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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 10-K
For Annual and Transition Reports Pursuant to Sections 13 or 15(d) of
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-13086
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2515019
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
515 Post Oak Boulevard, Suite 600, Houston, Texas 77027-3415
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 693-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 10, 2000 was $5,371,451,373, based upon the closing price
on the New York Stock Exchange as of such date.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
Title of Class Outstanding at March 10, 2000
-------------- -----------------------------
Common Stock, $1.00 Par Value 108,422,668
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Items 10, 11, 12 and 13 of Part III will
be included in the registrant's definitive proxy statement to be filed pursuant
to Regulation 14A and is incorporated herein by reference.
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PART I
ITEM 1. BUSINESS
Weatherford International, Inc. is one of the world's leading providers of
equipment and services used for the drilling, completion and production of oil
and natural gas wells. Our operations are conducted in over 50 countries and we
have more than 300 service and sales locations in substantially all of the oil
and natural gas producing regions in the world. We are among the leaders in each
of our primary markets and our distribution and service network is one of the
most extensive in the industry.
Our products and services are divided into four principal operating
business divisions:
o Drilling and Intervention Services -- This division provides (1)
fishing and rental services, (2) well installation services, (3)
cementing products and (4) underbalanced drilling and specialty
pipeline services. The Drilling and Intervention Services Division is a
leader in each of these markets.
o Completion Systems -- This division, which was previously combined with
the Drilling and Intervention Services Division, provides a wide range
of completion products and services. The Completion Systems Division
maintains a small but growing share of the world's completion market
and offers various leading proprietary and patented technologies aimed
at maximizing production.
o Artificial Lift Systems -- This division offers all forms of artificial
lift used for the production of oil and gas. The Artificial Lift
Systems Division is the only company in the world that is able to
provide all forms of lift. This division also provides production
optimization services and automation and monitoring of well head
production.
o Compression Services -- This division is the world's second largest
provider of compression services for the oil and gas industry. The
Compression Services Division offers a complete range of products and
services from complete field compression management to single sales and
rentals of compressor units, compressor packaging and field maintenance
and repair. This division also provides compression for power
generation and gas processing.
In addition to the above operations, we also have a Drilling Products
Division that is in the process of being distributed to our stockholders through
a distribution of the stock of our Grant Prideco, Inc. subsidiary. Grant Prideco
is the world's largest provider of drill stem products and is a leading provider
of premium tubulars and connections in North America. This spin-off is subject
to our receipt of a favorable written ruling from the Internal Revenue Service
on the tax-free nature of the spin-off and is expected to be completed in April
2000. Grant Prideco's operations have been classified as discontinued in our
financial statements.
The following is a discussion of each of our businesses. The discussions
include descriptions of our products and services offered, our strategy for
growth and the markets in which we compete. We have also included a discussion
of our recent financial results, the trends affecting our results and our
financial condition. We believe you will find these discussions informative and
helpful in gaining a better understanding of Weatherford.
REFERENCES TO WEATHERFORD
When we refer to Weatherford and make use of phrases such as "we" and "us",
we are generally referring to Weatherford International, Inc. and its
subsidiaries as a whole or on a division basis depending on the context in which
the statements are made.
STRATEGY
Our primary objective is to provide our stockholders with above average
returns on their investment through income growth and asset appreciation. We
seek to achieve this objective through the pursuit of strategic investments and
opportunities that will enhance the long-term value of our company while
improving the market shares, offerings and profitability of our existing
businesses. Our strategy for growth is to focus on selected areas and markets in
which there exist opportunities for higher market growth or penetration or
enhanced returns through consolidations or through the provision of proprietary
value-added products and services. Our objective is not to provide all products
and services necessary for the exploration and development of oil and gas
reserves, but rather to provide complete product and service capabilities within
specified market segments of the industry in which we have competitive
advantages or there exists significant growth potential.
Principal components of our growth strategy include the following:
o Invest in technology to provide customers value-added products and
services that can reduce the cost of exploration and production of oil
and gas. Examples of these technologies include our expandable sand
screens and liners and our underbalanced drilling technologies.
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o Pursue strategic acquisitions and combinations for long-term growth.
Our compression joint venture with GE Capital Corporation and our
acquisitions of Dailey International Inc. and Petroline Wellsystems
Limited are examples of this strategy.
o Continually review our asset holdings for ways to maximize value. Our
pending spin-off of Grant Prideco, which is intended to allow it to
take advantage of growth opportunities outside of Weatherford, is an
example of this strategy.
o Seek selective consolidation opportunities such as our acquisition of
Dailey International.
o Take advantage of secular growth trends in production enhancement
technologies such as underbalanced drilling, artificial lift, gas
compression and well re-entry and completion.
o Leverage our worldwide infrastructure to introduce new products and
services.
o Continue our expansion internationally.
SEGMENT AND GEOGRAPHIC DATA
Financial Segment Data
When we review the operations of our business divisions we look at their
revenues, operating income, EBITDA (operating income adding back depreciation
and amortization), depreciation and amortization, total assets and capital
expenditures. We gauge how these divisions are performing by comparing their
year on year results, their average gross margins and their returns on total
assets.
The following charts set forth those items for each of our operating
business segments for 1999, 1998 and 1997:
<TABLE>
<CAPTION>
DRILLING
AND
INTERVENTION COMPLETION ARTIFICIAL COMPRESSION
SERVICES SYSTEMS LIFT SYSTEMS SERVICES
------------ ---------- ------------ -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
1999
Revenues .......................... $ 599,618 $ 121,136 $ 293,529 $ 225,917
Operating Income (Loss) ........... 76,281 (21,545) 16,455 21,574
EBITDA ............................ 173,432 (7,428) 36,519 54,699
Depreciation and Amortization ..... 97,151 14,117 20,064 33,125
Total Assets ...................... 1,117,884 424,505 615,887 662,695
Capital Expenditures .............. 46,074 10,731 10,347 94,755
1998
Revenues .......................... $ 739,079 $ 118,093 $ 329,196 $ 177,481
Operating Income (Loss)(1) ........ 140,929 (3,812) (19,223) 17,092
EBITDA(1) ......................... 228,311 4,301 (40) 40,171
Depreciation and Amortization ..... 87,382 8,113 19,183 23,079
Total Assets ...................... 823,836 198,311 592,370 388,220
Capital Expenditures .............. 103,793 7,818 20,946 32,465
1997
Revenues .......................... $ 846,282 $ 82,719 $ 249,476 $ 178,897
Operating Income .................. 207,091 8,321 22,792 14,774
EBITDA ............................ 288,134 13,416 31,736 36,440
Depreciation and Amortization ..... 81,043 5,095 8,944 21,666
Total Assets ...................... 784,783 130,159 622,853 441,759
Capital Expenditures .............. 110,658 10,764 20,213 35,705
</TABLE>
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(1) In 1998 we incurred $160.0 million in merger and other charges relating to
the merger of EVI, Inc. and Weatherford Enterra, Inc. on May 27, 1998 and a
reorganization and rationalization of our business to match industry
conditions. Of this charge, $40.8 million, $4.2 million, $40.8 million, $1.5
million and $72.7 million relate to Drilling and Intervention Services,
Completion Systems, Artificial Lift Systems, Compression Services and
Corporate.
Geographic Data
Historically, a large portion of our business was concentrated in the
United States and Canada. We also had a strong international presence in all of
the oil producing regions of the world through our Drilling and Intervention
Services Division. As the world's oil reserves have matured, international
exploration, development and production has and will become more dominant.
Following the merger of EVI and Weatherford Enterra in 1998, we began a
concentrated program to expand our operations and shift more of our business
internationally by utilizing the strength of our international service
infrastructure to introduce new and existing products and services in these
markets. Those efforts included:
o The offering of our completion systems, artificial lift systems and
compression services through our international service locations.
During 1999 and in 2000, this initiative helped generate sales and
project awards for our Completion Systems Division in Brunei and South
America, for our Artificial Lift Systems Division in Argentina,
Venezuela and China and for our Compression Services Division in
Argentina and Brazil.
o Pursuing opportunities on a global basis for new performance enhancing
technologies and products in multilateral, extended reach, completion,
re-entry and underbalanced drilling applications. Successes include the
global introduction of roller centralizers for extended reach drilling,
revolutionary new sand control products and underbalanced drilling for
offshore applications.
The following charts set forth for 1999, 1998 and 1997:
o Our revenues from third party customers in the United States, Canada,
Latin America, Europe and all other foreign locations. Sales in the
United States include export sales. Sales are based on the location of
our entity that is selling or providing the products or services.
o Our long-lived assets located in the United States, Canada, Latin
America, Europe and all other foreign locations.
<TABLE>
<CAPTION>
UNITED LATIN
STATES CANADA AMERICA EUROPE OTHER TOTAL
---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
1999 ............ $ 589,815 $ 229,672 $ 108,247 $ 140,458 $ 172,008 $1,240,200
1998 ............ 634,222 233,304 124,434 162,738 209,151 1,363,849
1997 ............ 714,488 212,398 103,046 147,809 179,633 1,357,374
<CAPTION>
UNITED LATIN
STATES CANADA AMERICA EUROPE OTHER TOTAL
---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
LONG-LIVED ASSETS:
1999 ............ $1,162,077 $ 298,394 $ 168,109 $ 319,957 $ 76,165 $2,024,702
1998 ............ 674,243 288,091 128,141 149,231 104,861 1,344,567
1997 ............ 832,116 113,596 130,446 141,253 62,306 1,279,717
</TABLE>
Looking forward, we expect that Asia, the Middle East, North Africa and
Eastern Europe will all be growth markets for our products and services, with
North America and Western Europe declining over time as a percentage of our
total sales as the oil and gas reserves in those regions mature.
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DRILLING AND INTERVENTION SERVICES
Our Drilling and Intervention Services Division provides a wide range of
products and services for the exploration, drilling and production of oil and
natural gas. The principal products and services provided by this division are:
o Fishing and Rental Services o Cementing Products
o Well Installation Services o Underbalanced Drilling and Specialty
Pipeline Services
Market Trends and Outlook
Our Drilling and Intervention Services Division provides products and
services used by oil and gas companies, drilling contractors and other service
companies to explore for, drill and produce oil and natural gas. We estimate
that about three-quarters of the products and services offered by this division
are used in the initial drilling and completion of oil and gas wells. The
remainder of the products and services are used in connection with the
production phases of wells, including maintenance, redrilling and recompletion.
Historically, our Drilling and Intervention Services Division has generated
approximately half of its revenues from activity in North America, in particular
the United States. With the increased importance of international production,
this division is focusing its growth in the international markets while
continuing to strengthen its market position in North America.
Technology is an increasingly important aspect of our products and
services. Improving technology helps us provide our customers with more
efficient, higher margin and cost-effective tools to find and produce oil and
gas. We have invested a substantial amount of our time and resources in building
our technology offerings. We believe that the new products and services being
offered by us are among the best in the industry and provide our customers with
a means to reduce their costs of exploration and production through more
efficient and accurate tools.
In certain areas, such as underbalanced drilling, we believe integrated
offerings are becoming more important in the market as customers seek to improve
their performance with increasingly sophisticated equipment and techniques. We
expect to continue to enhance our underbalanced drilling service offering over
the next year and to maintain our position as the number one provider of these
services.
Growth Strategy
The growth strategy for our Drilling and Intervention Services Division is
to:
o Continue to enhance the technology of our products and services to
maintain our leadership and allow our customers to reduce the costs of
exploration and production.
o Leverage our worldwide sales and service infrastructure to push through
new products and services.
o Focus on secular growth trends such as underbalanced drilling services
and re-entry.
o Take advantage of selective consolidation and acquisition opportunities
to reduce costs and increase market share.
o Provide our customers with integrated products and services within
market segments.
o Implement our business-to-business e-commerce strategy of offering
selected products to the customers through the internet and various
e-commerce portals and providing enhanced electronic communications
between the customer and the field.
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Products and Services Offered by our Drilling and Intervention Services
Division
FISHING AND RENTAL SERVICES
Our fishing and rental services operations consist of a wide variety of
downhole services and products used during the drilling, completion, workover
and plugging of oil and gas wells. These include:
o Fishing and Downhole Services
o Equipment Rental
o Re-Entry and Thru-Tubing Services
o Downhole Remediation and Other Services
Our fishing and rental services operations are provided worldwide at more
than 300 locations in over 50 countries. We believe that our downhole services
group is the largest provider of these services in the world. The following is a
description of the material products and services offered by this group.
Fishing and Downhole Services. Our "fishing" services consist of cleaning
and removing obstructions (such as a piece of equipment, a tool, a part of a
drill string or other debris) in a wellbore that may become caught during the
drilling, completion and workover of a well or during the well's production
phase. The process of "fishing" requires the use of a wide variety of specialty
and proprietary tools, including fishing jars, milling tools, casing cutters,
overshots, spears and other tools used for retrieving or eliminating the items
within the well. These operations also utilize our proprietary "whipstocks",
which are downhole tools that act as vertical ramps to "sidetrack" an existing
wellbore. We believe we have one of the most comprehensive lines of proprietary
fishing tools in the industry and one of the largest and most experienced teams
of fishing services employees in the industry.
We believe we are one of the largest providers of fishing services in the
United States and the second largest provider in the world. Our principal
competitors are Baker Hughes Incorporated and Smith International, Inc. There
are also a large number of smaller regional competitors.
Equipment Rental. We offer one of the world's largest range of specialized
rental equipment and tools for the drilling, completion and workover of oil and
gas wells. Our rental equipment allows our customers (primarily operators and
drilling contractors) the ability to have access to inventories of tools and
other equipment without the cost of maintaining that equipment in their own
inventory. The rental of this equipment permits the equipment to be more
efficiently used and allows us to receive value-added returns on the equipment.
Among the equipment and tools rented by us are:
o Pressure control equipment such as preventers, high pressure valves,
accumulators, adapters and choke and kill manifolds.
o Fishing and downhole tools such as milling tools, casing cutters,
fishing jars, spears and overshots, stabilizers, power swivels and
bottom hole assemblies.
o Drilling tools such as drill pipe and drilling jars.
o Tubular handling equipment such as elevators, spiders, slits, tongs and
kelly spinners.
We manufacture many of our rental tools, such as our Dailey drilling and
fishing jars, our pressure control equipment (including our Williams rotating
heads) and many of our fishing tools. As part of our proposed spin-off of Grant
Prideco, this group has also been provided with a three-year supply agreement
for drill pipe and other stem products that ensure it an economical and secure
source of drill stem products in the future.
We conduct our rental operations worldwide. The breadth of our operations
and locations allows us to manage and redeploy our inventory of equipment
throughout our worldwide system to locations where the equipment is most needed.
We believe we are the world's largest provider of oilfield rental tool
equipment. Our primary competitors are Baker Hughes, Superior Energy Services
and Offshore Rentals. There are also a number of regional competitors.
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Re-Entry and Thru-Tubing Services. Our re-entry and thru-tubing services
include specialized products and services that allow the operator to perform
drilling, completion and remediation functions from existing wellbores. Re-entry
drilling may involve multilateral drilling of newly drilled open holes or the
opening of new sections within an existing wellbore. Re-entry wells are
typically drilled from a directional or horizontal well. Thru-tubing services
consist of the drilling, completion and remediation of a well directly through
an existing wellbore's production tubing. Our re-entry and thru-tubing
operations also utilize our proprietary "whipstocks". Our thru-tubing and
re-entry offering grew out of our fishing business, which was among the first to
use thru-tubing technology for downhole fishing operations. Since then we have
expanded on that expertise and technology to provide state-of-the-art technology
for re-entry drilling and multilateral completions.
