Business Combinations and Divestitures	9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]
Business Combinations and Divestitures	Business Combinations and Divestitures Acquisitions On March 26, 2018, we acquired the remaining 50% equity interest in our Qatari joint venture that we previously accounted for as an equity method investment and consolidated the entity. The joint venture was established in 2008 to provide energy related services required for the drilling and completion of oil and gas wells at onshore and offshore locations within the State of Qatar. The total consideration to purchase the remaining equity interest was $87 million, which is comprised of a cash consideration of $72 million and an estimated contingent consideration of $15 million related to services the Qatari entity will render under new contracts. Of the $72 million in cash consideration, $48 million was paid in accordance with closing terms through the joint venture, with the remaining payment of $24 million to be paid two years from closing. As a result of this step acquisition transaction with a change in control, we remeasured our previously held equity investment to fair value and recognized a $12 million gain. The Level 3 fair value of the acquisition was determined using an income approach. The unobservable inputs to the income approach included the Qatari entity’s estimated future cash flows and estimates of discount rates commensurate with the entity’s risks. Upon consolidation, we recognized intangible assets of $22 million, PP&E of $25 million, goodwill of $27 million, other current assets of $16 million and other liabilities of $43 million as a result of the purchase accounting assessment and is remeasured in the allowable period as needed. For the third quarter and nine months ended September 30, 2018, the Qatari entity’s revenues and net income subsequent to acquisition were immaterial. Divestitures In March 2018, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $25 million and recognized a gain of $2 million. The carrying amounts of the major classes of assets sold are PP&E of $14 million, allocated goodwill of $8 million and inventory of $1 million. In the third quarter of 2018, we completed the sale of an equity investment in a joint venture for $12.5 million and recognized a gain of $3 million. We did not complete the sale of any other businesses in the nine months ended September 30, 2018. Held for Sale Assets qualifying as held for sale total $618 million at September 30, 2018 and consist of PP&E and other net assets of $484 million, allocated goodwill of $60 million, and inventory of $74 million. See Note 8 – Asset Impairments and Write-Downs for details related to the impairments to our land drilling rigs assets for the three and nine months ended September 30, 2018. Liabilities in held for sale total $49 million at September 30, 2018. During the fourth quarter of 2017, we committed to a plan to divest our land drilling rigs assets. On July 11, 2018, we entered into purchase and sale agreements with ADES International Holding Ltd. (“ADES”) to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as two idle land rigs in Iraq, for an aggregate purchase price of $287.5 million, subject to potential adjustments based on working capital, net cash, loss or destruction of rigs and drilling contract backlog. ADES has advanced $43 million of the purchase price in the form of a deposit, which is held in escrow and will be released at closing for credit towards the purchase price. The transaction includes 31 land drilling rigs and related drilling contracts, as well as employees and contract personnel. We expect to close these transactions in a series of closings, most of which will be substantially complete in the fourth quarter of 2018. As a result of entering into certain purchase and sale agreements as asset sales, we recognized asset write-down charges in the third quarter of $50 million for deferred mobilization costs and other rigs related assets as such costs were no longer recoverable, as well as the$18 million impairment charge described below. We have continued to pursue options to sell our remaining rig assets. During the third quarter of 2018, we corrected an immaterial error relating to our estimates of recoverability of certain assets associated with the original and ongoing valuation of the assets and liabilities classified as held for sale associated with our planned disposition of our land drilling rig operations. We recorded an $18 million charge to “Long-Lived Asset Impairments, Asset Write-Downs and Other” in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018. The charge would have affected “Long-Lived Asset Impairments, Asset Write-Downs and Other” expense, operating loss, and loss before income taxes for the year ended December 31, 2017 by $18 million. The charge would not have affected our compliance with financial covenants under our revolving and term loan credit facilities if it had been recorded in the prior periods or in the period ended September 30, 2018, and did not have an impact to cash flow from operating activities or any other cash flow measures for those periods. On October 18, 2018, we entered into a sale and purchase agreement to sell our laboratory services business to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $205 million in cash, subject to customary post-closing working capital adjustments.

