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Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2014
Summary of Significant Accounting Policies  
Principles of Consolidation

 

Principles of Consolidation

 

       Our consolidated financial statements include the accounts of Nabors, as well as all majority owned and non-majority owned subsidiaries required to be consolidated under GAAP. All significant intercompany accounts and transactions are eliminated in consolidation.

 

       Investments in operating entities where we have the ability to exert significant influence, but where we do not control operating and financial policies, are accounted for using the equity method. Our share of the net income (loss) of these entities is recorded as earnings (losses) from unconsolidated affiliates in our consolidated statements of income (loss). The investments in these entities are included in investment in unconsolidated affiliates in our consolidated balance sheets.

 

Cash and Cash Equivalents

 

Cash and Cash Equivalents

 

       Cash and cash equivalents include demand deposits and various other short-term investments with original maturities of three months or less.

Investments

 

Investments

 

Short-term investments

 

       Short-term investments consist of equity securities, corporate debt securities, mortgage-backed debt securities and asset-backed debt securities. Securities classified as available-for-sale are stated at fair value. Unrealized holding gains and temporary losses for available-for-sale securities are excluded from earnings and, until realized, are presented in the statement of other comprehensive income (loss). Unrealized holding losses are included in earnings during the period for which the loss is determined to be other-than-temporary.

 

       In computing realized gains and losses on the sale of equity securities, the specific-identification method is used. In accordance with this method, the cost of the equity securities sold is determined using the specific cost of the security when originally purchased.

 

Long-term investments and other receivables

 

       We have investments in overseas funds that invest primarily in a variety of public and private U.S. and non-U.S. securities (including asset-backed and mortgage-backed securities, global structured-asset securitizations, whole-loan mortgages, and participations in whole loans and whole-loan mortgages). These investments are non-marketable and do not have published fair values. The fair value of these investments approximates their carrying value and totaled $2.8 million and $3.2 million as of December 31, 2014 and 2013, respectively.

Inventory

 

Inventory

 

       Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out or weighted-average costs methods and includes the cost of materials, labor and manufacturing overhead. Inventory included the following:

 

                                                                                                                                                                                   

 

 

December 31,

 

 

 

2014

 

2013

 

 

 

(In thousands)

 

Raw materials

 

$

133,797 

 

$

128,606 

 

Work-in-progress

 

 

39,617 

 

 

26,762 

 

Finished goods

 

 

56,653 

 

 

54,425 

 

​  

​  

​  

​  

 

 

$

230,067 

 

$

209,793 

 

​  

​  

​  

​  

 

 

Property, Plant and Equipment

 

Property, Plant and Equipment

 

       Property, plant and equipment, including renewals and betterments, are stated at cost, while maintenance and repairs are expensed currently. Interest costs applicable to the construction of qualifying assets are capitalized as a component of the cost of such assets. We provide for the depreciation of our drilling and workover rigs using the units-of-production method. For each day a rig is operating, we depreciate it over an approximate 4,927-day period, with the exception of our jackup rigs which are depreciated over an 8,030-day period, after provision for salvage value. For each day a rig asset is not operating, it is depreciated over an assumed depreciable life of 20 years, with the exception of our jackup rigs, where a 30-year depreciable life is used, after provision for salvage value.

 

       Depreciation on our buildings, well-servicing rigs, oilfield hauling and mobile equipment, marine transportation and supply vessels, and other machinery and equipment is computed using the straight-line method over the estimated useful life of the asset after provision for salvage value (buildings—10 to 30 years; well-servicing rigs—3 to 15 years; marine transportation and supply vessels—10 to 25 years; oilfield hauling and mobile equipment and other machinery and equipment—3 to 10 years). Amortization of capitalized leases is included in depreciation and amortization expense. Upon retirement or other disposal of fixed assets, the cost and related accumulated depreciation are removed from the respective property, plant and equipment accounts and any gains or losses are included in our income statement.