The use of re-entry and thru-tubing technology substantially reduces the
cost of drilling a well by eliminating the need for the drilling and completion
of a new wellbore. Although the rig count declined substantially during 1998 and
1999, re-entry drilling rose. We believe that the thru-tubing re-entry and
multilateral re-entry markets will continue to increase in the coming years as
operators seek ways to contain costs by reducing risks and construction
downhole.
Our thru-tubing operations require highly engineered and technically
advanced products that can operate within the confined space of an existing
wellbore. Our operations utilize proprietary whipstock mills, high performance
drilling motors and completion tools, including the high performance long
running MacDrill(TM) metal on metal motor, the Radius(TM) short radius motor,
the Radius(TM) downhole guidance instrumentation and thru-tubing inflatable
packer systems.
Our primary competition in the area of re-entry and thru-tubing is Baker
Hughes.
Downhole Remediation and Other Services. Our other downhole services
operations include a variety of well maintenance and control services. Among the
services and equipment provided by us are well control equipment used in
critical well situations such as a blow out or high-pressure sour gas wells. We
also provide internal casing patch installation, plugging and abandonment
services, pipe recovery wireline services and foam services for underbalanced
and other wells.
Our primary competitor in the area of downhole remediation is Baker Hughes.
WELL INSTALLATION SERVICES
Our well installation services operations consist of a wide variety of
tubular connection and installation services for the drilling, completion and
workover of an oil and gas well. We offer an integrated package of tubular
services that allows our customers to receive all of their tubular handling,
preparation, inspection, cleaning and wellsite installation needs from a single
source. We are a leader in rig mechanization technology used for the
installation of tubing and casing and offer various products and services to
improve rig floor operations by reducing staffing requirements and increasing
operational effectiveness and safety standards. We also specialize in high alloy
installation services where metallurgical characteristics call for specific
handling technology. Finally, our well installation services include high grade
completion equipment installation services as well as cementation engineering
services (consisting of computer-generated recommendations as to the number and
placement of centralizers during cementation). Many of these services are
provided in conjunction with our Completion Systems Division.
We believe that we are one of the largest providers of well installation
services in the world. Competition in the market for tubular and completion well
installation services is based on price, experience and quality. We believe that
our ability to provide an integrated package of rig mechanization and high grade
installation services, together with our worldwide infrastructure, provides us
with a competitive advantage. Our primary competitors are Franks International
and BJ Services, Inc. We also compete with a large number of smaller regional
competitors.
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CEMENTING PRODUCTS
Cementing operations are one of the most important and expensive phases in
the completion of a well. We are the world's leading producer of specialized
equipment that allows operators to centralize the casing of the well and control
the displacement of cement and other fluids. Our cementing engineers can also
analyze complex wells and provide detailed recommendations to help optimize
cementing results. Our cementing products group also works closely with our
Completion Systems Division in designing integrated completion systems. Our
cementing product line includes the following:
o Centralizer Placement Software -- For calculating best centralizer
spacing for optimum standoff.
o Centralizers -- A comprehensive product line for varying applications
and well conditions.
o Roller Centralizers -- Mechanical friction-reduction systems for
extended reach drilling and underpressured conditions where
differential sticking risk is high.
o Flow Enhancement Tools -- Tools that improve cement flow.
o Float Equipment -- Drillable shoes and collars with float valves that
provide higher flow rates.
o Other Equipment -- Cement baskets, guide shoes, retainers and bridge
plugs, multiple stage tools and cementing plugs.
We provide our cementing products worldwide and we believe we are the
world's largest provider of that type of equipment. Our primary competitors are
Halliburton Company and Davis Lynch.
UNDERBALANCED DRILLING AND SPECIALTY PIPELINE SERVICES
Underbalanced drilling occurs when the bottom hole pressure exerted by the
hydrostatic head of the drilling fluid column is less than the pressure of the
formation being drilled. In underbalanced applications the reservoir is able to
flow while the drilling takes place and thereby protect the formation from
damage from the drilling fluids. Traditional drilling methods utilize weighted
drilling fluids that prevent the flow of hydrocarbons during drilling. There are
several advantages to underbalanced drilling, including faster rates of drill
bit penetration, reduction of formation damage that inhibits production rates
and minimization of lost circulation and costly stimulations. Underbalanced
drilling is considered to be particularly desirable for drilling in older fields
and reservoirs where the downhole pressure has declined. We believe that many
older fields and reservoirs cannot be economically drilled other than through
the use of underbalanced drilling. We estimate that at least 20% of the world's
wells will be drilled underbalanced during the next few years, with that
percentage increasing over time.
We believe that we are the industry leader in underbalanced drilling and
are the only company in the world that can offer all critical components on a
worldwide basis. These components include:
o Surface Equipment -- Specially designed self-contained mobile or
skid-mounted compression and nitrogen generation systems, rotating
control heads to control well pressures while circulating drilling
mediums during drilling, skid-mounted separators to separate air from
mud, choke manifolds and solids recovery systems.
o Downhole Equipment -- High temperature motors, wireline steering tools,
drill pipe, air rotary hammer drills and casing exit systems.
o Fluid Systems -- Air drilling systems, mist drilling systems, foam
drilling systems, including our patented Trans-Foam Recyclable Drilling
Fluid System and aerated fluid drilling systems.
o Software/Engineering -- Engineering and software, including simulation
modeling, candidate screening, corrosion mitigation, on-site
engineering and supervision.
Our principal competition in underbalanced drilling includes Precision
Drilling, Inc., Oiltools International Limited and Tesco.
Raw Materials
Our Drilling and Intervention Services Division purchases a wide variety of
materials from a number of sources. Many of the products sold by this division
are also manufactured by other parties. We do not believe that the loss of any
one supplier would have a material adverse effect on this division.
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Patents
Many of our products and technologies are patented or proprietary to us,
including (1) our "Virtual Riser" offshore pressure control system, which won
the 1998 Offshore Technology Award, (2) our Williams high pressure rotating
heads for offshore production, and (3) our chemicals and foam technology. In
addition, through a joint venture between us and Messer Generon, we are the
holder of the United States patent rights for drilling using compressed air and
nitrogen.
COMPLETION SYSTEMS
In 1999, we created our Completion Systems Division. This division was
created in order to establish an operating group that would be focused
exclusively on providing our customers with a comprehensive offering of
completion products, as well as engineered and integrated completion systems for
oil and gas fields.
The principal products offered by this division are:
o Packers o Liner Hangers
o Sand Control o Inflatable Packers
o Flow Control o Intelligent Well Technology
Market Trends and Outlook
The market for completion systems is believed to be in excess of $2 billion
annually. This market is comprised of various products and services, a large
portion of which are provided by us. The completion market is heavily dependent
on the North American and international rig counts. During 1998 and 1999, the
demand for completion products declined as drilling activity fell. Although
drilling activity has recently increased with higher oil prices, demand for the
higher margin premium completion products continues to be soft due to the lag in
the recovery in the international markets and the time requirements and large
investments necessary for many of these projects.
Our completion products have historically been sold in the North Sea,
Africa and North America and had previously been limited primarily to liner
hangers, packers and sand screens. With our recent acquisitions of Petroline and
Cardium Tool Services in the latter part of 1999, we have expanded our product
offerings to include sand and flow control and a broader range of liner hangers
and production and completion packers. With our enhanced product line we are now
actively promoting our completion products worldwide on a system basis.
We currently expect that the demand for our completion products will
increase steadily during the year as drilling activity increases worldwide. We
are also currently completing a significant increase in our capacity to
manufacture our new expandable slotted sand screens and liners and expect that
sales of these products will continue to grow as the production and cost
benefits are proven. As a result, we expect that sales of our Completion Systems
Division will grow significantly during the year, with the level of growth to be
dependent on the speed and depth of the recovery in the industry.
Growth Strategy
The growth strategy for our Completion Systems Division is as follows:
o Build an integrated and full completion package through selective
acquisitions and internal product development.
o Continue the expansion and introduction of our line of expandable
slotted tubular completion products.
o Add new expandable completion products and technologies.
o Complete our introduction of premium liner hangers in the United States
and expand our market share worldwide.
o Leverage our international infrastructure to offer completion products
worldwide.
o Reduce manufacturing costs through plant consolidations.
o Provide innovative and technologically superior completion solutions
and offer "best in class" products.
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o Reduce sales costs for lower margin products through the use of the
internet and e-commerce and enhance customer interaction through
electronic communication and data sharing.
Products and Services Offered by our Completion Systems Division
PACKERS
Packers are mechanical or hydraulically actuated devices that lock into the
casing string and provide a seal between the casing and tubing in the well
through an expanding element system. Packers permit producing formations to be
isolated from other sections of the wellbore as well as allow downhole
operations, such as cementing and acidizing, to take place without damaging the
reservoir.
SAND CONTROL
Specialized products are required for the control of sand in unconsolidated
formations. Sand production often results in premature failure of artificial
lift and other downhole and surface equipment and can obstruct the flow of oil
and gas. Our sand control products consist of:
o Expandable tubular products utilizing revolutionary expandable slotted
tubing technology. One product, our Expandable Sand Screens (ESS(R)),
eliminates the problems of gravel packing by reducing well costs,
enhancing production and reducing erosion.
o Sand screens that are installed in the producing section of a well to
prevent sand from reaching the surface or causing problems with
production equipment and pumps.
FLOW CONTROL
Flow control systems include completion and intervention equipment that
allow for life of well production management. Our flow control systems include:
o Standard and advanced flow control products such as nipples, sleeves,
running and pulling tools, plugs, valves and rolling systems.
o Comprehensive engineering, design and installation capabilities.
LINER HANGERS
Liner hangers allow strings of casing to be suspended within a wellbore
without having to extend the string to the surface and to isolate production
zones and formations. We offer both production and service liner hangers.
Drilling liners are used to isolate areas within the well during drilling
operations. Production liners are used in the producing area of the well to
support the wellbore and to isolate various sections of the well. We also offer
expandable slotted liners that are designed to reduce cost and improve
production. Most directional wells include one or more liners because of the
difficulty of designing casing programs compatible with high tensile tubulars.
INFLATABLE PACKERS
These products are used in open cased hole applications for zonal isolation
in drilling, completion or remedial applications. Our product line includes
annulus casing packers, inflatable production packers and inflatable straddle
packer assemblies. We also offer specialized high pressure, high temperature,
high performance inflatable thru-tubing and completion packers.
INTELLIGENT WELL TECHNOLOGY
Intelligent completion products allow operators to remotely monitor and
control various downhole components, such as chokes and pumps. These products,
when combined with production packers, permit various sections of a well to be
optimized to improve production. These devices can also eliminate the need for
wireline and coiled tubing because they can be operated electrically from the
surface.
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<PAGE> 11
Our competition in the completion market is generally based on price and
product quality. Our principal competitors are Baker Hughes, Halliburton and
Schlumberger Limited. We also compete with various smaller providers of
completion equipment. We believe that we are the third largest provider of
completion equipment in the United States and the leading provider of liner
hanger equipment and flow control completion products in the North Sea market.
Raw Materials
Our Completion Systems Division purchases a wide variety of materials used
in our manufacturing facilities from a number of sources. We do not believe that
the loss of any one supplier would have a material adverse effect on this
division.
Patents
Many of our completion products are patented or proprietary. Our expandable
slotted tubular products are sold pursuant to a license from Shell with respect
to certain aspects of the technology.
ARTIFICIAL LIFT SYSTEMS
Our Artificial Lift Systems Division is a leading provider of artificial
lift systems worldwide and the only one that can provide customers all forms of
lift. Artificial lift systems are installed in oil wells that do not have
sufficient reservoir pressure to raise the oil to the surface or that need to
supplement the natural reservoir drive in producing oil from the well. We
estimate that 80% of all producing oil wells in the world require some form of
artificial lift. Regionally, we estimate that 90% of the producing wells in
North America are on some form of artificial lift and approximately 70% of the
rest of the world's wells require artificial lift. In addition, as oil wells
mature, artificial lift is generally necessary to supplement or enhance the
flowing pressure of oil from the well. We believe the worldwide market for
artificial lift to be in excess of $1.5 billion per year, of which 50% has
historically been in North America due to the maturity of the North American oil
fields.
There are six principal types of artificial lift technologies used in the
industry. We offer each of them as well as well optimization services. These
forms of artificial lift are:
o Progressing Cavity Pumps o Electrical Submersible Pumps
o Reciprocating Rod Lift o Hydraulic Lift
o Gas Lift o Other Lift
Market Trends and Outlook
Our Artificial Lift Systems Division was severely affected by the 1998 and
1999 decline in oil prices. These declines were particularly felt in our North
American operations. Since the merger of EVI and Weatherford Enterra in 1998, we
have aggressively marketed our artificial lift systems worldwide. This marketing
program involves the provision of artificial lift products and services
worldwide utilizing the assistance of our international distribution and service
locations. We have recently been awarded a number of international contracts to
manage fields using our artificial lift systems and expect to continue to pursue
additional contracts in the future.
In North America, demand for artificial lift systems, particularly
progressing cavity pumps, has increased with the higher levels of oil prices in
the second half of 1999. We also are actively pursuing steam-assisted gravity
drainage (SAGD) projects in the heavy oil markets of Canada using high
temperature progressing cavity pumps. We believe the SAGD market will be a
significant market in Canada in the coming years. We expect that international
demand for our artificial lift products will continue to increase as the rest of
the world's oilfields mature. As the only fully integrated provider of these
systems, we expect to greatly benefit from the breadth of our product line and
expertise.
We also have recently expanded our wellsite optimization offering
worldwide. This product offering is driven by our clients' needs for greater
planning of their production. In 1999 we implemented a package for production in
Venezuela that will transmit real time data from the well to the operator's
office for continuous monitoring. This division is also working with our
Completion Systems Division on the use of its intelligent completion and
monitoring technology to optimize the production process and reduce the cost of
production.
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<PAGE> 12
Growth Strategy
The growth strategy for our Artificial Lift Systems Division is as follows:
o Invest in and provide technological solutions for artificial lift
needs, including high temperature progressing cavity pumps.
o Provide our customers with the right technologies that increase run
times, decrease costs and effectively deliver oil production at a given
depth, temperature and level of corrosion.
o Provide integrated solution packages to our customers to address all of
their artificial lift needs.
o Continue our international expansion by leveraging our international
infrastructure.
o Expand our electrical submersible pump business with Electrical
Submersible Pumps, Inc.
o Reduce sales costs for lower margin products through the internet and
e-commerce sales.
o Reposition and consolidate our manufacturing and distribution
organization to address the changing marketplace, in particular, in
North America.
o Position our business for the return cycle in oil production and take
advantage of the continued maturation of the world's oilfields.
Products Offered by our Artificial Lift Systems Division
The following is a description of each of the forms of artificial lift
offered by us:
PROGRESSING CAVITY PUMPS
A progressing cavity pump is a downhole pump that is controlled by an
above-ground electric system connected to a sucker rod that operates the
downhole pump for the production of oil. These pumps are among the most
efficient to operate and are designed to work in wells of depths up to 6,000
feet and production between 10 to 4,500 barrels of oil per day. We are also
developing high temperature progressing cavity pumps for SAGD applications. We
believe that we are the world's largest provider of progressing cavity pumps and
the only fully integrated provider of these systems. Our principal competitors
for progressing cavity pumps are Robbins & Myers and KUDU.
RECIPROCATING ROD LIFT SYSTEMS
A reciprocating rod lift system is an artificial lift pumping system that
uses an above-ground pumping unit connected to a sucker rod and a downhole pump.
It uses an up and down suction process to lift the oil from the reservoir.