Business Combinations and Divestitures

Acquisitions

On March 26, 2018, we acquired the remaining 50% equity interest in our Qatari joint venture that we previously accounted for as an equity method investment and consolidated the entity. The joint venture was established in 2008 to provide energy related services required for the drilling and completion of oil and gas wells at onshore and offshore locations within the State of Qatar. The total consideration to purchase the remaining equity interest was $87 million, which is comprised of a cash consideration of $72 million and an estimated contingent consideration of $15 million related to services the Qatari entity will render under new contracts. Of the $72 million in cash consideration, $48 million was paid in accordance with closing terms through the joint venture, with the remaining payment of $24 million to be paid two years from closing. As a result of this step acquisition transaction with a change in control, we remeasured our previously held equity investment to fair value and recognized a $12 million gain. The Level 3 fair value of the acquisition was determined using an income approach. The unobservable inputs to the income approach included the Qatari entity’s estimated future cash flows and estimates of discount rates commensurate with the entity’s risks. Upon consolidation, we recognized intangible assets of $22 million, PP&E of $25 million, goodwill of $27 million, other current assets of $16 million and other liabilities of $43 million as a result of the purchase accounting assessment and is remeasured in the allowable period as needed. For the third quarter and nine months ended September 30, 2018, the Qatari entity’s revenues and net income subsequent to acquisition were immaterial.

Divestitures

In March 2018, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $25 million and recognized a gain of $2 million. The carrying amounts of the major classes of assets sold are PP&E of $14 million, allocated goodwill of $8 million and inventory of $1 million. In the third quarter of 2018, we completed the sale of an equity investment in a joint venture for $12.5 million and recognized a gain of $3 million. We did not complete the sale of any other businesses in the nine months ended September 30, 2018.

Held for Sale

Assets qualifying as held for sale total $618 million at September 30, 2018 and consist of PP&E and other net assets of $484 million, allocated goodwill of $60 million, and inventory of $74 million. See Note 8 – Asset Impairments and Write-Downs for details related to the impairments to our land drilling rigs assets for the three and nine months ended September 30, 2018. Liabilities in held for sale total $49 million at September 30, 2018.

During the fourth quarter of 2017, we committed to a plan to divest our land drilling rigs assets. On July 11, 2018, we entered into purchase and sale agreements with ADES International Holding Ltd. (“ADES”) to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as two idle land rigs in Iraq, for an aggregate purchase price of $287.5 million, subject to potential adjustments based on working capital, net cash, loss or destruction of rigs and drilling contract backlog. ADES has advanced $43 million of the purchase price in the form of a deposit, which is held in escrow and will be released at closing for credit towards the purchase price. The transaction includes 31 land drilling rigs and related drilling contracts, as well as employees and contract personnel. We expect to close these transactions in a series of closings, most of which will be substantially complete in the fourth quarter of 2018. As a result of entering into certain purchase and sale agreements as asset sales, we recognized asset write-down charges in the third quarter of $50 million for deferred mobilization costs and other rigs related assets as such costs were no longer recoverable, as well as the$18 million impairment charge described below. We have continued to pursue options to sell our remaining rig assets.

During the third quarter of 2018, we corrected an immaterial error relating to our estimates of recoverability of certain assets associated with the original and ongoing valuation of the assets and liabilities classified as held for sale associated with our planned disposition of our land drilling rig operations. We recorded an $18 million charge to “Long-Lived Asset Impairments, Asset Write-Downs and Other” in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018. The charge would have affected “Long-Lived Asset Impairments, Asset Write-Downs and Other” expense, operating loss, and loss before income taxes for the year ended December 31, 2017 by $18 million. The charge would not have affected our compliance with financial covenants under our revolving and term loan credit facilities if it had been recorded in the prior periods or in the period ended September 30, 2018, and did not have an impact to cash flow from operating activities or any other cash flow measures for those periods.

On October 18, 2018, we entered into a sale and purchase agreement to sell our laboratory services business to Oil & Gas Labs, LLC, an affiliate of CSL Capital Management, L.P., for an aggregate purchase price of $205 million in cash, subject to customary post-closing working capital adjustments.