|
|
(0.7
|
)
|
|
|
(4
|
)%
|
Alaska
|
|
|
7.2
|
|
|
|
6.7
|
|
|
|
0.5
|
|
|
|
7
|
%
|
Canada
|
|
|
73.3
|
|
|
|
66.2
|
|
|
|
7.1
|
|
|
|
11
|
%
|
International(11)
|
|
|
86.3
|
|
|
|
75.2
|
|
|
|
11.1
|
|
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total rig years
|
|
|
435.1
|
|
|
|
386.1
|
|
|
|
49.0
|
|
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rig hours: (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Land Well-servicing
|
|
|
311,768
|
|
|
|
296,611
|
|
|
|
15,157
|
|
|
|
5
|
%
|
Canadian Well-servicing
|
|
|
121,224
|
|
|
|
114,336
|
|
|
|
6,888
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total rig hours
|
|
|
432,992
|
|
|
|
410,947
|
|
|
|
22,045
|
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These segments include our drilling, workover and well-servicing
operations, on land and offshore. |
|
(2) |
|
Includes Earnings from unconsolidated affiliates, accounted for
by the equity method, of $.69 million and $.7 million
for the three months ended March 31, 2006 and 2005,
respectively. |
|
(3) |
|
Represents our oil and gas exploration, development and
production operations. |
|
(4) |
|
Includes our marine transportation and supply services, drilling
technology and top drive manufacturing, directional drilling,
rig instrumentation and software, and construction and logistics
operations. |
|
(5) |
|
Includes Earnings from unconsolidated affiliates, accounted for
by the equity method, of $3.7 million and $1.3 million
for the three months ended March 31, 2006 and 2005,
respectively. |
|
(6) |
|
Represents the elimination of inter-segment transactions. |
|
(7) |
|
Adjusted income (loss) derived from operating activities is
computed by: subtracting direct costs, general and
administrative expenses, and depreciation and amortization, and
depletion expense from Operating revenues and then adding
Earnings from unconsolidated affiliates. Such amounts should not
be used as a substitute to those amounts reported under
accounting principles generally accepted in the United States of
America (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 this financial
measure is an accurate reflection of the ongoing profitability
of our company. A reconciliation of this non-GAAP measure to
income before income taxes, which is a GAAP measure, is provided
within the table set forth immediately following the heading
Results of Operations above. |
|
(8) |
|
The percentage is so large that it is not meaningful. |
|
(9) |
|
Represents the elimination of inter-segment transactions and
unallocated corporate expenses. |
|
(10) |
|
Excludes well-servicing rigs, which are measured in rig hours.
Rig years represents a measure of the number of equivalent rigs
operating during a given period. For example, one rig operating
182.5 days during a
365-day
period represents 0.5 rig years. |
|
(11) |
|
International rig years include our equivalent percentage
ownership of rigs owned by unconsolidated affiliates which
totaled 4.0 years and 3.7 years during the three
months ended March 31, 2006 and 2005, respectively. |
|
(12) |
|
Rig hours represents the number of hours that our well-servicing
rig fleet operated during the quarter. |
30
Segment
Results of Operations
Contract
Drilling
Our Contract Drilling operating segments contain one or more of
the following operations: drilling, workover and well-servicing,
on land and offshore.
U.S. Lower 48 Land Drilling. The results
of operations for this reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages and rig activity)
|
|
|
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
426,350
|
|
|
$
|
258,990
|
|
|
$
|
167,360
|
|
|
|
65
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
179,731
|
|
|
$
|
73,459
|
|
|
$
|
106,272
|
|
|
|
145
|
%
|
Rig years
|
|
|
253.4
|
|
|
|
222.4
|
|
|
|
31.0
|
|
|
|
14
|
%
|
The increase in operating results during the three months ended
March 31, 2006 primarily resulted from an increase in
average dayrates and in drilling activity, which were driven by
higher natural gas prices. The increase in drilling activity is
reflected in the increase in rig years during the three months
ended March 31, 2006 compared to the prior year quarter.
U.S. Land Well-servicing. The results of
operations for this reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages and rig activity)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
160,733
|
|
|
$
|
106,113
|
|
|
$
|
54,620
|
|
|
|
51
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
46,070
|
|
|
$
|
19,428
|
|
|
$
|
26,642
|
|
|
|
137
|
%
|
Rig hours
|
|
|
311,768
|
|
|
|
296,611
|
|
|
|
15,157
|
|
|
|
5
|
%
|
The increase in operating results during the three months ended
March 31, 2006 primarily resulted from an increase in
average dayrates and from higher well-servicing hours compared
to the prior year quarter. This increase in dayrates and
activity resulted from higher customer demand for our services
in a number of markets in which we operate, which was driven by
a sustained level of higher oil prices.