Reciprocating lift is used primarily for the production of oil from wells of
depths up to 14,000 feet and production rates from 20 to 8,000 barrels per day.
Reciprocating lift systems are generally more expensive to install than other
systems but less costly to operate. We offer a complete package of products for
rod lift applications ranging from traditional pump jacks to the
state-of-the-art RotaFlex(R) long stroke pumping unit, as well as all downhole
components, including the Corod(R) continuous sucker rod, traditional sucker
rods and tubing anchors. We believe we are the world's largest provider of
reciprocating rod lift pump systems and the only fully integrated provider of
these systems. Our principal competitors for rod lift systems are Lufkin
Industries, Dover Industries and Harbinson Fischer.
GAS LIFT SYSTEMS
Gas lift is a form of artificial lift that uses natural gas to lift oil in
a producing reservoir to the surface. The process of gas lift involves the
injection of natural gas into the well through an above-ground injection system
and a series of downhole mandrels and gas lift valves. The gas that is injected
into the system is either produced from and reinjected into the well, or is
injected from gas produced from nearby wells. The injected gas acts as the
lifting agent for the heavier oil. Gas lift systems are used primarily for
offshore wells and those wells that have a high component of gas in the well or
have a gas supply near the well. Gas lift systems are designed to operate at a
depth of up to 15,000 feet with volume up to 20,000 barrels of oil per day. We
believe that we are one of the two largest providers of gas lift systems in the
world, with our principal competitor being Schlumberger.
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<PAGE> 13
ELECTRICAL SUBMERSIBLE PUMPS
An electrical submersible pump is an electric pump and motor that is placed
downhole near the producing reservoir and is driven by an electric motor
controller and supply system above ground. Electrical submersible pumps are
designed to operate at depths of 9,000 to 12,000 feet with volumes from 800 to
20,000 barrels per day. We have historically not been a provider of electrical
submersible pumps to the industry. In 1999 we entered into a long-term alliance
with Electrical Submersible Pumps, the world's third largest supplier of
electrical submersible pumps, to supply us with our own line of electrical
submersible pumps and to take over distribution of electrical submersible pumps
from Electrical Submersible Pumps in selected markets. We believe that this
alliance is highly beneficial to both our customers and the customers of
Electrical Submersible Pumps. This alliance also provides our customers with a
complete suite of artificial lift systems. Our principal competitors for
electrical submersible pumps are Baker Hughes, Schlumberger and Electrical
Submersible Pumps.
HYDRAULIC LIFT SYSTEMS
Hydraulic lift is a form of oil pumping system that uses an above-ground
surface power unit to operate a downhole hydraulic pump (jet or piston) to lift
oil from the reservoir. These systems are designed for wells at depths up to
20,000 feet with volumes of up to 15,000 barrels per day. Hydraulic pumps are
well-suited for wells with high volumes and low solids. We believe that we are
the world's largest provider of hydraulic lift systems. Our principal competitor
for hydraulic lift systems is Baker Hughes.
OTHER LIFT SYSTEMS
We also offer a new form of lift that we call "plunger lift." Plunger lift
is the only artificial lift system that requires no assistance from outside
energy sources. The typical system consists of a plunger (or piston), top and
bottom bumper springs, a lubricator and a surface controller. The plunger cycles
between the top and bottom bumper springs. As it travels to the surface, it
creates a solid interface between the lifted gas below and produced fluid above
to maximize lift energy. The travel cycle is controlled by a surface controller.
Plunger lift is a low cost, easily maintained method of lift. It is particularly
useful for dewatering gas wells and increasing wells with emulsion problems.
Plunger lift also keeps wells free of paraffin and other tubing deposit problems
and can be used to produce a well to depletion.
WELL OPTIMIZATION AND REMOTE MONITORING AND CONTROL
Our Artificial Lift Systems Division was one of the first companies to
provide complete artificial lift well optimization services and products. These
services include field management and products that allow the customer to
remotely monitor and control wells from a central remote location. As part of
this service we recently entered into a long-term alliance arrangement with CASE
Services where we will jointly develop software and products for all forms of
artificial lift offered by us to maximize production. This software will also
allow the customer to utilize the internet and the customer's own personal
computer to access, monitor and control production. We believe that this product
offering will provide the customer with substantial cost savings while improving
returns.
Raw Materials
Our Artificial Lift Systems Division purchases a variety of raw materials
for its manufacturing operations. A number of its products are manufactured
utilizing parts and components made by other manufacturers and suppliers. This
division is not dependent upon any single source of supply for its raw materials
and components. The loss of one or more of our suppliers could, however, disrupt
production for some time.
COMPRESSION SERVICES
Our Compression Services Division is one of the world's largest providers
of natural gas compression products and services. The products and services
offered by this division include:
o Rental of natural gas compressors
o Packaging and sales of natural gas compressors
o Custom-designed compression systems
o Full service turnkey compression management
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<PAGE> 14
o Maintenance and reconditioning services and select services such as
repair services
o Offshore platform installation and management of compression equipment
Our compression business is operated through a joint venture with GE
Capital's Global Compression Services. We own 64% of this joint venture and GE
Capital owns 36%. We have the right to acquire GE Capital's interest at any time
at a price equal to the greater of a market determined third party valuation or
book value. GE Capital also has the right to require us to purchase its interest
at any time after February 2001 at a market determined third party valuation and
to request a public offering of its interest after that date, if we have not
purchased its interest by that time.
Market Trends and Outlook
We believe our compression services operate in a growth market with
significant opportunities. We estimate that over 70% of the operating natural
gas compressors are owned by the exploration and production companies and more
than 70% of the world's natural gas compression services are sold in North
America. We expect demand in North America to grow in the coming years as
natural gas production increases whereas we believe that international demand
should increase as natural gas production continues to grow and our customers
look to out-sourcing their compression requirements to a single provider.
Our compression services are provided primarily to producers of natural gas
and pipeline companies. These services are used by the customer to compensate
for diminished wellhead pressure. Our compressors are either sold or rented to
the client on a term basis ranging from a number of months to years. Once a
compressor has been placed in service, in particular larger horsepower
compressors, that compressor will generally remain in place for the life of the
reservoir. We also offer field management services. Our compression services are
charged on both a fixed and turnkey basis.
The compressors marketed by us were historically manufactured by us at our
facility located in Corpus Christi, Texas or purchased from third parties. We
recently sold our manufacturing operations in Corpus Christi to GE Power
Systems. Under the terms of that sale, we agreed to purchase from GE Power
Systems certain components and parts for three to five years depending on the
items purchased and GE Power Systems agreed to provide compressors to us during
that time period at negotiated prices.
Growth Strategy
The growth strategy for our compression business is as follows:
o Continue to expand our operations internationally using our worldwide
infrastructure.
o Leverage our businesses in locations where we are currently located to
obtain economies of scale.
o Continue to pursue higher horsepower projects that provide for longer
term contracts and higher margins.
o Increase our revenues by offering our customers a solutions approach to
optimize gas productions.
Compressor Fleet
Our Compression Services Division currently has a fleet of approximately
4,100 compression units with horsepowers ranging from 25 to 3,400 horsepower.
The average horsepower of our compression fleet is approximately 230 horsepower.
The following table sets forth a summary of our compression fleet:
<TABLE>
<CAPTION>
HORSEPOWER NUMBER OF TOTAL
SIZE UNITS HORSEPOWER
---------- --------- ----------
<S> <C> <C>
0 -- 100 .................... 2,039 124,052
101 -- 200 .................... 921 135,172
201 -- 500 .................... 644 192,543
501 -- 800 .................... 193 126,171
801 -- 1,100 .................... 175 173,971
1,101 and over .................... 112 186,242
----- -------
Totals .................... 4,084 938,151
===== =======
</TABLE>
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<PAGE> 15
In addition, we manage approximately 220 compression units owned by our
clients having an aggregate horsepower of approximately 150,000.
Capital Expenditures
Our compression operations are by their nature capital intensive and
require substantial investments in additional compressor units as our business
grows. We expect that future capital investments by our Compression Services
Division will be financed by the joint venture through debt, sale and leaseback
arrangements and other similar financing structures that are repaid from the
cash flows generated from the compressor units over the projected term of rental
of the equipment. Where possible, we will attempt to secure our financing on a
non-recourse basis. During 1999, the Compression Services Division entered into
lease arrangements under which a number of our compressors were sold to a third
party and were then rented back to it over a five-year period. Structures such
as this lease should allow us to expand our compressor fleet and maximize the
return on the equity invested in this joint venture.
Because of the high leverage aspect of our compression business, we measure
the performance of this division primarily by the cash flow it generates and its
operating income and EBITDA. Although the net income return on capital from this
business is generally less than other less capital intensive businesses, we
believe the benefits of the steady cash flow from the operations and the less
cyclical nature of this market make this business an important component of our
growth.
Competition
Our principal competitors in the compression services business are Hanover
Compression Company, Production Operators Corp., a subsidiary of Schlumberger,
Universal and other smaller regional compression companies. We believe that we
are the second largest provider of natural gas compression services in the
world.
DISCONTINUED OPERATIONS -- GRANT PRIDECO
Our Grant Prideco Drilling Products Division is classified as a
discontinued operation in light of our proposed spin-off of that division to our
stockholders. We have set March 23, 2000, as the record date for the spin-off
and currently expect the spin-off to be completed in mid-April 2000. The
spin-off is subject to our receipt of a written ruling from the Internal Revenue
Service on the spin-off, which we have been advised should be received in March
2000. Grant Prideco is an international manufacturer and supplier of products
used for the exploration and production of oil and gas. Its business is
conducted through two operating segments: (1) drill stem products and (2)
premium tubulars and engineered connections. Grant Prideco is the world's
leading provider of drill pipe and other drill stem products. It is also a
leading provider in North America for engineered connections used for casing,
production tubing and marine conductors and subsea structures.
Grant Prideco's drilling products are designed and engineered for high
performance and include all components of a drill stem from the rig floor to the
drill bit. Grant Prideco has been the innovator in the field of drill pipe and
other drill stem products for more than 20 years, and it is a leader in
connection technology used in the drilling of wells. Its Atlas Bradford division
also has been providing connection technology to the oil industry for
approximately 50 years. Grant Prideco's operations are conducted throughout the
world through manufacturing facilities located in the United States, Mexico,
Canada, Europe and Asia.
Additional information regarding Grant Prideco may be found in its Form 10
filed with the Securities and Exchange Commission.
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<PAGE> 16
PROPERTIES
Our operations are conducted in over 50 countries. We currently have more
than 55 manufacturing facilities and approximately 350 sales, service and
distribution locations throughout the world for our continuing operations. Our
discontinued operations, Grant Prideco, Inc., currently has more than 20
manufacturing facilities worldwide.
The following table describes the material manufacturing and other
facilities and principal offices currently owned or leased by us.
<TABLE>
<CAPTION>
FACILITY PROPERTY
SIZE SIZE
LOCATION (SQ. FT.) (ACRES) TENURE UTILIZATION
- ------------------------------------------- --------- ------- ------ ------------------------------------------
<S> <C> <C> <C> <C>
DRILLING & INTERVENTION SERVICES:
Pearland, Texas ........................ 127,500 57.45 Owned Manufacturing, fishing and rental
Houston, Texas ......................... 117,500 16.36 Owned Manufacturing, well installation
Houma, Louisiana ....................... 109,800 12.91 Owned Manufacturing, cementing products
Hannover, Germany ...................... 65,950 3.41 Leased Manufacturing, well installation and
cementing products
Houston, Texas ......................... 64,000 14.21 Owned Manufacturing, fishing and rental
Houston, Texas(1)....................... 60,000 24.00 Owned Research and development
Casper, Wyoming ........................ 41,553 9.50 Owned Manufacturing, fishing and rental
Liberal, Kansas ........................ 40,000 9.93 Owned Manufacturing, fishing and rental
COMPLETION SYSTEMS:
Huntsville, Texas ...................... 81,700 20.00 Owned Manufacturing, packers
Houston, Texas ......................... 81,000 6.50 Owned Manufacturing, sand screens
Caxias do Sul, Brazil .................. 62,400 6.00 Leased Manufacturing, packers
Bryne, Norway .......................... 60,000 13.59 Leased Manufacturing, liner hangers
Houston, Texas(1)....................... 60,000 24.00 Owned Research and development
ARTIFICIAL LIFT SYSTEMS:
Woodward, Oklahoma ..................... 138,800 53.00 Leased Manufacturing, reciprocating rod lift
and hydraulic lift
Greenville, Texas ...................... 100,000 26.00 Owned Manufacturing, reciprocating rod lift
Odessa, Texas .......................... 99,200 7.20 Owned Manufacturing, reciprocating rod lift
Sao Leopoldo, Brazil ................... 86,100 17.00 Owned Manufacturing, progressing cavity
pumps
Nisku, Alberta, Canada ................. 74,000 8.00 Owned Manufacturing, reciprocating rod lift
Rio Tercero, Argentina ................. 64,583 7.40 Owned Manufacturing, reciprocating rod lift
and hydraulic lift
Dongying, Shandong, China(2) ........... 49,500 0.93 Leased Manufacturing, progressing cavity
pumps
Longview, Texas ........................ 47,000 22.10 Owned Manufacturing, plunger lift systems
Lloydminster, Alberta, Canada .......... 47,000 2.70 Owned Manufacturing, progressing cavity
pumps
Lafayette, Louisiana ................... 45,400 6.00 Owned Manufacturing, gas lift systems
Edmonton, Alberta, Canada .............. 42,000 11.00 Owned Manufacturing, progressing cavity
pumps
COMPRESSION SERVICES(3):
Cochrane, Alberta, Canada .............. 104,415 9.22 Owned Packaging, natural gas compression
systems
Yukon, Oklahoma ........................ 77,500 15.00 Owned Repair, natural gas compressors
Corpus Christi, Texas .................. 72,000 56.00 Owned Packaging, natural gas compression
systems
Singapore .............................. 49,682 3.37 Leased Service and repair, natural gas
compressors
</TABLE>
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<PAGE> 17
<TABLE>
<CAPTION>
FACILITY PROPERTY
SIZE SIZE
LOCATION (SQ. FT.) (ACRES) TENURE UTILIZATION
- ------------------------------------------- --------- ------- ------ ------------------------------------------
<S> <C> <C> <C> <C>
CORPORATE:
Houston, Texas ......................... 180,347 -- Leased Company's principal offices
PROPERTIES OF DISCONTINUED
OPERATIONS (GRANT PRIDECO):
Navasota, Texas ........................ 347,000 83.00 Owned Manufacturing, drill pipe, premium
casing and tubing
Veracruz, Mexico ....................... 303,400 42.00 Owned Manufacturing, tool joints
Muskogee, Oklahoma ..................... 195,900 108.40 Owned Manufacturing, premium casing
Houston, Texas ......................... 148,500 20.00 Leased Manufacturing, premium connectors
114,200 21.90 Owned Manufacturing, casing and premium
couplings
54,500 7.00 Owned Premium threading services and
manufacturing, tubular accessories
The Woodlands, Texas ................... 52,000 -- Leased Division headquarters
Bryan, Texas ........................... 160,000 55.30 Owned Manufacturing, drill pipe
Kindberg, Austria(4) ................... 1,614,600 101.27 Owned Manufacturing, green tube and casing
Edmonton, Alberta, Canada .............. 109,600 10.20 Owned Manufacturing, drill pipe, premium
tubulars
Houma, Louisiana ....................... 85,000 9.40 Owned Manufacturing, accessories
</TABLE>
(1) The Houston, Texas research and development facility is shared by our
Drilling and Intervention Services and Completion Systems Divisions.