 

       We review our assets for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recorded in the period in which it is determined that the sum of estimated future cash flows, on an undiscounted basis, is less than the carrying amount of the long-lived asset. Impairment charges are recorded using discounted cash flows which requires the estimation of dayrates and utilization, and such estimates can change based on market conditions, technological advances in the industry or changes in regulations governing the industry.

 

       For an asset classified as held for sale, we consider the asset impaired when its carrying amount exceeds fair value less its cost to sell. Fair value is determined in the same manner as an impaired long-lived asset that is held and used.

 

       Significant and unanticipated changes to the assumptions could result in future impairments. A significantly prolonged period of lower oil and natural gas prices could continue to adversely affect the demand for and prices of our services, which could result in future impairment charges. As the determination of whether impairment charges should be recorded on our long-lived assets is subject to significant management judgment, and an impairment of these assets could result in a material charge on our consolidated statements of income (loss), management believes that accounting estimates related to impairment of long-lived assets are critical.

 

Goodwill

 

Goodwill

 

       We initially assess goodwill for impairment based on qualitative factors to determine whether to perform the two-step annual goodwill impairment test, a Level 3 fair value measurement. After qualitative assessment, step one of the impairment test compares the estimated fair value of the reporting unit to its carrying amount. If the carrying amount exceeds the fair value, a second step is required to measure the goodwill impairment loss. The second step compares the implied fair value of the reporting unit's goodwill to its carrying amount. If the carrying amount exceeds the implied fair value, an impairment loss is recognized in an amount equal to the excess.

 

       The fair values calculated in these impairment tests were determined using discounted cash flow models involving assumptions based on our utilization of rigs or other oil and gas service equipment, revenues and earnings from affiliates, as well as direct costs, general and administrative costs, depreciation, applicable income taxes, capital expenditures and working capital requirements. Our discounted cash flow projections for each reporting unit were based on financial forecasts. The future cash flows were discounted to present value using discount rates determined to be appropriate for each reporting unit. Terminal values for each reporting unit were calculated using a Gordon Growth methodology with a long-term growth rate of 3%.

 

       Our estimated fair values of our reporting units incorporate judgment and the use of estimates by management. Potential factors requiring assessment include a further or sustained decline in our stock price, declines in oil and natural gas prices, a variance in results of operations from forecasts, and additional transactions in the oil and gas industry. Another factor in determining whether impairment has occurred is the relationship between our market capitalization and our book value. As part of our annual review, we compared the sum of our reporting units' estimated fair value, which included the estimated fair value of non-operating assets and liabilities, less debt, to our market capitalization and assessed the reasonableness of our estimated fair value. Any of the above-mentioned factors may cause us to re-evaluate goodwill during any quarter throughout the year.

 

       The change in the carrying amount of goodwill for our business lines for the years ended December 31, 2013 and 2014 was as follows:

 

                                                                                                                                                                                   

 

 

Balance at
December 31,
2012

 

Acquisitions
and
Purchase
Price
Adjustments

 

Disposals
and
Impairments

 

Cumulative
Translation
Adjustment

 

Balance at
December 31,
2013

 

 

 

(In thousands)

 

Drilling & Rig Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. 

 

$

50,149

 

$

 

$

 

$

 

$

50,149

 

Rig Services

 

 

32,113

 

 

15,828

(1)

 

(9,631)

(2)

 

(1,049

)

 

37,261

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Subtotal Drilling & Rig Services

 

 

82,262

 

 

15,828

 

 

(9,631

)

 

(1,049

)

 

87,410

 

Completion & Production Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Completion

 

 

334,992

 

 

 

 

 

 

 

 

334,992

 

Production

 

 

55,072

 

 

35,490

(3)

 

 

 

 

 

90,562

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Subtotal Completion & Production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

390,064

 

 

35,490

 

 

 

 

 

 

425,554

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

472,326

 

$

51,318

 

$

(9,631

)

$

(1,049

)

$

512,964

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

                                                                                                                                                                                   

 

 

Balance at
December 31,
2013

 

Acquisitions
and
Purchase
Price
Adjustments

 

Disposals
and
Impairments

 

Cumulative
Translation
Adjustment

 

Balance at
December 31,
2014

 

 

 

(In thousands)

 

Drilling & Rig Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. 