U.S. Offshore. The results of operations
for this reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase (Decrease)
|
|
(In thousands, except
percentages and rig activity)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
43,526
|
|
|
$
|
38,067
|
|
|
$
|
5,459
|
|
|
|
14
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
10,454
|
|
|
$
|
7,011
|
|
|
$
|
3,443
|
|
|
|
49
|
%
|
Rig years
|
|
|
14.9
|
|
|
|
15.6
|
|
|
|
(0.7
|
)
|
|
|
(4
|
)%
|
The increase in operating results during the three months ended
March 31, 2006 primarily resulted from an increase in
dayrates for our
jack-up rigs
during the three months ended March 31, 2006 compared to
the prior year quarter.
31
Alaska. The results of operations for this
reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase (Decrease)
|
|
(In thousands, except
percentages and rig activity)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
26,806
|
|
|
$
|
24,768
|
|
|
$
|
2,038
|
|
|
|
8
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
4,242
|
|
|
$
|
5,972
|
|
|
$
|
(1,730
|
)
|
|
|
(29
|
)%
|
Rig years
|
|
|
7.2
|
|
|
|
6.7
|
|
|
|
0.5
|
|
|
|
7
|
%
|
The increase in operating revenues and Earnings from
unconsolidated affiliates during the three months ended
March 31, 2006 are primarily due to increases in average
dayrates and drilling activity levels as compared to prior year
quarter. The decrease in overall operating results during the
three months ended March 31, 2006 as compared to prior year
quarter relate to increased labor and R&M costs.
Canada. The results of operations for this
reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages and rig activity)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
226,557
|
|
|
$
|
166,327
|
|
|
$
|
60,230
|
|
|
|
36
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
83,102
|
|
|
$
|
45,768
|
|
|
$
|
37,334
|
|
|
|
82
|
%
|
Rig years
|
|
|
73.3
|
|
|
|
66.2
|
|
|
|
7.1
|
|
|
|
11
|
%
|
Rig hours
|
|
|
121,224
|
|
|
|
114,336
|
|
|
|
6,888
|
|
|
|
6
|
%
|
The increase in operating results during the three months ended
March 31, 2006 primarily resulted from an overall increase
in drilling and well-servicing activity and an increase in
average dayrates for drilling and well-servicing operations
compared to the prior year quarter. These increases were driven
by increased commodity prices, which resulted in improved demand
for our services in this market. Additionally, well-servicing
activity improved when compared to the prior year quarter as
operations for that quarter were impacted by warm weather in
March 2005, which led to an earlier end to the winter season.
International. The results of operations for
this reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages and rig activity)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
146,895
|
|
|
$
|
124,030
|
|
|
$
|
22,865
|
|
|
|
18
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
37,497
|
|
|
$
|
29,767
|
|
|
$
|
7,730
|
|
|
|
26
|
%
|
Rig years
|
|
|
86.3
|
|
|
|
75.2
|
|
|
|
11.1
|
|
|
|
15
|
%
|
The increase in operating results during the three months ended
March 31, 2006 primarily resulted from an increase in
operations in New Zealand, The Middle East (primarily India,
Saudi Arabia, the United Arab Emirates and Yemen), and South
America (primarily Argentina, Colombia, Ecuador and Venezuela),
resulting from improved demand for our services and improved
dayrates in these markets, partially offset by decreased
operations in Mexico and loss of operations in Indonesia during
the three months ended March 31, 2006 compared to the prior
year quarter.
32
Oil
and Gas
This operating segment represents our oil and gas exploration,
development and production operations. The results of operations
for this reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
29,837
|
|
|
$
|
15,299
|
|
|
$
|
14,538
|
|
|
|
95
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
13,436
|
|
|
$
|
874
|
|
|
$
|
12,562
|
|
|
|
N/M
|
(1)
|
|
|
|
(1) |
|
The percentage is so large that it is not meaningful. |
The increase in operating results during the three months ended
March 31, 2006 primarily resulted from the sale of certain
leasehold interests. Such sale resulted in additional Operating
revenue totaling $20.7 million during the three months
ended March 31, 2006 and were partially offset by lower
production during the three months ended March 31, 2006
resulting from the expected decline in production from our
investments with El Paso Corporation and from lower
production associated with our investments in other oil and gas
properties.