(2) The facility leased by our Artificial Lift System Division's China operation
is contributed by our partner in the joint venture there.
(3) The facilities owned by our Compression Services Division are held in a
joint venture that is 64% owned by us.
(4) The Kindberg, Austria facility is held in a joint venture that is owned
50.01% by Grant Prideco.
OTHER BUSINESS DATA
Patents
Many areas of our business rely on patents and proprietary technology. We
currently have more than 1,200 issued and pending patents from continuing
operations. Many of our patents provide us with competitive advantages in our
markets. Although we consider our patents and our patent protection to be an
important part of our business, we do not believe that the loss of one or more
of our patents would have a material adverse effect on our business.
Insurance
We currently carry a variety of insurance for our operations. We are
partially self-insured for certain claims in amounts that we believe to be
customary and reasonable. We also maintain political risk insurance to insure
against certain risks while doing business in foreign countries.
Although we believe that we currently maintain insurance coverage that is
adequate for the risks involved, there is always a risk that our insurance may
not be sufficient to cover any particular loss or that our insurance may not
cover all losses. For example, while we maintain product liability insurance,
this type of insurance is limited in coverage and it is possible that an adverse
claim could arise that is in excess of our coverage. Finally, insurance rates
have in the past been subject to wide fluctuation and changes in coverage could
result in increases in our cost or higher deductibles and retentions.
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<PAGE> 18
Federal Regulation and Environmental Matters
Our operations are subject to federal, state and local laws and regulations
relating to the energy industry in general and the environment in particular.
Environmental laws have in recent years become more stringent and have generally
sought to impose greater liability on a larger number of potentially responsible
parties. While we are not currently aware of any situation involving an
environmental claim that would likely have a material adverse effect on our
business, it is always possible that an environmental claim with respect to one
or more of our current businesses or a business or property that one of our
predecessors owned or used could arise that could have a material adverse
effect.
We have been named by the Environmental Protection Agency ("EPA") as a
party to the Casmalia, California landfill Superfund site. We legally
transported certain waste materials to this site between 1980 and 1985. In 1985,
after we had ended transporting materials to the landfill, the EPA declared the
landfill as a Superfund site. We have agreed to participate in a settlement for
the matter and the EPA has assessed us with a settlement amount of $290,000.
However, we dispute the EPA's settlement calculations due to the inclusion of
unrelated third-party amounts and duplicative amounts. We have requested that
the EPA recalculate the proposed settlement amount.
Our expenditures during 1999 to comply with environmental laws and
regulations were not material and we currently expect that the cost of
compliance with environmental laws and regulations for 2000 also will not be
material.
Employees
As of December 31, 1999, we employed approximately 12,200 employees,
including approximately 2,600 employees of Grant Prideco. Certain of our
operations are subject to union contracts. These contracts, however, cover only
a small number of our employees. We believe that our relationship with our
employees is generally satisfactory.
Corporate History
We are a Delaware corporation that was organized in 1972. Many of our
businesses, including those of Weatherford Enterra, Inc., have been conducted
for more than 50 years.
Principal Executive Offices
Our principal executive offices are located at 515 Post Oak Blvd., Suite
600, Houston, Texas 77027. Our telephone number is (713) 693-4000.
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<PAGE> 19
FORWARD-LOOKING STATEMENTS
This report as well as other filings made by us with the Securities and
Exchange Commission and our releases issued to the public contain various
statements relating to future results, including certain projections and
business trends. We believe these statements constitute "Forward-Looking
Statements" as defined in the Private Securities Litigation Reform Act of 1995.
From time to time we update the various factors that are considered by us
in making our forward-looking statements and the assumptions used by us in those
statements. The following sets forth an update of the various assumptions used
by us in our forward-looking statements as well as risks and uncertainties
relating to those statements.
Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
report and in our other disclosures. These risks and uncertainties include, but
are not limited to, those described in "Risk Factors" below and the following:
A Downturn in Market Conditions Could Affect Projected Results. Any
unexpected material changes in oil and gas prices or other market trends
would likely affect the forward-looking information provided by us. Any
unexpected material changes in oil and gas prices or other market trends
that would impact drilling activity would likely affect the forward-looking
information contained in this annual report. Our results for 1999 were
materially and adversely affected by the downturn in the industry that
began in 1998. The market for our products and services has recently begun
to recover and we currently expect that our results for 2000 will show a
material improvement over 1999. This recovery is based in part on a
reduction in supply of oil, higher oil prices and drilling activity and a
general industry view that market conditions have bottomed out and are
beginning to recover. The oil and gas industry, however, is extremely
volatile and subject to change based on political and economic factors
outside our control.
Our estimates as to future results and industry trends are based on
assumptions regarding the future prices of oil and gas, the North American
and international rig counts and their effect on the demand and pricing of
our products and services. In analyzing the market and its impact on us for
2000, we have made the following assumptions:
o The recent increase in the price of oil will result in improvements to
our businesses in 2000, with the strongest improvements expected to
occur in the second half of 2000.
o Oil prices will average over $20 per barrel for West Texas
Intermediate crude.
o Average natural gas prices for 2000 will remain at or near their
current levels.
o World demand for oil will be up only slightly.
o Drilling activity will increase slightly beyond normal demand as oil
companies seek to replace and produce reserves that were not replaced
or produced in 1999.
o North American and international rig counts will improve, with
increases in the international rig count following the North American
rig count increase by around six months. In 2000, we have made our
internal budgets based upon an average rig count for North America
around 1,100 and the average international rig count of around 630.
o Pricing for many of our products and services should increase steadily
during the year. Pricing will be subject to market conditions and
continued pricing pressures in selected markets and product lines.
o Demand for compression services will remain relatively flat for most of
2000 with improvements to be based on new contracts.
o Future growth in the industry will be dependent on technological
advances that can reduce the costs of exploration and production, and
technological improvements in tools used for re-entry, thru-tubing and
extended reach drilling as well as artificial lift technologies will be
important to our future.
These assumptions are based on various macroeconomic factors, and
actual market conditions could vary materially from those assumed.
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<PAGE> 20
A Future Reduction in the Rig Count Could Adversely Affect the Demand
for Our Products and Services. Our operations were materially affected by
the decline in the rig count during 1998 and 1999. Although the North
American rig count has improved slightly from its historical low in 1999, a
decline in the North American and international rig counts would adversely
affect our results. Our forward-looking statements regarding our drilling
products assume an improvement in the rig count in 2000 and that there will
not be any material declines in the worldwide rig count, in particular the
domestic rig count. Our statements also assume an increase in the
international markets to occur by mid 2000.
Projected Cost Savings Could Be Insufficient. During 1998 and 1999, we
implemented a number of programs intended to reduce costs and align our
cost structure with the current market environment. Our forward-looking
statements regarding cost savings and their impact on our business assume
these measures will generate the savings expected. However, if the markets
continue to decline, additional actions may be necessary to achieve the
desired savings.
Weatherford's Success is Dependent upon Technological Advances. Our
ability to succeed with our long-term growth strategy is dependent in part
on the technological competitiveness of our product and service offerings.
A central aspect of our growth strategy is to enhance the technology of our
products and services, to expand the markets for many of our products
through the leverage of our worldwide infrastructure and to enter new
markets and expand in existing markets with technologically advanced
value-added products. Our forward-looking statements have assumed gradual
growth from these new products and services during 2000.
Economic Downturn Could Adversely Affect Demand for Products and
Services. The economic downturn that began in Asia in 1997 affected the
economies in other regions of the world, including South America and the
former Soviet Union, and contributed to the decline in the price of oil and
the level of drilling activity. Although the economy in the United States
also has experienced one of its longest periods of growth in recent
history, the continued strength of the United States economy cannot be
assured. If the United States or European economies were to begin to
decline or if the economies of South America or Asia were not to continue
their recovery, the demand and price for oil and gas and our products and
services could again adversely affect our revenues and income. We have
assumed that a worldwide recession or a material downturn in the United
States or European economies will not occur.
Currency Fluctuations Could Have a Material Adverse Financial Impact. A
material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World
currencies have been subject to much volatility. Our forward-looking
statements assume no material impact from changes in currencies.
Changes in Global Trade Policies Could Adversely Impact Operations.
Changes in global trade policies in our markets could impact our operations
in these markets. We have assumed that there will be no material changes in
global trading policies.
Unexpected Litigation and Legal Disputes Could Have a Material Adverse
Financial Impact. If we experience unexpected litigation or unexpected
results in our existing litigation having a material effect on results, the
accuracy of the forward-looking statements would be affected. Our
forward-looking statements assume that there will be no such unexpected
litigation or results.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the Securities and Exchange Commission. For additional information
regarding risks and uncertainties, see our other current year filings with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, and the Securities Act of 1933, as amended. We will generally update
our assumptions in our filings as circumstances require.
RISK FACTORS
An investment in our common stock involves various risks. When considering
an investment in our company you should consider carefully the following
factors, together with the information described elsewhere in this report.
20
<PAGE> 21
Low Prices for Oil Adversely Affect the Demand for Our Products and
Services. Low oil prices adversely affect demand throughout the oil and natural
gas industry, including the demand for our products and services. As prices
decline, we are affected in two significant ways. First, the funds available to
our customers for the purchase of goods and services declines. Second,
exploration and drilling activity declines as marginally profitable projects
become uneconomical and either are delayed or eliminated. Accordingly, if oil
prices are low, our revenues and income will be adversely affected. Despite the
increases in the price of oil during 1999 and in 2000, the market conditions
existing in 1998 and 1999 affected our business in various ways. Our Drilling
and Intervention Services Division experienced declines in line with the general
reduction in industry activity. Our Completion Systems Division experienced
declines corresponding to the lower activity levels, with greatest declines
outside the United States markets. Our Artificial Lift Systems Division, which
is heavily dependent on North American production, experienced continuous
declines in revenue throughout 1998 and the first quarter of 1999. Our Grant
Prideco Drilling Products Division, which is classified as a discontinued
operation, experienced a significant decline in new orders of drill pipe, other
drill stem products and tubular sales fell as completion activity slowed,
tubular distributors reduced inventories and due to excess drill pipe being
consumed from idle rigs. Our Compression Services Division has only been
marginally affected by the declines in market conditions because its business is
based on levels of natural gas development and production, which has been more
stable than oil production. Our compression business was subject to price
competition in North America.
Our businesses will continue to be affected by industry conditions,
including those conditions and factors described under "Forward-Looking
Statements."
Customer Credit Risks. Substantially all of our customers are engaged in
the energy industry. This concentration of customers may impact our overall
exposure to credit risk, either positively or negatively, in that customers may
be similarly affected by changes in economic and industry conditions. Many of
our customers slowed the payment of their accounts in 1999 in light of current
industry conditions and others have experienced greater financial difficulties
in meeting their payment terms. We perform ongoing credit evaluations of our
customers and do not generally require collateral in support of our trade
receivables. We maintain reserves for potential credit losses, and actual losses
have historically been within expectations.
Disruptions in Foreign Operations Could Adversely Affect Our Income. Like
most multinational oilfield service companies, we have operations in certain
international areas, including parts of the Middle East, North and West Africa,
Latin America, the Asia-Pacific region and the Commonwealth of Independent
States, that are inherently subject to risks of war, local economic conditions,
political disruption, civil disturbance and policies that may:
o disrupt our operations and oil and gas exploration and production
activities;
o restrict the movement of funds;
o lead to U.S. government or international sanctions; and
o limit access to markets for periods of time.
Historically, the economic impact of such disruptions has been temporary,
and oil and gas exploration and production activities have resumed eventually in
relation to market forces. Certain areas, including the CIS, Algeria, Nigeria,
parts of the Middle East, the Asia-Pacific region and Latin America, have been
subjected to political disruption that has negatively impacted results of
operations following such events. Disruptions may occur in our foreign
operations, and losses may occur that will not be covered by insurance.
Our Products and Services are Subject to Operational Risks. Our products
are used for the exploration and production of oil and natural gas. These
operations are subject to hazards inherent in the oil and gas industry that can
cause personal injury or loss of life, damage to or destruction of property,
equipment, the environment and marine life, and suspension of operations. These
hazards include fires, explosions, craterings, blowouts and oil spills.
Litigation arising from an accident at a location where our products or services
are used or provided may result in our being named as a defendant in lawsuits
asserting potentially large claims.
The Euro, Currency Devaluation and Fluctuation Risks. A single European
currency ("the Euro") was introduced on January 1, 1999, at which time the
conversion rates between legacy currencies and the Euro were set for 11
participating member countries. However, the legacy currencies in those
countries will continue to be used as legal tender through January 1, 2002.
Thereafter, the legacy currencies will be canceled, and the Euro bills and coins
will
21
<PAGE> 22
be used in the 11 participating countries. We are currently evaluating the
effect of the Euro on our consolidated financial statements and our business
operations; however, we do not foresee that the transition to the Euro will have
a significant impact.
A material decline in currency rates in our markets could affect our future
results as well as affect the carrying value of our assets. Approximately 35% of
our net assets are located outside the United States, are carried on our books
in local currencies and are impacted by changes in foreign currencies. Changes
in those currencies in relation to the U.S. dollar result in translation
adjustments which are reflected as accumulated other comprehensive loss in the
stockholders' equity section on our balance sheet.
Our Common Stock has Fluctuated Historically. Historically, and in recent
months in particular, the market price of common stock of companies engaged in
the oil and gas service industry has been highly volatile. Likewise, the market
price of our common stock has varied significantly in the past. News
announcements and changes in oil and natural gas prices, changes in the demand
for oil and natural gas exploration and changes in the supply and demand for oil
and natural gas have all been factors that have affected the price of our common
stock.
ITEM 2. PROPERTIES
See Item 1. Business -- Properties on page 16 of this report, which is
incorporated by reference into this item.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance.
See Item 1. Business -- Other Business Data -- Federal Regulation and
Environmental Matters on page 18 of this report, which is incorporated by
reference into this item.
Although we are subject to various ongoing items of litigation, we do not
believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is, however, possible
that an unexpected judgment could be rendered against us in the cases in which
we are involved that could be uninsured and beyond the amounts that we currently
have reserved or anticipate incurring for that matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the year ended
December 31, 1999, to a vote of stockholders of the Company.
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<PAGE> 23
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded on the New York Stock Exchange under the symbol
"WFT". As of March 10, 2000, there were 3,054 stockholders of record. The
following table sets forth, for the periods indicated, the range of high and low
sale prices per share for the common stock as reported on the New York Stock
Exchange.
<TABLE>
<CAPTION>
PRICE
--------------------------
HIGH LOW
---- ---
<S> <C> <C>
Year ending December 31, 1999
First Quarter ........................................ $ 29 5/8 $ 16 3/4
Second Quarter ....................................... 39 11/16 22 15/16
Third Quarter ........................................ 40 7/16 29 3/4
Fourth Quarter ....................................... 42 1/8 28 1/4
Year ending December 31, 1998
First Quarter......................................... $ 53 7/8 $ 37 1/2
Second Quarter........................................ 58 7/16 34 3/4
Third Quarter......................................... 39 15/16 15
Fourth Quarter........................................ 28 3/4 16
</TABLE>
On March 10, 2000, the closing sales price of our common stock as reported
by the New York Stock Exchange was $50 15/16 per share. We have not declared or
paid dividends on our common stock since 1984 and we do not anticipate paying
dividends on our common stock at any time in the foreseeable future.