 

$

50,149

 

$

 

$

 

$

 

$

50,149

 

Rig Services

 

 

37,261

 

 

17,268

(4)

 

(21,613)

(5)

 

(1,249

)

 

31,667

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Subtotal Drilling & Rig Services

 

 

87,410

 

 

17,268

 

 

(21,613

)

 

(1,249

)

 

81,816

 

Completion & Production Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Completion

 

 

334,992

 

 

 

 

(334,992)

(5)

 

 

 

 

Production

 

 

90,562

 

 

1,550

 

 

 

 

 

 

92,112

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Subtotal Completion & Production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

425,554

 

 

1,550

 

 

(334,992

)

 

 

 

92,112

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

512,964

 

$

18,818

 

$

(356,605

)

$

(1,249

)

$

173,928

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Represents the goodwill recorded in connection with our acquisition of NES. See Note 6—Acquisitions for additional discussion.

(2)

Represents the removal of goodwill in connection with our sale of Peak and the logistic assets from one of our Canada subsidiaries.

(3)

Represents the goodwill recorded in connection with our acquisition of KVS. See Note 6—Acquisitions for additional discussion.

(4)

Represents the goodwill recorded in connection with our acquisition of 2TD. See Note 6—Acquisitions for additional discussion.

(5)

Represents the goodwill impairment associated with our acquisitions of NES and Superior in prior years. These impairment charges were deemed necessary due to the continued deterioration of oil prices. See Note 4—Impairments and Other Charges.

        Goodwill for the consolidated company, totaling approximately $75.6 million, is expected to be deductible for tax purposes.

Litigation and Insurance Reserves

 

Litigation and Insurance Reserves

 

       We estimate our reserves related to litigation and insurance based on the facts and circumstances specific to the litigation and insurance claims and our past experience with similar claims. We maintain actuarially determined accruals in our consolidated balance sheets to cover self-insurance retentions. See Note 19—Commitments and Contingencies regarding self-insurance accruals. We estimate the range of our liability related to pending litigation when we believe the amount and range of loss can reasonably 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. For matters where an unfavorable outcome is reasonably possible and significant, we disclose the nature of the matter and a range of potential exposure, unless an estimate cannot be made at the time of disclosure.

 

Revenue Recognition

 

Revenue Recognition

 

       We recognize revenues and costs on daywork contracts daily as the work progresses. For certain contracts, we receive lump-sum payments for the mobilization of rigs and other drilling equipment. We defer revenue related to mobilization periods and recognize the revenue over the term of the related drilling contract. Costs incurred related to a mobilization period for which a contract is secured are deferred and recognized over the term of the related drilling contract. Costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred. We defer recognition of revenue on amounts received from customers for prepayment of services until those services are provided.

 

       We recognize revenue for top drives and instrumentation systems we manufacture when the earnings process is complete. This generally occurs when products have been shipped, title and risk of loss have been transferred, collectability is probable, and pricing is fixed and determinable.

 

       In connection with the performance of our cementing services, we recognize product and service revenue when the products are delivered or services are provided to the customer and collectability is reasonably assured. Product sale prices are determined by published price lists provided to our customers.

 

       We recognize, as operating revenue, proceeds from business interruption insurance claims in the period that the applicable proof of loss documentation is received. Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized in losses (gains) on sales and disposals of long-lived assets and other expense (income), net in the period that the applicable proof of loss documentation is received. Proceeds from casualty insurance settlements that are expected to be less than the carrying value of damaged assets are recognized at the time the loss is incurred and recorded in losses (gains) on sales and disposals of long-lived assets and other expense (income), net.