During the three months ended March 31, 2006, we also
recorded an impairment of oil and gas properties totaling
approximately $7.5 million that was recorded as depletion
expense. This impairment resulted from lower than expected
performance of certain asset groups as well as a significant
drop in natural gas prices during the three months ended
March 31, 2006.
Other
Operating Segments
These operations include our marine transportation and supply
services, drilling technology and top drive manufacturing,
directional drilling, rig instrumentation and software, and
construction and logistics operations. The results of operations
for these operating segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
Operating revenues and Earnings
from unconsolidated affiliates
|
|
$
|
151,703
|
|
|
$
|
75,991
|
|
|
$
|
75,712
|
|
|
|
100
|
%
|
Adjusted income derived from
operating activities
|
|
$
|
20,567
|
|
|
$
|
5,062
|
|
|
$
|
15,505
|
|
|
|
306
|
%
|
The increase in our operating results during the three months
ended March 31, 2006 primarily resulted from
(i) increased sales of top drives driven by the
strengthening of the oil and gas drilling market during the
three months ended March 31, 2006, (ii) increased
demand for directional drilling, rig instrumentation and data
collection services, primarily driven by a strong Canadian
market for directional drilling services as the number of
horizontal and directional wells drilled increased substantially
during the three months ended March 31, 2006,
(iii) increased margins for our marine transportation and
supply services driven by higher average dayrates during the
three months ended March 31, 2006, which was primarily
driven by an improvement in the offshore drilling market that
resulted in increased demand for our services, and
(iv) increased demand for construction and logistics
services.
33
Other
Financial Information
General
and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase (Decrease)
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
General and administrative expenses
|
|
$
|
88,797
|
|
|
$
|
58,641
|
|
|
$
|
30,156
|
|
|
|
51
|
%
|
General and administrative
expenses as a percentage of Operating revenues
|
|
|
7.6
|
%
|
|
|
7.5
|
%
|
|
|
(0.1
|
)%
|
|
|
(1
|
)%
|
General and administrative expenses increased during the three
months ended March 31, 2006 primarily as a result of
increases in wages and burden for a majority of our operating
segments compared to the prior year quarter, which primarily
resulted from an increase in the number of employees required to
support the increase in activity levels and from higher wages,
and increased corporate compensation expense, which primarily
resulted from higher bonus accruals and non-cash compensation
expenses recorded for stock options and restricted stock grants
during the three months ended March 31, 2006 compared to
the prior year quarter. For the three months ended
March 31, 2006, general and administrative expenses, as a
percentage of Operating revenues, remained comparable to the
prior year quarter.
Depreciation
and amortization, and depletion expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
Depreciation and amortization
expense
|
|
$
|
81,389
|
|
|
$
|
68,188
|
|
|
$
|
13,201
|
|
|
|
19
|
%
|
Depletion expense
|
|
$
|
13,017
|
|
|
$
|
12,353
|
|
|
$
|
664
|
|
|
|
5
|
%
|
Depreciation and amortization
expense. Depreciation and amortization expense
increased during the three months ended March 31, 2006
compared to the prior year quarter as a result of depreciation
on capital expenditures made during the last three quarters of
2005 and the first quarter of 2006 and increases in average rig
years for our U.S. Lower 48 Land Drilling, Canadian land
drilling and International operations during the three months
ended March 31, 2006 compared to the prior year quarter.
Depletion expense. Depletion expense increased
during the three months ended March 31, 2006 compared to
the prior year quarter due to an impairment of $7.5 million
which was substantially offset by lower oil and gas production
due to the payout of the El Paso Red River program in late
2005. The impairment resulted from lower than expected
performance of certain asset groups as well as a significant
drop in natural gas prices during the three months ended
March 31, 2006.
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Decrease
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
Interest expense
|
|
$
|
8,055
|
|
|
$
|
10,737
|
|
|
$
|
2,682
|
|
|
|
25
|
%
|
Interest expense decreased during the three months ended
March 31, 2006 compared to the prior year quarter as a
result of the redemption of 93% of our zero coupon convertible
senior debentures due 2021 on February 6, 2006. See further
discussion of this partial redemption in Note 5 to
accompanying consolidated financial statements.