In addition to our common stock, we currently have outstanding $402.5
million principal amount in 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027. These debentures have the following material terms:
o Mature on November 1, 2027
o Interest rate of 5% per annum, payable February 1, May 1, August 1 and
November 1 of each year
o Are convertible in common stock at a conversion price of $80 per share,
subject to adjustment for the Grant Prideco spin-off and other
adjustments
o May be redeemed at any time on or after November 4, 2000 at redemption
prices set forth in an indenture relating to the debentures
o Are subordinated in right of payment of principal and interest on
certain existing and future senior indebtedness
23
<PAGE> 24
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain selected historical consolidated
financial data and should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations and the
Consolidated Financial Statements and Notes thereto included elsewhere herein.
The following information may not be deemed indicative of our future operating
results.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------ ----------- ------------ ------------ ------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenues ................................ $ 1,240,200 $ 1,363,849 $ 1,357,374 $ 1,129,958 $ 976,341
Operating Income (Loss) ................. 66,818 36,171 (a) 216,082 127,408 (1,629)
Income (Loss) From Continuing
Operations ............................ 16,206 (883)(a) 129,745 71,225 (10,799)
Basic Earnings (Loss) Per Share
From Continuing Operations ............ 0.16 (0.01) 1.35 0.79 (0.13)
Diluted Earnings (Loss) Per Share
From Continuing Operations ............ 0.16 (0.01) 1.33 0.78 (0.13)
Total Assets ............................ 3,513,789 2,638,612 2,508,034 2,121,415 1,636,535
Long-Term Debt .......................... 226,603 220,398 224,935 415,095 414,894
5% Convertible Subordinated
Preferred Equivalent Debentures ...... 402,500 402,500 402,500 -- --
Stockholders' Equity .................... 1,833,398 1,493,880 1,458,549 1,292,704 958,337
Cash Dividends Per Share ................ -- -- -- -- --
</TABLE>
(a) Includes $160.0 million, $104.0 million net of tax, of merger and other
charges relating to the merger between EVI and Weatherford Enterra and a
reorganization and rationalization of our business in light of industry
conditions.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Our business is conducted through four business segments: (1) Drilling and
Intervention Services, (2) Completion Systems, (3) Artificial Lift Systems and
(4) Compression Services. We have also historically operated a Drilling Products
Division that manufactured and sold drill stem products and premium tubulars and
connections.
In October 1999, our Board of Directors approved the spin-off by us of our
Drilling Products Division. The spin-off is subject to our receipt of a
favorable ruling from the Internal Revenue Service on aspects of the spin-off.
We were recently advised by the Internal Revenue Service that the ruling should
be received by us by the end of March 2000. As a result, our Board of Directors
has declared a distribution of one share of Grant Prideco common stock for each
share of Weatherford common stock outstanding at the close of business on March
23, 2000. Subject to our receipt of the ruling, we expect the spin-off to be
completed on or about April 14, 2000. We have reclassified the historical
operations of this division as a discontinued operation in light of the
anticipated spin-off.
The following is a discussion of our results of operations for the last
three years. This discussion should be read in conjunction with our financial
statements that are included with this report. Our discussion of our results and
financial condition includes various forward-looking statements about our
markets, the demand for our products and services and our future results. These
statements are based on certain assumptions that we consider reasonable. For
information about these assumptions, you should refer to the section entitled
"Forward-Looking Statements" located within Item 1. Business.
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<PAGE> 25
MARKET TRENDS AND OUTLOOK
Our businesses serve the oil and gas industry. Certain of our products and
services, such as our well installation services and well completion services,
are dependent on the North American and worldwide level of exploration and
development activity. Other products and services, such as our artificial lift
systems and compression services, are dependent on oil and gas production
activity. We currently estimate that between 40% and 50% of our continuing
operations are focused on drilling activity, with the remainder focused on
production and reservoir enhancement activity.
The oil and gas industry has been subject to extreme volatility in recent
years due to significant changes in the demand, supply and pricing of oil and
natural gas. In 1997 through early 1998, we experienced a strong increase in the
demand for our products and services due to a worldwide increase in the demand
for oil and shortages of equipment and people to service this demand. This
increase in demand was most strongly felt in our Drilling and Intervention
Services and Artificial Lift Systems Divisions. Our Drilling and Intervention
Services Division experienced record sales and profits both internationally and
in the North American markets. Our Artificial Lift Systems Division benefited
from high levels of Canadian exploration and production, in particular in the
heavy oil regions. During this period, we and our industry operated at levels
that had not been experienced since the early 1980's and many of our businesses
operated at or near full capacity.
Beginning in late 1997, the price of oil began to fall. This decline was
attributable to a number of factors. The most significant of the factors were:
o A drop in demand due to the downturn in the Asian and other developing
economies;
o An excess supply of oil due to increased production by most of the oil
exporting countries;
o Concerns over future production from Iraq; and
o The impact of prior exploration efforts and large reserve discoveries.
Initially, the effects of the decline were felt only in isolated markets,
such as the Canadian and Californian heavy oil markets, where drilling and
production activity is more sensitive to the price of oil. Drilling and
completion activity in other North American regions then began to decline due to
the greater sensitivity of North American production to prices. By late 1998,
demand had fallen substantially as our customers' exploration, development and
production activities internationally also dropped in reaction to sharply lower
oil prices.
During 1998, the price of oil ranged from a high of $17.62 per barrel to a
low of $10.44 per barrel of West Texas Intermediate crude. The North American
rig count also fell from a high of 1,508 rigs to a low in 1998 of 854. The
international rig count, which typically trails the domestic rig count by a
number of months, fell in 1998 from a high of 819 to a low of 671. In 1999, the
price of oil hit a low of $11.07 per barrel and the North American and
international rig counts reached historical lows of 534 and 556, respectively.
The downturn in the industry that began in 1998 led our customers to
substantially curtail their exploration and drilling activity during the second
half of 1998 and most of 1999. This reduction in activity resulted in
substantially lower purchases of equipment manufactured and sold by us for the
exploration and completion of wells. Our field services, such as fishing and
rental and our sales of artificial lift and other production equipment and
services were also materially impacted by the fall in demand. We were further
impacted by an unprecedented wave of mergers and consolidations among our
customers due to the market conditions. Our customers canceled, delayed and
rebid many projects to reduce their costs in light of market conditions. In
certain markets in the United States and Canada we believe activity fell by more
than 70%.
Although market conditions materially and adversely affected our businesses
and their results in 1999, we made the strategic decision to add to our core
competencies during this downturn and take advantage of desirable acquisitions
of new technologies and businesses in our markets. This decision was based on
our belief that the downturn would create unique opportunities for us to
acquire, on desirable terms, businesses and capabilities that could serve as the
platform for growth in the future. We also believed that because of the
consolidating nature of our industry, many of these opportunities would not be
available again. The principal acquisitions completed by us in late 1998 and
1999 include:
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<PAGE> 26
(1) Our acquisitions of Cardium Tool Services and Petroline
Wellsystems Limited in the second and third quarters of 1999.
These two acquisitions significantly increased the
capabilities of our Completion Systems Division in the areas
of flow control, liner hangers and packers and added state of
the art sand control technology to our completion product
offering. In the fourth quarter of 1998, we also acquired a
51% interest in SubTech International, a company that provides
products for intelligent completions and production
automation. Subsequent to December 31, 1999, we acquired the
remaining 49% of SubTech.
(2) Our acquisitions of Dailey International Inc. and Williams
Tool Co. in the third quarter of 1999 and ECD Northwest Air
Drilling, Inc. in the second quarter of 1999. These three
acquisitions provided us with a complete integrated package
for the provision of underbalanced drilling services. We now
have the largest compression fleet in the industry used for
underbalanced and air drilling, our own proprietary line of
pressure control equipment, state of the art foam and chemical
technology used for underbalanced drilling and the largest
fleet in the industry of nitrogen membrane units. The Dailey
International acquisition also provided us with our own
proprietary manufactured line of drilling and fishing jars for
use in our fishing and rental operations.
(3) Our joint venture with GE Capital Corporation in the first
quarter of 1999. This joint venture combined our compression
business with GE's Global Compression Services business to
create the second largest natural gas compression fleet in the
industry. This joint venture has allowed us to expand our
compression operations into the higher margin, higher
horsepower market as well as the growing international
markets.
(4) Our acquisition of various licenses, technologies and
businesses in the multilateral and re-entry markets. These
transactions have provided us with key technologies and a
platform for growth in the growing multilateral and re-entry
markets.
While we believe the steps taken in 1998 and 1999 should benefit our
results as our industry improves, the downturn in our industry has materially
and adversely impacted our results over the last two years through substantially
lower sales and margins. Our results have also been affected by higher average
fixed and variable costs associated with the maintenance of our extensive
worldwide manufacturing, sales and service infrastructure during a period of low
activity.
During the second half of 1999, the price of oil increased due to members
of the Organization of Petroleum Exporting Countries reducing production in
compliance with production quotas. These effects have resulted in world oil
prices recently trading above the $30 a barrel range for the first time in over
a decade. Our Artificial Lift Systems Division was the first to benefit from the
price improvements as many production projects were reinstated in light of the
higher prices of oil, in particular heavy oil in Canada. Natural gas activity in
Canada also increased significantly due to new pipelines and higher demand. Our
Drilling and Intervention Services Division was the next to benefit from the
improved activity in North America, in particular in its fishing and rental
business. The pickup in these groups, however, has been gradual because
customers have been more cautious in new spending due in part to the volatility
of prices. We have just recently been able to improve pricing in certain markets
and expect that prices will continue to improve over the year based on demand
and the nature of the projects performed. Our international activity, which
generally lags North American activity by around six months, remains depressed
but shows initial signs of recovery. This is particularly the case in the North
Sea and Latin America, two of our principal markets. As a result, while our
revenues are increasing with the improved North American demand, the
improvements in overall profitability are expected to be more gradual over the
next six to nine months.
In 2000, we expect that demand for our products and services will steadily
improve, with the strongest improvement expected in the second half of 2000. The
timing of improvements in our operations will be dependent upon the segment of
the industry involved. We expect that our Artificial Lift Systems Division will
continue to see improvements in North American revenues and improvements in
margins as a result of cost containment, pricing and higher throughput in our
plants. This division, however, will be affected by the normal seasonal downturn
in Canada in the second quarter. Our Drilling and Intervention Services Division
is expected to see quarter on quarter improvements in revenue and profitability
throughout the year, with the strongest growth expected to occur in the second
half of the year as the international markets strengthen. Our recently created
Completion Systems Division, which is highly dependent on international
activity, is expected to have a slow first half of the year and begin realizing
an operating profit in the second half of the year. Our Compression Services
Division, which is less affected by day-to-day market factors, is expected to be
flat or marginally up during the first half of the year and to realize most of
its growth in the second half of the year as new projects are added.
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<PAGE> 27
The level of market improvements for our businesses in 2000 will be heavily
dependent on whether oil and natural gas prices can remain at or about their
present levels and the impact that the recent commodity price increases will
have on customer spending. Although we believe that the activity levels in our
industry have bottomed out and are recovering, the extent of the recovery is
difficult to predict in light of the volatile nature of our business. In this
regard, the strength of the recovery will be dependent on many external factors
such as compliance with OPEC quotas, world economic conditions and weather
conditions.
The following chart sets forth certain historical statistics that are
reflective of the market conditions in which we operate:
<TABLE>
<CAPTION>
HENRY HUB NORTH AMERICAN INTERNATIONAL
WTI OIL(1) GAS(2) RIG COUNT(3) RIG COUNT(3)
---------- ----------- --------------- --------------
<S> <C> <C> <C> <C>
1999....................................... $ 25.60 $ 2.329 1,177 575
1998....................................... 11.28 1.945 895 671
1997....................................... 18.32 2.264 1,499 819
</TABLE>
(1) Price per barrel as of December 31 -- Source: Applied Reasoning, Inc.
(2) Price per MM/BTU as of December 31 -- Source: Oil World
(3) Average rig count for December -- Source: Baker Hughes Rig Count
RESULTS OF OPERATIONS FOR THE YEARS ENDED 1999, 1998 AND 1997
The business environment in which we operated during 1999, 1998 and 1997
saw extreme changes. We experienced a strong market in 1997 and into the first
part of 1998, with a material slow-down beginning near the middle of 1998. By
the end of 1998, our industry was in the midst of one of the worst downturns in
its history. This downturn continued throughout most of 1999. Oil prices
improved during the second half of 1999, allowing for modest improvements in our
North American markets. International activity has only recently begun to
improve and is not expected to increase materially until later in 2000. The
timing of the international recovery will impact our revenue and earnings growth
in 2000.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
The following charts contain selected financial data comparing our results
from continuing operations for 1999 and 1998:
Comparative Financial Data
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------
1999 1998
------------ -------------
(IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
Revenues .................................................................. $ 1,240,200 $ 1,363,849
Gross Profit .............................................................. 346,307 417,098 (a)
Gross Profit % ............................................................ 27.9% 30.6%
Selling, General and Administrative Attributable to Segments .............. $ 256,160 $ 219,939
Corporate General and Administrative ...................................... 25,947 26,020
Operating Income .......................................................... 66,818 36,171 (a)
Income (Loss) from Continuing Operations .................................. 16,206 (883) (a)
Income from Continuing Operations Excluding Goodwill Amortization,
Net of Tax ............................................................... 38,159 12,690 (a)
EBITDA(b) ................................................................ 233,476 175,729 (a)
Income (Loss) per Diluted Share from Continuing Operations ................ 0.16 (0.01)
Income per Diluted Share from Continuing Operations Excluding
Goodwill Amortization, Net of Tax ...................................... 0.37 0.13
</TABLE>
(a) Includes $160.0 million, $104.0 million net of tax, of merger and other
charges relating to the merger between EVI, Inc. and Weatherford Enterra,
Inc., and a reorganization and rationalization of our business in light of
industry conditions. Of these charges, $22.4 million related to the
write-off of inventory and have been classified as costs of products.
27
<PAGE> 28
(b) EBITDA is calculated by taking operating income and adding back
depreciation and amortization. We have included an EBITDA calculation
because when we look at the performance of our businesses, we give
consideration to their EBITDA. Calculations of EBITDA should not be viewed
as substitutes to calculations under GAAP, in particular cash flows from
operations, operating income and net income. In addition, EBITDA
calculations by one company may not be comparable to another company's
calculations.
Sales by Geographic Region
<TABLE>
<CAPTION>
YEAR ENDED
--------------
1999 1998
----- -----
<S> <C> <C>
REGION: (a)
U. S ........................................ 48% 47%
Canada ...................................... 19% 17%
Europe ...................................... 11% 12%
Latin America ............................... 9% 9%
Africa ...................................... 6% 7%
Middle East ................................. 3% 4%
Other ....................................... 4% 4%
----- -----
Total ................................. 100% 100%
===== =====
</TABLE>
(a) Sales are based on the region of origination and do not reflect sales by
ultimate destination.
Our results from continuing operations for 1999 and 1998 were also affected
by the following specific items:
o Revenues declined $123.6 million, or 9.1%, from 1998 levels.
International revenues decreased 15.2% from 1998 to $420.7 million as
compared to a decline in the average international rig count of 21.7%.
