Note 5 Acquisitions

2015 Acquisitions

On May 24, 2015, we paid $106.0 million in cash to acquire the remaining 49% equity interest in Nabors Arabia, our joint venture in Saudi Arabia, making it a wholly owned subsidiary. Previously, we held a 51% equity interest with a carrying value of $44.7 million and we had accounted for the joint venture as an equity method investment. The acquisition of the remaining interest allows us to strategically align our future growth in this market by providing additional flexibility to invest capital and pursue future investment opportunities. As a result, we consolidated the assets and liabilities of Nabors Arabia on May 24, 2015 based on their respective fair values. We have also consolidated the operating results of Nabors Arabia since the acquisition date and reported those results in our International drilling segment. The excess of the estimated fair value of the assets and liabilities over the net carrying value of our previously held equity interest resulted in a gain of $2.3 million and was reflected in other, net in the consolidated statement of income (loss) for the year ended December 31, 2015.

The following table provides the allocation of the purchase price as of the acquisition date. The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of the purchase price over such fair values was recorded as goodwill.


	Fair Value
(In thousands)	at Acquisition
Assets:
Cash	$	48,058
Accounts receivable		153,819
Other current assets		58,021
Property, plant and equipment, net		89,643
Intangible assets		28,784
Goodwill		75,634
Other long-term assets		7,709
Total assets		461,668
Liabilities:
Accounts payable	$	206,599
Accrued liabilities		74,393
Intangible liability		13,472
Deferred tax liability		4,823
Other long-term liabilities		9,400
Total liabilities		308,687
Net assets acquired	$	152,981

The goodwill recognized as a result of the acquisition of $75.6 million is primarily attributable to the workforce of the acquired business, strategic market access, ability to provide other services and products, a strategic customer with a long history of business and the expected synergies from combining the operations. This goodwill is not expected to be deductible for tax purposes. The identifiable intangible asset of $28.8 million and liability of $13.5 million consist of the fair value of the acquired favorable and unfavorable contracts, respectively, with a weighted-average amortization period of 2 years.

We included an additional $248.9 million in operating revenues and $6.0 million in earnings from the acquisition date through December 31, 2015 in our consolidated statements of income (loss) as a result of this acquisition.

The following unaudited supplemental pro forma results present consolidated information as if the acquisition had been completed as of January 1, 2014. The unaudited supplemental pro forma results should not be considered indicative of the results that would have occurred if the acquisition had been consummated as of January 1, 2014; nor are they indicative of future results.


	Year Ended
	December 31,
(In thousands, except per share amounts)	2015		2014
Operating revenues	$	4,035,004	$	6,953,218
Income (loss) from continuing operations, net of tax		(316,633)		(668,127)
Income (loss) from continuing operations per share - basic	$	(1.09)	$	(2.27)
Income (loss) from continuing operations per share - diluted	$	(1.09)	$	(2.27)

2014 Acquisitions

In October 2014, we purchased the outstanding shares of 2TD, a drilling technology company based out of Norway. 2TD is in the process of developing a rotary steerable system for directional drilling which, once developed will be included in our Rig Services segment. Under the terms of the transaction, we paid an initial amount of $40.3 million for the purchase of the shares. We may also be required to make future payments contingent on the achievement of various milestone objectives. As of December 31, 2016, these future payments are estimated to be $13.9 million. As part of our purchase price allocation, we recorded intangible assets of $47.7 million (in process research and development), goodwill of $28.1 million and contingent consideration of $24.7 million. The proforma effect on revenue and net income have been determined to be immaterial to our financial statements.