34
Investment
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
Investment income
|
|
$
|
13,870
|
|
|
$
|
11,788
|
|
|
$
|
2,082
|
|
|
|
18
|
%
|
Investment income increased during the three months ended
March 31, 2006 compared to the prior year quarter primarily
as a result of higher earnings on our non-marketable securities
accounted for under the equity method of accounting, which was
partially offset by lower gains recognized on sales on
marketable debt and equity securities and earned interest
decreases on investments in marketable securities due to
significantly reduced balances, partially offset by
significantly higher rates during the three months ended
March 31, 2006.
Gains
(losses) on sales of long-lived assets, impairment charges and
other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
(Losses) on sales of long-lived
assets, impairment charges and other income (expense), net
|
|
$
|
(4,029
|
)
|
|
$
|
(3,871
|
)
|
|
$
|
158
|
|
|
|
4
|
%
|
The amounts of gains (losses) on sales of long-lived assets,
impairment charges and other income (expense), net for the three
months ended March 31, 2006 include losses on long-term
assets of approximately $3.2 million and minority interest
of approximately $1.4 million related to non-majority owned
subsidiaries required to be consolidated under Financial
Accounting Standards Board (FASB) Interpretation No. 46R
(FIN 46R). The amounts of gains (losses) on
sales and long-lived assets, impairment charges and other income
(expense), net for the three months ended March 31, 2005
include losses on long-term assets of approximately
$1.1 million and minority interest of approximately
$1.1 million related to non-majority owned subsidiaries
required to be consolidated under FIN 46R.
Income
tax rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Increase
|
|
(In thousands, except
percentages)
|
|
|
|
|
|
Effective income tax rate
|
|
|
31.0
|
%
|
|
|
24.7
|
%
|
|
|
6.3
|
%
|
|
|
26
|
%
|
Our effective income tax rate was 31.0% for the three months
ended March 31, 2006 compared to 24.7% during the prior
year quarter. The increase in our effective income tax rate
resulted from a higher proportion of our taxable income being
generated in the U.S. during the three months ended
March 31, 2006 compared to the prior year quarter. Income
generated in the U.S. is generally taxed at a higher rate
than in international jurisdictions in which we operate. In
October 2004 the U.S. Congress passed and the President
signed into law the American Jobs Creation Act of 2004. The Act
did not impact the corporate reorganization completed by Nabors
effective June 24, 2002, that made us a foreign entity. It
is possible that future changes to tax laws (including tax
treaties) could have an impact on our ability to realize the tax
savings recorded to date as well as future tax savings as a
result of our corporate reorganization, depending on any
responsive action taken by Nabors. We expect our effective tax
rate during 2006 to be in the 29%-31% range because we expect a
higher proportion of our income to be generated in the U.S.
Liquidity
and Capital Resources
Cash
Flows
Our cash flows depend, to a large degree, on the level of
spending by oil and gas companies for exploration, development
and production activities. Sustained increases or decreases in
the price of natural gas or oil could have a material impact on
these activities, and could also materially affect our cash
flows. Certain sources and uses of
35
cash, such as the level of discretionary capital expenditures,
purchases and sales of investments, issuances and repurchases of
debt and of our common shares are within our control and are
adjusted as necessary based on market conditions. The following
is a discussion of our cash flows for the three months ended
March 31, 2006 and 2005.
Operating Activities. Net cash provided by
operating activities totaled $396.0 million during the
three months ended March 31, 2006, compared to net cash
provided by operating activities of $163.2 million during
the prior year quarter. During the three months ended
March 31, 2006 and 2005, net income was increased for
non-cash items such as depreciation and amortization, and
depletion, and was reduced for changes in our working capital
(primarily accounts receivable) and other balance sheet accounts.
Investing Activities. Net cash provided by
investing activities totaled $305.1 million during the
three months ended March 31, 2006, compared to net cash
used for investing activities of $236.3 million during the
prior year quarter. During the three months ended March 31,
2006, cash was used for capital expenditures, which was offset
by sales, net of purchases, of investments totaling
$662.4 million. During the three months ended
March 31, 2005, cash was used for purchases, net of sales,
of investments and for capital expenditures.