North American revenues declined $48.0 million, or 5.5%, as compared to
a decline in the average North American rig count of 20.4%.
o Revenues were positively impacted by the 1999 acquisitions of
Petroline, Dailey International and Williams Tool, which combined
contributed $44.5 million in revenues, primarily in the fourth quarter
of 1999.
o Gross profit percentage, before charges of $22.4 million in 1998,
decreased from 32.2% in 1998 to 27.9% in 1999 primarily due to lower
pricing and the underutilization of many of our manufacturing
facilities and our service organization during a period of low activity
levels.
o Results for 1998 include $160.0 million in pretax charges for the
merger between EVI and Weatherford Enterra and charges associated with
the downturn in our industry.
o Selling, general and administrative expenses attributable to the
segments increased as a percent of revenue due primarily to a lower
revenue base and startup costs for new product lines and businesses,
costs associated with the integration and introduction of newly
acquired businesses and a $10.4 million increase in goodwill and
intangible amortization. Selling, general and administrative costs
included higher selling, general and administrative costs associated
with Dailey International and Williams Tool, which historically had
high selling, general and administrative costs as a percentage of
revenues. Because these businesses were acquired during the latter half
of 1999, we were not able to achieve full cost savings from the
integration of these acquisitions in 1999. These acquisitions, however,
are now substantially integrated and we are realizing the benefits.
o Goodwill amortization for 1999 was $24.0 million compared to $15.1
million for 1998. Goodwill amortization is expected to be around $8.1
million a quarter in 2000.
o Our corporate expenses as a percentage of revenues for 1999 were 2.1%
as compared to 1.9% for 1998 due primarily to a lower revenue base.
o Operating income decreased from $196.2 million in 1998, before charges
of $160.0 million, to $66.8 million in 1999. This decrease resulted
from pricing pressures and manufacturing and operational inefficiencies
associated with the decline in activity. Although we have sought over
the past year to reduce our costs through reductions in headcount and
locations in light of the industry downturn, we elected to maintain our
market position and international infrastructure during the downturn in
order to capitalize on the market recovery when it occurs.
o Our effective tax rate on income from continuing operations for 1999
was approximately 29.9% as compared to 87.1% for 1998. The 1998 rate is
due in part to the mix of foreign and U.S. tax attributes and the
impact of one time charges.
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<PAGE> 29
1998 Special Charges
In 1998, we incurred $160.0 million in merger and other charges relating to
the merger between EVI and Weatherford Enterra and a reorganization and
rationalization of its businesses in light of industry conditions. Of these
charges, $113.0 million was incurred in the second quarter at the time of the
merger and with the initial downturn in the industry. A $47.0 million charge was
incurred in the fourth quarter in response to the previously unanticipated
extent of the decline in the industry which resulted in a need to make
additional reductions in operations and align the cost structure with the then
current demand. The net after tax effect of these charges was $104.0 million.
The following chart summarizes the special charges made in 1998:
<TABLE>
<CAPTION>
DRILLING
AND ARTIFICIAL
INTERVENTION COMPLETION LIFT COMPRESSION
SERVICES SYSTEMS SYSTEMS SERVICES CORPORATE TOTAL
---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Merger Transaction Costs .......... $ -- $ -- $ -- $ -- $ 62,462 $ 62,462
Severance and Related Costs ....... 1,711 250 5,050 -- 600 7,611
Facility Closures ................. 7,249 1,720 13,817 -- -- 22,786
Corporate Related Expenses ........ -- -- -- -- 8,297 8,297
Inventory Write-Off ............... 3,230 1,600 17,573 -- -- 22,403
Write-Down of Assets .............. 28,595 600 4,360 1,500 1,436 36,491
---------- ---------- ---------- ---------- ---------- ----------
Total ........................ $ 40,785 $ 4,170 $ 40,800 $ 1,500 $ 72,795 $ 160,050
========== ========== ========== ========== ========== ==========
</TABLE>
Approximately $136.5 million of these charges had been realized as of
December 31, 1998, with the remainder of the charges fully realized by the end
of the second quarter of 1999 in connection with planned activities. During
1999, no adjustments or reversals to the remaining accrued special charges were
necessary. The following chart summarizes the utilization of 1998 special
charges:
<TABLE>
<CAPTION>
BALANCE UTILIZED IN THE BALANCE
1998 UTILIZED AS OF SIX MONTHS ENDED AS OF
SPECIAL IN DECEMBER 31, JUNE 30, JUNE 30,
CHARGES 1998 1998 1999 1999
---------- ---------- ---------- --------------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Merger Transaction Costs(1) ............ $ 62,462 $ 62,462 $ -- $ -- $ --
Severance and Related Costs(2) ......... 7,611 -- 7,611 7,611 --
Facility Closures(3) ................... 22,786 9,957 12,829 12,829 --
Corporate Related Expenses(4) .......... 8,297 5,177 3,120 3,120 --
Inventory Write-Off(5) ................. 22,403 22,403 -- -- --
Write-Down of Assets(6) ................ 36,491 36,491 -- -- --
---------- ---------- ---------- ---------- --------
Total ............................. $ 160,050 $ 136,490 $ 23,560 $ 23,560 $ --
========== ========== ========== ========== ========
</TABLE>
(1) The merger transaction costs were incurred in the second quarter of 1998
and included $32.6 million in severance and termination costs related to
approximately 300 employees and former officers and directors, and other
employee benefits related to stock grants, in accordance with Weatherford
Enterra's employment agreements and stock option plans, and $29.9 million
in professional and financial advisory fees, filing and registration fees
and printing and mailing costs.
(2) The severance and related costs included in the 1998 fourth quarter charges
were $7.6 million for approximately 940 employees specifically identified,
with terminations completed in the first half of 1999, in accordance with
our announced plan to terminate employees.
(3) The facility and plant closures costs were $10.0 million in the second
quarter of 1998, all of which were incurred by December 31, 1998. These
costs related primarily to the elimination of duplicated manufacturing,
distribution and service locations following the merger in May 1998. The
facility and plant closures of $12.8 million were accrued in the fourth
quarter of 1998 for the consolidation and closure of approximately 100
service, manufacturing and administrative facilities in response to
declining market conditions in the fourth quarter. Such facilities were
closed by June 30, 1999.
29
<PAGE> 30
(4) The corporate related expenses of $5.2 million recorded in the second
quarter of 1998 and $3.1 million recorded in the fourth quarter of 1998
were primarily for the consolidation of corporate offices, related lease
obligations and the consolidation of technology centers due to the merger
and to align our corporate cost structure in light of the industry
conditions.
(5) The write-off of inventory was $9.9 million in the second quarter of 1998
and $12.5 million in the fourth quarter of 1998, which were reported as
cost of products. These charges relate to the write-off of inventory as a
result of the combination of EVI's and Weatherford Enterra's operations,
the rationalization of their product lines, the elimination of certain
products, services and locations due to the merger and as a result of the
decline in market conditions.
(6) The write-down of assets was $24.7 million in the second quarter of 1998
and $11.8 million in the fourth quarter of 1998. These charges primarily
relate to the write-down of equipment and other assets as a result of the
combination of EVI's and Weatherford Enterra's operations, the
rationalization of their product lines, the elimination of certain
products, services and locations due to the merger, and the specific
identification of assets which are held for sale as a result of the decline
in market conditions.
Segment Results
DRILLING AND INTERVENTION SERVICES
Our Drilling and Intervention Services Division began 1998 with strong
revenue and income growth. By the second half of 1998, this division began to
experience reductions in revenue, operating income and margins as the rig count
declined and demand for its products and services dropped. Demand in North
America continued to decline during most of 1999. Although the North American
rig count improved during the second half of 1999, a large part of the
improvement was in the lower margin markets. Demand in international markets
declined significantly during 1999 from 1998 levels, resulting in reduced
volumes and pricing pressures. Although we implemented cost reductions in this
division in 1999, the declines in revenues occurred faster than cost reductions.
The on-going cost of maintaining this division's international infrastructure,
which is necessary for its long-term success, and the cost of the integration
and assimilation of acquisitions completed in 1999 and introduction of new
businesses and products during the downturn, further eroded this division's
profitability in 1999.
We believe our Drilling and Intervention Services Division is well
positioned for growth in 2000 as the industry recovers. Results in this division
are expected to improve during 2000, with the strongest improvement occurring in
the second half of 2000 when we expect an upturn in international activity
levels. We also expect improvements in pricing to occur throughout the year and
volume increases to occur as demand improves.
The following chart sets forth additional data regarding the results of our
Drilling and Intervention Services Division for 1999 and 1998:
<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1999 1998
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues ......................................... $ 599,618 $ 739,079
Gross Profit ..................................... 171,618 247,963 (a)
Gross Profit % ................................... 28.6% 33.6%
Selling, General and Administrative .............. $ 97,581 $ 72,158
Operating Income ................................. 76,281 140,929 (a)
EBITDA ........................................... 173,432 228,311 (a)
</TABLE>
(a) Includes merger and other charges of $40.8 million, which consists of $7.3
million for facility closures, $28.6 million for the write-down of
equipment, $1.7 million for severance and $3.2 million for the write-off of
inventory. The write-off of inventory has been classified as cost of
products.
The following material items affected the results of our Drilling and
Intervention Services Division:
o Excluding the impact of 1999 acquisitions, revenues declined 23.5% from
1998. Revenues in North America decreased 18.2% while the average North
American rig count decreased 20.4% year over year. International
revenues decreased 19.5%, while the average international rig count
decreased 21.7%. The largest decreases in international revenues
occurred in Europe, Africa and Asia Pacific.
30
<PAGE> 31
o Businesses acquired during 1999 contributed $34.2 million in revenues.
o Gross profit percentage declined due primarily to pricing pressures,
especially in the higher margin international markets.
o Selling, general and administrative expenses increased as a percentage
of revenues from 9.8% in 1998 to 16.3% in 1999. The increase primarily
reflects a lower revenue base, initial costs relating to new product
lines and businesses, costs associated with the integration and
introduction of newly acquired businesses and a $5.3 million increase
in goodwill and intangible amortization. Selling, general and
administrative costs included higher costs associated with Dailey
International and Williams Tool, which had historically high selling,
general and administrative costs as a percentage of revenues. Because
these businesses were acquired during the latter half of 1999, we were
not able to achieve full cost savings from their integration in 1999.
These acquisitions, however, are now substantially integrated and we
are realizing the benefits.
o Operating income, excluding $40.8 million in charges, declined from
$181.7 million in 1998 to $76.3 million in 1999. This decline resulted
from reduced sales volume, pricing pressures, higher selling, general
and administrative costs associated with acquisitions pending their
integration, and the maintenance of our worldwide infrastructure during
a period of low activity.
COMPLETION SYSTEMS
Our Completion Systems Division has undergone substantial changes over the
past two years. In early 1998, this division's business was primarily
concentrated in the sale of liner hangers in the North Sea and the manufacture
and sale of lower margin packers and sand screens. These businesses, in
particular liner hangers sold in the North Sea market, benefited from strong
activity in early 1998 and were severely impacted by the downturn in market
conditions which occurred in late 1998 and 1999. We significantly changed the
direction of this division in 1999 through our acquisitions of Petroline and
Cardium. These acquisitions, together with a major expansion of our Nodeco liner
hanger product line into the United States in 1999, have expanded our businesses
into the higher margin premium completion markets worldwide and have added sand
control and flow control to our completion product and service offerings.
Three significant factors affected the results of this division in 1999:
(1) reduced prices and margins due to declines in demand, (2) manufacturing and
service underabsorption and (3) higher costs associated with the addition of
sales and manufacturing capabilities to several new product lines. In 2000, this
division is expected to continue to incur startup costs associated with the
expansion of its organization and business and be affected by low international
activity in the first half of the year. As a result, we currently expect that
this division will incur operating losses during the first half of the year and
begin to experience operating profits in the latter half of the year.
The following chart sets forth additional data regarding the results of our
Completion Systems Division for 1999 and 1998:
<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1999 1998
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues ............................... $ 121,136 $ 118,093
Gross Profit ........................... 19,857 27,507 (a)
Gross Profit % ......................... 16.4% 23.3%
Selling, General and Administrative .... $ 41,402 $ 28,749
Operating Loss ......................... (21,545) (3,812)(a)
EBITDA ................................. (7,428) 4,301 (a)
</TABLE>
(a) Includes merger and other charges of $4.2 million, which consists of $1.7
million for facility closures, $0.6 million for the write-down of
equipment, $0.3 million for severance and $1.6 million for the write-off of
inventory. The write-off of inventory has been classified as cost of
products.
Material items affecting the results of our Completion Systems Division for
1999 compared to 1998 were:
o Businesses acquired during 1999 contributed $19.9 million in revenues.
Excluding the impact of these acquisitions, revenues declined 14.3% from
1998 as a result of depressed market conditions during the year.
31
<PAGE> 32
o Gross profit percentage declined due to pricing pressures and an
underutilization of manufacturing facilities experienced as a result of
the depressed industry conditions. In addition, research and
development costs increased $4.3 million over the prior year as we
continue to focus on improving the technology of our products and
services.
o Selling, general and administrative expenses increased 44.0% from 1998
due to costs associated with the acquisition of businesses, the
addition of sales staff for the new product lines and goodwill
amortization of $2.9 million associated with 1999 acquisitions.
o The operating loss at this division increased from 1998 as a result of
reduced revenues before acquisitions, operating inefficiencies caused
by poor market conditions, and the higher selling, general and
administrative costs described above.
ARTIFICIAL LIFT SYSTEMS
Our Artificial Lift Systems Division was significantly affected by the
downturn in industry conditions experienced throughout 1998 and most of 1999.
The decline in oil prices resulted in a decrease in demand for this division's
products as its customers reduced and deferred purchases of products used to
produce oil, in particular heavy oil. The decline was most pronounced in Canada
and the U.S., which on a combined basis represented over 80% of this division's
revenues. In the second half of 1999 we began to see industry conditions improve
due to higher oil prices and an improved North American rig count, particularly
in Canada. The division is expected to return to greater profitability in 2000,
absent another material decline in oil prices. The level of improvement will be
dependent upon the strength of the recovery.
The following chart sets forth additional data regarding the results of our
Artificial Lift Systems Division for 1999 and 1998:
<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1999 1998
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues .................................... $ 293,529 $ 329,196
Gross Profit ................................ 102,515 101,972 (a)
Gross Profit % .............................. 34.9% 31.0%
Selling, General and Administrative ......... $ 86,434 $ 97,968
Operating Income (Loss) ..................... 16,455 (19,223)(a)
EBITDA ...................................... 36,519 (40)(a)
</TABLE>
(a) Includes merger and other charges of $40.8 million, which consists of $13.8
million for facility closures, $17.6 million for the write-off of
inventory, $5.0 million for severance and $4.4 million related to the
write-down of equipment. The write-off of inventory has been classified as
cost of products.
Material items affecting the results of our Artificial Lift Systems
Division were as follows:
o Revenues declined 10.8% from 1998 to 1999 resulting from a 14.6%
decrease in U.S. revenues and a 33.5% decline in Latin American
revenues. This deterioration was primarily driven by the declines in
the U.S. and international rig counts. Revenues in Canada were
comparable year over year due to improvements in the Canadian heavy oil
markets during the second half of 1999.
o Gross profit, excluding merger and other charges, decreased slightly
from 36.3% in 1998 to 34.9% in 1999 due to pricing pressures and
underutilization of manufacturing facilities associated with depressed
market conditions during the first half of the year.
o Selling, general and administrative expenses as a percentage of
revenues decreased slightly from 29.8% in 1998 to 29.4% in 1999 due to
the successful efforts to reduce costs in light of the depressed market
conditions.
o Operating income, excluding merger and other charges, decreased 23.6%
from $21.6 million in 1998 to $16.5 million in 1999. The decrease was
primarily attributable to reduction in revenues and depressed margins.
32
<PAGE> 33
COMPRESSION SERVICES
Our Compression Services Division was the least affected by the declines in
market conditions during 1998 and 1999 because its business is based on levels
of natural gas development and production, which has been more stable than oil
production. Revenues, margins and operating income improved from the prior year
primarily due to a better revenue mix and the impact of the joint venture
entered into with GE Capital in February 1999. This division, however, was
affected during the year with respect to pricing on the lower margin, lower
horsepower compressors. The division was also affected by costs associated with
the integration of the Weatherford and Global compression businesses.