 

       We recognize reimbursements received for out-of-pocket expenses incurred as revenues and account for out-of-pocket expenses as direct costs.

Income Taxes

 

Income Taxes

 

       We are a Bermuda exempted company and are not subject to income taxes in Bermuda. Income taxes have been provided based on the tax laws and rates in effect in the countries where we operate and earn income. The income taxes in these jurisdictions vary substantially. Our worldwide effective tax rate for financial statement purposes will continue to fluctuate from year to year due to the change in the geographic mix of pre-tax earnings.

 

       We recognize increases to our tax reserves for uncertain tax positions along with interest and penalties as an increase to other long-term liabilities.

 

       For U.S. and other jurisdictional income tax purposes, we have net operating loss carryforwards that we are required to assess quarterly for potential valuation allowances. We consider the sufficiency of existing temporary differences and expected future earnings levels in determining the amount, if any, of valuation allowance required against such carryforwards and against deferred tax assets.

 

       We realize an income tax benefit associated with certain awards issued under our stock plans. We recognize the benefits related to tax deductions up to the amount of the compensation expense recorded for the award in the consolidated statements of income (loss). Any excess tax benefit (i.e., tax deduction in excess of compensation expense) is reflected as an increase in capital in excess of par. Any shortfall is recorded as a reduction to capital in excess of par to the extent of our aggregate accumulated pool of windfall benefits, beyond which the shortfall would be recognized in the consolidated statements of income (loss).

Foreign Currency Translation

 

Foreign Currency Translation

 

       For certain of our foreign subsidiaries, such as those in Canada, the local currency is the functional currency, and therefore translation gains or losses associated with foreign-denominated monetary accounts are accumulated in a separate section of the consolidated statements of changes in equity. For our other international subsidiaries, the U.S. dollar is the functional currency, and therefore local currency transaction gains and losses, arising from remeasurement of payables and receivables denominated in local currency, are included in our consolidated statements of income (loss).

Use of Estimates

 

Use of Estimates

 

       The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include:

depreciation of property, plant and equipment;

impairment of long-lived assets;

impairment of goodwill and intangible assets;

income taxes;

litigation and self-insurance reserves; and

fair value of assets acquired and liabilities assumed.

 

 

Recent Accounting Pronouncements

 

Recent Accounting Pronouncements

 

       In April 2014, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") relating to the reporting of discontinued operations and the disclosures related to disposals of components of an entity. The core principles address the question around whether the disposal represents a strategic shift, if the operations and cash flows can be clearly distinguished and continuing involvement will no longer preclude a disposal from being presented as discontinued operations. These changes are effective for interim and annual periods that begin after December 15, 2014. Early application is permitted. We are currently evaluating the impact this will have on our consolidated financial statements.

 

       In May 2014, the FASB issued an ASU relating to the revenue recognition from contracts with customers that creates a common revenue standard for GAAP and IFRS. The core principle will require recognition of revenue to represent the transfer of promised goods or services to customers in an amount that reflects the consideration, including costs incurred, to which the entity expects to be entitled in exchange for those goods or services. These changes are effective for interim and annual periods that begin after December 15, 2016. Early application is not permitted. We are currently evaluating the impact this will have on our consolidated financial statements.

 

       In June 2014, the FASB issued an ASU relating to the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The core principle will require the reporting entity to apply existing guidance in Topic 718-Compensation-Stock Compensation relating to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. These changes are effective for interim and annual periods that begin after December 15, 2015. Early application is permitted. We are currently evaluating the impact this will have on our consolidated financial statements.

 

       In February 2015, the FASB issued an ASU relating to consolidation, which eliminates the presumption that a general partner should consolidate a limited partnership. It also modifies the evaluation of whether limited partnerships are variable interest entities or voting interest entities and adds requirements that limited partnerships must meet to qualify as voting interest entities. This guidance is effective for public companies for fiscal years beginning after December 15, 2015. We are currently evaluating the impact this will have on our consolidated financial statements.