Financing Activities. Net cash used for
financing activities totaled $972.2 million during the
three months ended March 31, 2006 compared to net cash
provided by financing activities of $152.0 million during
the prior year quarter. During the three months ended
March 31, 2006, cash was used for the redemption of 93% of
our zero coupon senior convertible debentures due 2021 for a
total redemption price of $769.8 million and for
repurchases of our common shares in the open market for
$222.4 million, and was provided by our receipt of proceeds
totaling $8.3 million from the exercise of options to
acquire our common shares by our employees. During the three
months ended March 31, 2005, cash was provided by our
receipt of proceeds totaling $136.9 million from the
exercise of options to acquire our common shares by our
employees.
Future
Cash Requirements
As of March 31, 2006, we had long-term debt, including
current maturities, of $1.3 billion and cash and cash
equivalents and investments of $725.3 million.
On February 6, 2006, we redeemed 93% of our zero coupon
senior convertible debentures due 2021 for a total redemption
price of $769.8 million. Because this portion of our zero
coupon convertible senior debentures were redeemed on
February 6, 2006, the outstanding principal amount of the
redeemed debentures of $767.9 million was included in
current liabilities in our balance sheet as of December 31,
2005. We treat the repurchase price, including accrued original
issue discount, on such debentures as a financing activity for
purposes of reporting cash flows in our consolidated statements
of cash flows.
Additionally, our $700 million zero coupon senior
exchangeable notes provide that upon an exchange of these notes,
we will be required to pay holders of the notes, in lieu of
common shares, cash up to the principal amount of the notes and,
at our option, consideration in the form of either cash or our
common shares for any amount above the principal amount of the
notes required to be paid pursuant to the terms of the note
indenture. The notes cannot be exchanged until the price for our
shares exceeds approximately $42 for at least 20 trading days
during the period of 30 consecutive trading days ending on the
last trading day of the previous calendar quarter, or in various
other circumstances as described in the note indenture. If these
notes are exchanged, we would be required to pay the principal
amount of the notes, or $700 million, in cash.
As of March 31, 2006, we had outstanding purchase
commitments of approximately $881.4 million, primarily for
rig-related enhancing, construction and sustaining capital
expenditures. Total capital expenditures over the next twelve
months, including these outstanding purchase commitments, are
currently expected to be at least $1.6 billion, including
currently planned rig-related enhancing, construction and
sustaining capital expenditures. This amount could change
significantly based on market conditions and new business
opportunities. The level of our outstanding purchase commitments
and our expected level of capital expenditures over the next
twelve months represent a number of capital programs that are
currently underway or planned. These programs will result in an
expansion in the number of drilling and well-servicing rigs that
we own and operate and will consist primarily of land drilling
and well-servicing rigs. The increase in capital expenditures is
expected across a majority of our
36
operating segments, most significantly within our
U.S. Lower 48 Land Drilling, U.S. Land Well-servicing,
Canadian, and International operations.
Our 2005 Annual Report on
Form 10-K
includes our contractual cash obligations table as of
December 31, 2005. As a result of the increase in our
outstanding purchase commitments discussed above, we are
presenting the following table in this Report which summarizes
our remaining contractual cash obligations related to purchase
commitments as of March 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Period
|
|
|
|
Total
|
|
|
< 1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
Thereafter
|
|
(In thousands)
|
|
|
|
|
|
Purchase commitments(1)
|
|
$
|
881,390
|
|
|
$
|
860,860
|
|
|
$
|
20,530
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
(1) |
|
Purchase commitments include agreements to purchase goods or
services that are enforceable and legally binding and that
specify all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable pricing
provisions; and the approximate timing of the transaction. |
We have historically completed a number of acquisitions and will
continue to evaluate opportunities to acquire assets or
businesses to enhance our operations. Several of our previous
acquisitions were funded through issuances of our common shares.
Future acquisitions may be paid for using existing cash or
issuance of debt or Nabors shares. Such capital
expenditures and acquisitions will depend on our view of market
conditions and other factors.
During 2002 our Board of Directors authorized the continuation
of a share repurchase program under which we may repurchase our
common shares in the open market. Under this program we are
authorized to purchase up to $400 million of our common
shares. During the first quarter of 2006, we repurchased and
retired 6.4 million of our common shares under this program
for $222.4 million.
See Note 8 to our accompanying consolidated financial
statements for discussion of commitments and contingencies that
could have a potential impact on our financial position, results
of operations or cash flows in future periods.