The following chart sets forth additional data regarding the results of our
Compression Services Division for 1999 and 1998:
<TABLE>
<CAPTION>
YEAR ENDED
--------------------
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Revenues........................................... $225,917 $177,481
Gross Profit....................................... 52,317 39,656
Gross Profit %..................................... 23.2% 22.3%
Selling, General and Administrative................ $ 30,743 $ 21,064
Operating Income................................... 21,574 17,092(a)
EBITDA............................................. 54,699 40,171(a)
</TABLE>
(a) Includes merger and other charges of $1.5 million which relates primarily
to the write-down of assets.
Material items affecting the results of our Compression Services Division
for 1999 compared to 1998 were as follows:
o Revenues in 1999 were up 27.3% from 1998 levels due to the February
1999 joint venture with GE Capital and a large compression contract
with YPF in Argentina.
o Gross profit as a percentage of revenues increased from 22.3% in 1998
to 23.2% in 1999. This increase reflected a more favorable product mix
following the creation of the joint venture.
o Selling, general and administrative costs as a percentage of revenues
increased to 13.6% in 1999 from 11.9% in 1998 primarily as a result of
costs associated with the integration of the businesses acquired in the
joint venture and the costs associated with our international
expansion.
o Operating income as a percentage of revenues remained flat year over
year as improvements in operating margins were offset by higher
administrative costs associated with the integration of the GE Capital
businesses.
We currently expect that this division's results should improve in 2000 as
cost reduction measures are implemented and new projects are added.
33
<PAGE> 34
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
The following charts contain selected financial data comparing our results
from continuing operations for 1998 and 1997:
Comparative Financial Data
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------
1998 1997
------------ ------------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Revenues ............................................................. $ 1,363,849 $ 1,357,374
Gross Profit ......................................................... 417,098 (a) 419,781
Gross Profit % ....................................................... 30.6% 30.9%
Selling, General and Administrative Attributable to Segments ......... $ 219,939 $ 169,385
Corporate General and Administrative ................................. 26,020 36,896
Operating Income ..................................................... 36,171 (a) 216,082
Interest Income ...................................................... 3,093 8,329
Interest Expense ..................................................... 42,489 30,638
Income (Loss) from Continuing Operations ............................. (883)(a) 129,745
Income from Continuing Operations Excluding Goodwill Amortization,
Net of Tax ......................................................... 12,690 (a) 137,564
EBITDA (b) ........................................................... 175,729 (a) 335,403
Income (Loss) per Diluted Share from Continuing Operations ........... (0.01) 1.33
Income per Diluted Share from Continuing Operations Excluding
Goodwill Amortization, Net of Tax .................................. 0.13 1.41
</TABLE>
(a) Includes $160.0 million, $104.0 million net of tax, of merger and other
charges relating to the merger between EVI and Weatherford Enterra and a
reorganization and rationalization of our business in light of industry
conditions. Of these charges, $22.4 million related to the write-off of
inventory and have been classified as costs of products.
(b) EBITDA is calculated by taking operating income and adding back
depreciation and amortization. We have included an EBITDA calculation
because when we look at the performance of our businesses, we give
consideration to their EBITDA. Calculations of EBITDA should not be viewed
as substitutes to calculations under GAAP, in particular cash flows from
operations, operating income and net income. In addition, EBITDA
calculations by one company may not be comparable to another company's
calculations.
Sales by Geographic Region
YEAR ENDED
-------------------
1998 1997
---- ----
REGION: (a)
U.S .............................................. 47% 53%
Canada ........................................... 17% 16%
Europe ........................................... 12% 11%
Latin America .................................... 9% 7%
Africa ........................................... 7% 5%
Middle East ...................................... 4% 3%
Other ............................................ 4% 5%
--- ---
Total ...................................... 100% 100%
=== ===
(a) Sales are based on the region of origination and do not reflect sales by
ultimate destination.
Our results for 1997 reflect strong demand for our products and services
with increases in prices in most of our markets as demand exceeded supply. Most
of our businesses operated at or near full capacity during this period. Results
during the first half of 1998 continued to benefit from favorable market
conditions. However, in the second half of 1998 we saw a significant
deterioration in market conditions which materially impacted our revenue and
operating income. Our results from continuing operations for 1998 and 1997 were
also affected by the following specific items:
o Results for 1998 include $160.0 million in pretax charges for the
merger between EVI and Weatherford Enterra and charges associated with
the downturn in our industry.
o Revenues for the second six months of 1998 declined 13.0% compared to
the same period in 1997 and 15.6% compared to the first half of 1998.
34
<PAGE> 35
o The decrease in the 1998 operating income to $196.2 million, before
charges of $160.0 million, as compared to 1997 operating income of
$216.1 million, was primarily due to the depressed market conditions in
the second half of 1998.
o Businesses acquired in 1997 and 1998 contributed $264.6 million in
revenues and $9.0 million in operating income in 1998. Revenues and
operating income in 1997 from the businesses acquired in 1997 were
$69.7 million and $7.3 million, respectively.
o Businesses sold in 1997 contributed $76.9 million in revenues in 1997.
Net income for the disposed businesses was $8.3 million in 1997.
o Our interest charges for 1998 reflected higher levels of debt following
our issuance in November 1997 of $402.5 million principal amount of 5%
Convertible Subordinated Preferred Equivalent Debentures due 2027 and
borrowings used to fund acquisitions.
o Our corporate expenses as a percentage of revenues for 1998 were 1.9%
as compared to 2.7% for 1997. The percentage decrease from 1997 was
primarily attributable to the consolidation savings due to the merger
of EVI and Weatherford Enterra.
o Our effective tax rate on income from continuing operations for 1998
was 87.1% as compared to 34.5% for 1997. The 1998 rate is due in part
to the mix of foreign and U.S. tax attributes and the impact of one
time charges.
Segment Results
DRILLING AND INTERVENTION SERVICES
The following chart sets forth certain data regarding the results of our
Drilling and Intervention Services Division for 1998 and 1997:
<TABLE>
<CAPTION>
YEAR ENDED
--------------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues .................................... $ 739,079 $ 846,282
Gross Profit ................................ 247,963 (a) 289,466
Gross Profit % .............................. 33.6% 34.2%
Selling, General and Administrative ......... $ 72,158 $ 84,957
Operating Income ............................ 140,929 (a) 207,091
EBITDA ...................................... 228,311 (a) 288,134
</TABLE>
(a) Includes merger and other charges of $40.8 million, which consists of $7.3
million for facility closures, $28.6 million for the write-down of
equipment, $1.7 million for severance and $3.2 million for the write-off of
inventory. The write-off of inventory has been classified as cost of
products.
Material items affecting the results of our Drilling and Intervention
Services Division for 1998 compared to 1997 were as follows:
o North American revenues for 1998 declined by 28.7% as compared to 1997
due to an average rig count reduction of 16.7%.
o International revenues increased by 10.7% from 1997 to $380.5 million
in 1998. The most significant revenue increases occurred in the African
and Middle Eastern markets.
o Businesses sold by us in 1997 contributed $76.9 million in revenues in
1997.
o Gross profit, before charges of $3.2 million, declined only slightly
from 1997 levels as the decrease in North American revenues was offset
by increased revenues in the higher margin international markets.
o Selling, general and administrative expenses as a percentage of
revenues remained flat at approximately 10% year over year.
o Operating income, before charges of $40.8 million, declined in 1998 to
$181.7 million from $207.1 million in 1997 primarily due to the
reduction in revenues. Operating income, before charges, as a
percentage of revenues for 1998 remained comparable to 1997 at
approximately 25%.
35
<PAGE> 36
COMPLETION SYSTEMS
The following chart sets forth certain data regarding the results of our
Completion Systems Division for 1998 and 1997:
<TABLE>
<CAPTION>
YEAR ENDED
---------------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues .................................... $ 118,093 $ 82,719
Gross Profit ................................ 27,507 (a) 25,404
Gross Profit % .............................. 23.3% 30.7%
Selling, General and Administrative ......... $ 28,749 $ 17,083
Operating Income (Loss) ..................... (3,812)(a) 8,321
EBITDA ...................................... 4,301 (a) 13,416
</TABLE>
(a) Includes merger and other charges of $4.2 million, which consists of $1.7
million for facility closures, $0.6 million for the write-down of
equipment, $0.3 million for severance and $1.6 million for the write-off of
inventory. The write-off of inventory has been classified as cost of
products.
Material items affecting the results of our Completion Systems Division for
1998 compared to 1997 were as follows:
o Businesses acquired in 1998 contributed $16.1 million to 1998 revenues.
Additionally, 1998 revenues benefited from a full year of revenues
associated with businesses acquired during the second half of 1997.
These businesses contributed an additional $17.0 million in revenues in
1998.
o Gross profit was negatively impacted in 1998 by the deterioration in
market conditions which resulted in pricing pressures. This impact was
primarily felt in North America.
o Selling, general and administrative costs as a percentage of revenues
increased from 20.7% in 1997 to 24.3% in 1998 due to a $1.6 million
increase in goodwill amortization and additional costs associated with
1997 and 1998 acquisitions.
o Operating income, before merger and other charges, declined from $8.3
million in 1997 to $0.4 million in 1998. 1998 was negatively impacted
by the decline in market conditions during the second half of the year
as well as higher selling, general and administrative costs associated
with acquisitions.
ARTIFICIAL LIFT SYSTEMS
The following chart sets forth certain data regarding the results of our
Artificial Lift Systems Division for 1998 and 1997 as follows:
<TABLE>
<CAPTION>
YEAR ENDED
---------------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues .................................... $ 329,196 $ 249,476
Gross Profit ................................ 101,972 (a) 69,806
Gross Profit % .............................. 31.0% 28.0%
Selling, General and Administrative ......... $ 97,968 $ 47,014
Operating Income (Loss) ..................... (19,223)(a) 22,792
EBITDA ...................................... (40)(a) 31,736
</TABLE>
(a) Includes merger and other charges of $40.8 million, which consists of $13.8
million for facility closures, $17.6 million for the write-off of
inventory, $5.0 million for severance and $4.4 million related to the
write-down of equipment. The write-off of inventory has been classified as
cost of products.
Material items affecting the results of our Artificial Lift Systems
Division for 1998 compared to 1997 were:
o The second half of 1998 experienced a decline in revenues of 33.4%
compared to the first half of 1998.
o Revenues in 1998 related to 1997 acquisitions were $189.1 million.
36
<PAGE> 37
o Gross profit, before charges of $17.6 million, increased to $119.5
million in 1998 from $69.8 million in 1997 due to improved margins from
products sold in the first half of 1998.
o Selling, general and administrative expenses as a percentage of
revenues increased significantly from 18.8% in 1997 to 29.8% in 1998
due to higher amortization of goodwill and other intangibles relating
to the 1997 and 1998 acquisitions for this division, higher selling
costs associated with the December 1997 acquisitions of distribution
entities and system costs primarily related to Year 2000 compliance
costs.
o Operating income, before charges of $40.8 million, was down from $22.8
million in 1997 to $21.6 million in 1998 due to increased selling,
general and administrative expenses and reduced revenues associated
with industry conditions.
COMPRESSION SERVICES
The following chart sets forth certain data regarding the results of our
Compression Services Division for 1998 and 1997 as follows:
<TABLE>
<CAPTION>
YEAR ENDED
--------------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Revenues .................................... $ 177,481 $ 178,897
Gross Profit ................................ 39,656 35,105
Gross Profit % .............................. 22.3% 19.6%
Selling, General and Administrative ......... $ 21,064 $ 20,331
Operating Income ............................ 17,092 (a) 14,774
EBITDA ...................................... 40,171 (a) 36,440
</TABLE>
(a) Includes merger and other charges of $1.5 million which relates primarily
to the write-down of assets.
Material items affecting the results of our Compression Services Division
for 1998 compared to 1997 were:
o Revenues in 1998 were down slightly from 1997. In the second half of
1998 revenues were down approximately 3.2% from the first half of 1998.
o Gross profit as a percentage of revenues increased from 19.6% in 1997
to 22.3% in 1998. This increase reflected an improvement in the design
of the compressor packages sold and operational efficiencies.
o The increase in selling, general and administrative expenses for 1998
compared to 1997 primarily reflects costs associated with the expansion
into international markets.
o Operating income before charges was $18.6 million in 1998 which
benefited from improved margins.
DISCONTINUED OPERATIONS
Our discontinued operations consist of our Grant Prideco Drilling Products
Division. Results from discontinued operations were as follows:
o We had a loss from discontinued operations, net of taxes, for the year
ended December 31, 1999 of $37.1 million. Included in this loss are
$3.6 million, net of taxes, of estimated transaction costs which were
accrued in the third quarter of 1999. Additionally, the loss includes a
one-time charge of $6.1 million, net of taxes, directly related to a
pending termination of Grant Prideco's existing manufacturing
arrangement in India.
o We had income from discontinued operations, net of taxes, of $65.7
million and $67.0 million for the years ended December 31, 1998 and
1997. The results for 1998 include merger and other charges of $35.0
million, comprised of $5.1 million for facility closures and exit
costs, $0.2 million of severance and related costs, $28.5 million for
the write-off of inventory and $1.2 million for the write-down of
equipment.
The decline in Grant Prideco's net income from 1998 to 1999 was primarily
attributable to the severe downturn in the businesses of Grant Prideco in the
latter half of 1998 and during 1999 due to the decline in drilling activity and
low oil prices. Material items affecting Grant Prideco's results for 1999
compared to 1998 included:
o Decreased revenues due to a more than 60% drop in drill stem sales.
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<PAGE> 38
o Lower premium tubular and connection sales due to reduced offshore
activity, lower distributor purchases and a decline in tubular
processing activity.
o A $9.5 million pretax writedown associated with the decision by Grant
Prideco to terminate a manufacturing arrangement with Oil Country
Tubular Limited ("OCTL") in India. The decision to terminate this
manufacturing arrangement was due to a combination of factors,
including the downturn in the market and political instability in
India. Grant Prideco continues to have approximately $17.3 million in
outstanding receivables and advances owed to it by OCTL, and it is in
the process of seeking to collect on those amounts in cash, conversion
into equity of OCTL and product deliveries.
o Grant Prideco experienced high manufacturing and unabsorbed costs due
to the fixed costs associated with its manufacturing operations and
plant underutilization.
o Grant Prideco's gross profit, gross profit percentages and operating
income all declined in 1999 compared to 1998 due to lower sales volume,
pricing pressure and high fixed costs.
o In December 1998, Grant Prideco acquired from Tubos de Acero de Mexico,
S.A. (TAMSA) 93% of the outstanding shares of T.F. de Mexico, which
owned the manufacturing facility in Veracruz, Mexico that Grant
Prideco was operating under a capital lease arrangement. As part of the
consideration Grant Prideco paid in the acquisition, Grant Prideco sold
the international rights, excluding Canada, to Grant Prideco's Atlas
Bradford tubular connection line for carbon grade tubular to TAMSA
through a license arrangement. This license resulted in the sale of all
of Grant Prideco's rights, effective upon the closing of this
transaction. Grant Prideco retained no obligations with respect to the
development, maintenance or improvement of the Atlas Bradford
connection line for the international market, and TAMSA has no
obligation to give Grant Prideco any additional consideration for this
license. Any further support by Grant Prideco is provided on a fee
basis. The rights Grant Prideco sold through this license arrangement
had a fair value of $9.0 million. As a result, in December 1998 Grant
Prideco recorded $9.0 million in revenues to recognize the sale of
Grant Prideco's international rights to the Atlas Bradford connection
line.
o Grant Prideco's corporate general and administrative expenses in 1999
increased approximately 5% compared to 1998 due to increased management
fees from us and higher corporate and overhead costs relating to the
addition of staff in anticipation of the spin-off.