Financial
Condition and Sources of Liquidity
Our primary sources of liquidity are cash and cash equivalents,
marketable and non-marketable securities and cash generated from
operations. As of March 31, 2006, we had cash and cash
equivalents and investments of $725.3 million (including
$250.4 million of long-term investments) and working
capital of $1.1 billion. This compares to cash and cash
equivalents and investments of $1.6 billion (including
$222.8 million of long-term investments) and working
capital of $1.3 billion as of December 31, 2005.
Our funded debt to capital ratio was 0.25:1 as of March 31,
2006 and 0.35:1 as of December 31, 2005. Our net funded
debt to capital ratio was 0.12:1 as of March 31, 2006 and
0.09:1 as of December 31, 2005. The funded debt to capital
ratio is calculated by dividing funded debt by funded debt plus
capital. Funded debt is defined as the sum of
(1) short-term borrowings, (2) current portion of
long-term debt and (3) long-term debt. Capital is defined
as shareholders equity. The net funded debt to capital
ratio nets cash and cash equivalents and marketable and
non-marketable securities against funded debt. This ratio is
calculated by dividing net funded debt by net funded debt plus
capital. Both of these ratios are a method for calculating the
amount of leverage a company has in relation to its capital.
Non-marketable securities consist of investments in overseas
funds investing primarily in a variety of public and private
U.S. and
non-U.S. securities
(including asset-backed securities 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. Our interest
coverage ratio was 34.9:1 as of March 31, 2006, compared to
28.0:1 as of December 31, 2005. The interest coverage ratio
is computed by calculating the sum of income before income
taxes, interest expense, depreciation and amortization, and
depletion expense and then dividing by interest expense. This
ratio is a method for calculating the amount of cash flows
available to cover interest expense.
37
We have three letter of credit facilities with various banks as
of March 31, 2006. Availability and borrowings under our
credit facilities as of March 31, 2006 are as follows:
|
|
|
|
|
(In thousands)
|
|
|
Credit available
|
|
$
|
132,538
|
|
Letters of credit outstanding
|
|
|
78,990
|
|
|
|
|
|
|
Remaining availability
|
|
$
|
53,548
|
|
|
|
|
|
|
We have a shelf registration statement on file with the
Securities and Exchange Commission to allow us to offer, from
time to time, up to $700 million in debt securities,
guarantees of debt securities, preferred shares, depository
shares, common shares, share purchase contracts, share purchase
units and warrants. We currently have not issued any securities
registered under this registration statement.
Our current cash and cash equivalents, investments in marketable
and non-marketable securities and projected cash flows generated
from current operations are expected to more than adequately
finance our purchase commitments, our debt service requirements,
and all other expected cash requirements for the next twelve
months. However, as discussed under Future Cash
Requirements above, our $700 million zero coupon senior
exchangeable notes can be exchanged when the price for our
shares exceeds approximately $42 for the required period of
time, resulting in our payment of the principal amount of the
notes, or $700 million, in cash.
On April 28, 2006, the market price for our shares closed
at $37.33. If the market price threshold of $42 were exceeded
and the notes were exchanged, the required cash payment could
have a significant impact on our level of cash and cash
equivalents and investments available to meet our other cash
obligations. Nabors management believes that the holders
of these notes would not be likely to exchange the notes as it
would be more economically beneficial to them if they sold the
notes on the open market, however there can be no assurance that
the holders would not exchange the notes. Further, management
believes that we have the ability to access capital markets or
otherwise obtain financing in order to satisfy any payment
obligations that might arise upon exchange of these notes and
that any cash payment due of this magnitude, in addition to our
other cash obligations, will not ultimately have a material
adverse impact on our liquidity or financial position. Our
ability to access capital markets or to otherwise obtain
sufficient financing is enhanced by our senior unsecured debt
ratings as provided by Moodys Investor Service and
Standard & Poors, which are currently
A3 and A−, respectively, and our
historical ability to access those markets as needed.
See our discussion of the impact of changes in market conditions
on our derivative financial instruments discussed under
Item 3. Quantitative and Qualitative Disclosures About
Market Risk below.
Other
Matters
Recent
Accounting Pronouncements
The Company has several stock-based employee compensation plans,
which are more fully described in Note 9 in the
Companys 2005 Annual Report on
Form 10-K.
Prior to January 1, 2006, we accounted for awards granted
under those plans following the recognition and measurement
principles of Accounting Principles Bulletin (APB) Opinion
No. 25, Accounting for Stock Issued to
Employees, (APB 25) and related interpretations.
Under APB 25, no compensation expense was reflected in net
income for the Companys stock options, as all options
granted under those plans had an exercise price equal to the
market value of the underlying common shares on the date of
grant. The pro forma effects on income for stock options were
instead disclosed in a footnote to the financial statements.
Compensation expense was recorded in the income statement for
restricted stock grants over the vesting period of the award.
Effective January 1, 2006, we adopted the fair value
recognition provisions of FASB Statement of Financial Accounting
Standard No. 123(R), Share-Based Payments,
(SFAS 123-R),
using the modified prospective application method. Under this
transition method, the Company is now required to record
compensation expense for all stock option awards granted after
the date of adoption and for the unvested portion of previously
granted stock option awards that remain outstanding at the date
of adoption. This amount of compensation cost recognized
38
was based on the grant-date fair value estimated in accordance
with the original provisions of SFAS No. 123. Results
for prior periods have not been restated.
As a result of adopting
SFAS 123-R
on January 1, 2006, Nabors income before income taxes
and net income for the three months ended March 31, 2006
were $5.5 million, and $4.3 million lower,
respectively, than if the Company had continued to account for
share-based compensation under APB 25. Basic and diluted
earnings per share for the three months ended March 31,
2006 would have been $.83 and $.80, respectively, if the Company
had not adopted
SFAS 123-R,
compared to reported basic and diluted earnings per share of
$.82 and $.79, respectively. See the disclosures required upon
adoption of
SFAS 123-R
in Note 3 to our accompanying consolidated financial
statements.
Critical
Accounting Estimates
We disclosed our critical accounting estimates in our 2005
Annual Report on
Form 10-K.
No significant changes have occurred to those policies.
Self-Insurance
Accruals
Effective April 1, 2006, with our insurance renewal,
certain changes have been made to our insurance coverage
resulting in additional loss exposure. Such changes
effective April 1, 2006 are as follows:
Domestic workers compensation program continues to be
subject to a $1.0 million per occurrence deductible.
Employers liability and Jones Act cases are subject to a
$2.0 million deductible. Automobile liability continues at
a $.5 million deductible. We are assuming an additional
$3.0 million corridor deductible for domestic workers
compensation claims. General liability claims continue to be
subject to a $5.0 million deductible. However, as a result
of insurance market conditions following hurricanes Katrina and
Rita, we are now subject to higher deductibles for removal of
wreck and debris and collision liability claims depending on the
insured value of the individual rigs.
In addition, we are subject to a $1.0 million deductible
for all land rigs except for those located in Alaska, and a
$5.0 million deductible for all Alaska and offshore rigs.
This applies to all kinds of risks of physical damage except for
named windstorms in the U.S. Gulf of Mexico. The deductible
for named windstorms in the U.S. Gulf of Mexico is
$25.0 million. Also, the maximum coverage for named
windstorms in the U.S. Gulf of Mexico is $50.0 million
in this policy year.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
We may be exposed to market risk through changes in interest
rates and foreign currency risk due to our operations in
international markets as discussed in our 2005 Annual Report on
Form 10-K.
Material changes in our exposure to market risk from that
disclosed in our 2005 Annual Report on
Form 10-K
are discussed below.
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 under
SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by
SFAS 149. Additionally, on October 21, 2002, 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 under SFAS 133, as amended by SFAS 149, and
any change in the cumulative fair value of this transaction is
reflected as a gain or loss in our consolidated statements of
income. 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.
The fair value of our range cap and floor transaction recorded
as a derivative asset and included in other long-term assets
totaled approximately $2.4 million and $1.5 million as
of March 31, 2006 and December 31, 2005, respectively.
We recorded
mark-to-market
gains, included in losses (gains) on sales of long-lived assets,
impairment
39
charges and other expense (income), net of approximately
$1.0 million and $.9 million during the three months
ended March 31, 2006 and March 31, 2005, respectively,
resulting from the change in cumulative fair value of this
derivative instrument during those periods.
|
|
Item 4.
|
Controls
and Procedures
|
(a) Disclosure Controls and Procedures. We maintain a set
of disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be
disclosed in our reports filed under the Exchange Act is
recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange
Commissions rules and forms. We have investments in
certain unconsolidated entities that we do not control or
manage. As we do not control or manage these entities, our
disclosure controls and procedures with respect to such entities
are necessarily more limited than those we maintain with respect
to our consolidated subsidiaries.
The Companys management, with the participation of the
Companys Chairman and Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the
Companys disclosure controls and procedures (as such term
is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, the Companys
Chairman and Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, the
Companys disclosure controls and procedures are effective,
at the reasonable assurance level, in recording, processing,
summarizing and reporting, on a timely basis, information
required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act and are effective, at
the reasonable assurance level, in ensuring that information
required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and
communicated to the Companys management, including the
Companys Chairman and Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting.
There have not been any changes in the Companys internal
control over financial reporting (as such term is defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act) during the most recently completed
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Companys internal control
over financial reporting.
PART II
OTHER INFORMATION
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Item 1.
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Legal
Proceedings
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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.
One such lawsuit involves wage and hour claims relating
primarily to meal periods and travel time of current and former
rig-based employees in our California well-servicing business.
Those claims were heard by an arbitrator during the fourth
quarter of 2005. On February 6, 2006, we received an
interim judgment against us in the amount of $25.6 million
(plus an undetermined amount of attorneys fees and costs),
which has been accrued for in our consolidated statements of
income for the year ended December 31, 2005.
Additionally, on December 22, 2005, we received a grand
jury subpoena from the United States Attorneys Office in
Anchorage, Alaska, seeking documents and information relating to
an alleged spill, discharge, overflow or
40
cleanup of drilling mud or sludge involving one of our rigs
during March 2003. We are cooperating with the authorities in
this matter.
There have been no material changes during the quarter ended
March 31, 2006 in our Risk Factors as discussed
in our
Form 10-K
for the fiscal year ended December 31, 2005.
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Item 2.
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Unregistered
Sales of Equity Securities and Use of Proceeds and Issuer
Repurchases of Equity Securities
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The following table provides information relating to
Nabors repurchase of common shares during the first
quarter of 2006 (in thousands, except average price paid per
share):
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Total Number of
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Approximate
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Shares
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Dollar Value of
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Purchased as
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Shares that May
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Total Number
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Average
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Part of Publicly
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Yet be Purchased
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of Shares
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Price Paid
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Announced
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Under the
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Period
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Purchased
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per Share
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Program
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Program(1)
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February 1,
2006 February 28, 2006
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2,400
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$
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37.41
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2,400
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$
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208,257
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March 1,
2006 March 31, 2006
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4,000
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$
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33.14
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4,000
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$
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75,707
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(1) |
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During 2002 our Board of Directors authorized the continuation
of a share repurchase program under which we may repurchase our
common shares in the open market. Under this program we are
authorized to purchase up to $400 million of our common
shares. This repurchase program does not have an expiration date. |
No shares were purchased during the period of January 1,
2006 January 31, 2006.
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Item 4.
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Submission
of Matters to a Vote of Security Holders
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At the Special Meeting of Shareholders of Nabors Industries Ltd.
held on March 30, 2006, 268,118,396 shares were
present in person or by proxy, constituting 85.5% of the
outstanding shares of Nabors entitled to vote, which includes
both common shares and the preferred share voting on behalf of
holders of common shares of Nabors Exchangeco (Canada) Inc.
The matters voted upon at the Special Meeting were:
Amendment of our Amended and Restated
Bye-Laws: The shareholders approved an amendment
to our Amended and Restated Bye-Laws to increase the authorized
share capital of Nabors by the creation of additional common
shares:
Approval of amendment of our Amended and Restated Bye-Laws
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Votes cast in favor:
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246,620,242
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Votes cast against:
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19,862,360
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Votes abstaining:
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1,635,794
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41
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15
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Awareness Letter of Independent
Accountants.
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31
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.1
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Certification of Chairman and
Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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31
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.2
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Certification of Vice President
and Chief Financial Officer pursuant to
Rule 13a-14(a)
of the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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.1
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Certification of Chairman and
Chief Executive Officer, and Vice President and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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42
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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NABORS INDUSTRIES LTD.
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Date: May 10, 2006
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/s/ Eugene M.
Isenberg
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Eugene M. Isenberg
Chairman and Chief Executive Officer
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Date: May 10, 2006
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/s/ Bruce P. Koch
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Bruce P. Koch
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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43
EXHIBIT INDEX
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15
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Awareness Letter of Independent
Accountants
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31
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.1
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Certification of Chairman and
Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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31
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.2
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Certification of Vice President
and Chief Financial Officer pursuant to
Rule 13a-14(a)
of the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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.1
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Certification of Chairman and
Chief Executive Officer, and Vice President and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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