Grant Prideco's results for 1998 compared to 1997 reflected improved market
conditions during the first half of 1998. During the first half of 1998,
operations benefited from strong demand and pricing as well as a large backlog
going into the second half of 1998. As the year progressed, demand declined and
prices began to soften. This decline in demand and prices, however, did not
materially affect results due to the backlog that existed during the year.
Results for 1998 also included a $35.0 million charge associated with market
changes that occurred during 1998. Excluding these charges, results for 1998 as
compared to 1997 were significantly higher due to the higher margins and prices
received on sales. The higher margins and prices reflected improved demand
during the first half of 1998 and that Grant Prideco's facilities were operating
at near capacity.
EXTRAORDINARY CHARGE
In 1997, we recorded an extraordinary charge of $9.0 million, net of taxes,
related to our acquisition of approximately $120.0 million principal amount of
our 10 1/4% Senior Notes due 2004 and 10 1/4% Senior Notes due 2004, Series B.
LIQUIDITY AND CAPITAL RESOURCES
Our current sources of capital are existing cash, cash generated from
operations and borrowings under bank lines of credit. We believe that the
current reserves of cash, access to our existing credit lines and internally
generated cash from operations are sufficient to finance the projected cash
requirements of our current and future operations. We are continually reviewing
acquisitions in our markets. Depending upon the size, nature and timing of an
acquisition, we may need additional capital in the form of either debt, equity
or a combination of both.
The following chart contains information regarding our continuing
businesses' capital resources, borrowings and exposures as of December 31, 1999
and 1998:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1999 1998
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Cash and Cash Equivalents ........................... $ 44,361 $ 34,131
Short-Term Borrowings and Current Portion
of Long-Term Debt ................................. 322,767 152,194
Letters of Credit Outstanding ....................... 27,791 23,222
Cumulative Foreign Currency Translation
Adjustment ........................................ (89,797) (76,389)
Net International Assets Hedged
(U.S. Dollar Equivalent) .......................... 14,745 33,365
</TABLE>
The increase in our cash and cash equivalents since December 31, 1998, was
primarily attributable to the following:
o Net cash inflow of $23.3 million from continuing operating activities.
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<PAGE> 39
o Net cash inflow of $39.8 million from discontinued operating
activities.
o Borrowings, net of repayments, on term debt and other short-term
facilities for continuing operations of $163.3 million. Repayments on
term debt of $57.1 million for discontinued operations.
o Proceeds from the sale of property, plant and equipment of $32.5
million.
o Proceeds from the sale of our compression manufacturing business of
$14.6 million.
o Proceeds from the sale and leaseback of compression units by our
compression joint venture of $139.8 million. Of these proceeds, $65.4
million were subsequently paid to GE Capital under the terms of the
joint venture agreement.
o Capital expenditures for property, plant and equipment for continuing
operations of $174.3 million, which includes $94.8 million for our
Compression Services Division funded primarily through sale and
leaseback arrangements.
o Acquisition of new businesses for approximately $68.9 million in cash,
net of cash acquired.
o Acquisitions and capital expenditures for discontinued operations of
$34.1 million.
The functional currency for most of our international operations is the
applicable local currency. Assets and liabilities of those foreign subsidiaries
are translated using the exchange rates in effect at the balance sheet date,
resulting in translation adjustments which are reflected as accumulated other
comprehensive loss in the stockholders' equity section on our balance sheet.
Approximately 35% of our net assets are impacted by changes in foreign
currencies in relation to the U.S. dollar. We recorded a $13.4 million
adjustment to our equity account for the year ended December 31, 1999 to reflect
the net impact of the decline in various foreign currencies against the U.S.
dollar.
A discussion of our market risk exposures in financial instruments and
additional currency exposures appears below under the heading "Quantitative and
Qualitative Market Risk Disclosure."
Banking Facilities
In May 1998, we put in place a five-year unsecured revolving credit
facility that allows us to borrow up to $250.0 million at any time. The facility
consists of a $200.0 million U.S. credit facility and a $50.0 million Canadian
credit facility. Borrowings under this facility bear interest at a variable rate
based on the U.S. prime rate or LIBOR. Our weighted average cost of borrowings
under this facility for 1999 was 5.77%. Our credit facility contains customary
affirmative and negative covenants, including a maximum debt to capitalization
ratio, a minimum interest coverage ratio, a limitation on liens and a limitation
on asset dispositions. At December 31, 1999, we had $67.7 million available for
borrowing under this credit facility.
We also engage in unsecured short-term borrowings with various institutions
pursuant to uncommitted facilities and bid note arrangements. At December 31,
1999, we had $132.1 million in unsecured short-term borrowings outstanding under
these arrangements having an average interest rate of 5.32% per annum.
Convertible Subordinated Debentures
In November 1997, we completed a private placement of $402.5 million
principal amount of our 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027. The net proceeds from the Debentures were $390.9 million.
The Debentures bear interest at an annual rate of 5% and are convertible into
our common stock at a price of $80 per share. We have the right to redeem the
Debentures at any time on or after November 4, 2000, at redemption prices
provided for in the indenture agreement, and the Debentures are subordinated in
right of payment of principal and interest to the prior payment in full of
certain existing and future senior indebtedness. We also have the right to defer
payments of interest on the Debentures by extending the quarterly interest
payment period on the Debentures for up to 20 consecutive quarters at any time
when we are not in default in the payment of interest.
Under the terms of the Debentures, the conversion rate for the Debentures
will be adjusted following our spin off of Grant Prideco. The following sets
forth the formula for the adjustment to the conversion rights of the Debentures
for the proposed spin-off.
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<PAGE> 40
New Conversion Price = (Original Conversion Price) (A - B)
-------
(A)
Original Conversion Price = $80 per share
A = The market price per share of our common stock on the distribution
date of the Grant Prideco common stock, which we expect will be on or
about April 14, 2000 (the "Distribution Date"). The market price of
our common stock for purposes of the adjustment is defined in Section
6.3(g) of the First Supplemental Indenture and is equal to the daily
average of the last recorded sale price (regular way) per share of
our common stock as reported on the New York Stock Exchange Composite
Tape for each of the ten trading days ending on and including the
Distribution Date.
B = Fair market value per share of the Grant Prideco common stock to be
distributed as determined in good faith by our Board of Directors.
The Board of Directors has determined that the fair market value of
each share of Grant Prideco common stock at the time of the
distribution will equal the daily average of the last recorded sale
price (when-distributed) per share of the Grant Prideco common stock
as reported on the New York Stock Exchange Composite Tape for the ten
trading days ending on and including the Distribution Date. If,
however, there are less than ten trading days for the Grant Prideco
common stock ending on and including the Distribution Date, then the
daily average shall be based on the actual number of trading days of
Grant Prideco common stock ending on and including the Distribution
Date.
7 1/4% Senior Notes Due 2006
We have outstanding $200.0 million of publicly traded 7 1/4% Senior Notes
due May 15, 2006. Interest on the 7 1/4% Senior Notes is payable semi-annually
on May 15 and November 15.
Compression Financing
Our Compression Services Division has entered into various sale and
leaseback arrangements where it has sold $239.8 million of compression units and
has a right to sell up to another $110.2 million of compression units. Under
these arrangements, legal title to the compression units are sold to third
parties and leased back to the division under a five year operating lease with a
market-based purchase option.
As of December 31, 1998, our Compression Services Division had sold
compressors under these arrangements having appraised values of $119.6 million
and had received cash in the amount of $100.0 million and a receivable of $19.6
million. During the year ended December 31, 1999, our Compression Services
Division received $19.6 million of cash related to 1998 sales and $120.2 million
as a result of transactions completed during 1999.
Of the proceeds received by our Compression Services Division from the sale
and leaseback of the compressor units, $100.0 million was distributed to us in
1998 by the division and $65.4 million was distributed to GE Capital in 1999 as
part of the joint venture. The remaining proceeds of these sales were utilized
by the joint venture for internal corporate purposes and growth. We have
guaranteed certain of the obligations of the joint venture with respect to the
sale of $200.0 million of the compression units. The remaining sales by the
joint venture were done on a non-recourse basis to us and are limited solely to
the assets of the joint venture.
Our Compression Services Division continues to review potential projects
for expansion of its operations both domestically and internationally. Depending
on the size of these projects, we expect that the financing of the projects will
be funded with the joint venture's cash flow from operations, proceeds from its
sale and leaseback arrangements or project or similar type financing.
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<PAGE> 41
Grant Prideco Note
In connection with the spin-off, Grant Prideco will issue an unsecured
subordinated note to us in the amount of $100.0 million. The $100.0 million
obligation to us will bear interest at an annual rate equal to 10.0%. Interest
payments will be due quarterly, and principal and all unpaid interest will be
due no later than March 31, 2002. Under the terms of the note, Grant Prideco is
required to repay this note with the proceeds of any debt or equity financing,
excluding financing under a credit facility or any equity issued in connection
with a business combination. The indebtedness of Grant Prideco to us will be
subordinated to the working capital obligations of Grant Prideco to its banks.
Grant Prideco currently intends to repay the obligations within 12 months from
the completion of the spin-off, pursuant to an anticipated public debt
financing. The timing of Grant Prideco's repayment of this indebtedness,
however, will be dependent upon market conditions.
Capital Expenditures
Our capital expenditures for property, plant and equipment for our
continuing operations for 1999 were $174.3 million and primarily related to
compression and other rental equipment, fishing tools and tubular service
equipment. Included within our 1999 capital expenditures was $94.8 million for
our Compression Services Division which primarily related to U.S. assets and our
long-term contract with YPF. A portion of the 1999 capital expenditures related
to projects initiated at the end of 1998. Capital expenditures in 2000 are
expected to be approximately $110.0 million, excluding capital expenditures for
our compression operations. Capital expenditures for our compression operations
will be based on contract needs and the timing of new projects entered into by
our compression joint venture and may involve the use of sale and leaseback
arrangements.
Our compression operations are, by their nature, capital intensive and in
the event of growth require substantial investments in compressor units. We
expect that future capital investments by our Compression Services Division will
be financed by our compression joint venture through debt, sale and leaseback
arrangements and other similar financing structures that are repaid from the
cash flows generated from the compressor units over the projected term of rental
of the equipment.
Acquisitions and Joint Venture
We have grown substantially over the years through selective acquisitions
and combinations. The following table summarizes our 1999 and 1998 acquisitions
by operating segment:
<TABLE>
<CAPTION>
1999 1998
------------------------------------- --------------------------------------
CASH PAID, CASH PAID,
NET OF TOTAL NET OF TOTAL
SEGMENT STOCK ($) CASH ACQUIRED CONSIDERATION STOCK ($) CASH ACQUIRED CONSIDERATION
------- ---------- ------------- ------------- ---------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Drilling and Intervention
Services ........................ $ 228,302 $ 26,688 $ 254,990 $ -- $ 74,266 $ 74,266
Completion Systems ................ 129,629 43,765 173,394 -- 27,269 27,269
Artificial Lift Systems(a) ........ -- (1,599) (1,599) 30,753 47,495 78,248
---------- ---------- ---------- ---------- ---------- ----------
Total ..................... $ 357,931 $ 68,854 $ 426,785 $ 30,753 $ 149,030 $ 179,783
========== ========== ========== ========== ========== ==========
</TABLE>
(a) 1999 cash paid, net of cash acquired, includes a net effect of cash
retained by us in the Christiana Companies, Inc. acquisition.
In February 1999, we completed a joint venture with GE Capital in which we
combined our compression services operations with GE Capital's Global
Compressions Services operations. The joint venture, which is known as
Weatherford Global Compression Services, is the world's second largest provider
of natural gas contract compression services and owns or manages over 4,000
compression units worldwide having more than one million horsepower. We own 64%
of the joint venture and GE Capital owns 36%. We have the right to acquire GE
Capital's interest at anytime at a price equal to a third party market
determined value that is not less than book value (currently approximately
$200.0 million). GE Capital also has the right to require us to purchase its
interest at any time after February 2001 at a third party market determined
value as well as request a public offering of its interest after that date, if
we have not purchased its interest by that time.
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<PAGE> 42
In February 1999, we completed our acquisition of Christiana for
approximately 4.4 million shares of common stock and $20.6 million cash. In the
acquisition we acquired through Christiana (1) 4.4 million shares of our common
stock, (2) cash, after distribution to the Christiana shareholders, equal to the
amount of Christiana's outstanding tax and other liabilities and (3) a one-third
interest in Total Logistic Control, a refrigerated warehouse, trucking and
logistics company. We acquired Christiana because it gave us a unique
opportunity to own an interest in Total Logistic for essentially no
consideration. Our investment in Total Logistic is held by us as a passive
investment.
In August 1999, we completed our acquisition of Dailey International
pursuant to a pre-negotiated plan of reorganization in bankruptcy. Under the
terms of the acquisition, we issued a total of approximately 4.3 million shares
of our common stock to the Dailey International noteholders and stockholders. Of
the total number shares issued, we issued approximately 4.0 million shares to
the Dailey International noteholders and approximately 0.3 million shares to the
Dailey International common stockholders. At the time of our acquisition of
Dailey International, we held approximately 24% of Dailey's Senior Notes which
we contributed to Dailey International. In connection with the transaction we
hold approximately 1.2 million shares of our common stock as treasury shares.
The total purchase price for Dailey International, excluding assumed liabilities
of Dailey International that were not impaired in the bankruptcy, was
approximately $185.0 million. Dailey International is a leading provider of
specialty air, underbalanced and directional drilling equipment and services to
the oil and gas industry and designs, manufactures and rents proprietary
downhole tools for oil and gas drilling and workover applications worldwide.
In September 1999, we acquired Petroline for total consideration of
approximately $161.8 million, consisting of $32.2 million in cash and 3.8
million shares of our common stock. We also agreed to pay to the sellers
additional funds in the event they resell the shares of our common stock
received by them in the acquisition in certain market transactions at a price
less than $35.175 per share. This obligation continues until October 2000.
Petroline, based in Aberdeen, Scotland, is a provider of premium completion
products and services to the international oil and gas industry. Petroline is
the leading provider of flow control equipment in the North Sea and was the
first company to successfully introduce completion products using new expandable
tube technology.
In September 1999, we acquired Williams Tool for 1.8 million shares of our
common stock. Williams Tool, based in Fort Smith, Arkansas, offers a full range
of rotating control heads for horizontal, underbalanced and low hydrostatic head
drilling operations. Williams Tool products are used to control flow from the
wellbore to reduce the risk of blowouts when oil, gas, geothermal and coal gas
methane wells are being drilled with light fluids.
We also effected various other acquisitions integrating into our continuing
operations during 1999 for total consideration of $60.9 million. Various
acquisitions were effected during 1999 for Grant Prideco for total consideration
of $21.5 million cash, 0.2 million shares of our common stock and assumed debt
of $25.4 million.
Some of our acquisitions have resulted in substantial goodwill associated
with their operations, including goodwill of approximately $364.1 million
relating to our acquisitions in 1999. The amortization expense for goodwill and
other intangibles during 1999 was $28.0 million.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities. SFAS No. 133 provides a comprehensive and consistent
standard for the recognition and measurement of derivatives and hedging
activities. In June 1999, the FASB issued SFAS No. 137, Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
SFAS No. 133, amending the effective date of SFAS No. 133 to fiscal years
beginning after June 15, 2000. We plan to adopt SFAS No. 133 in 2001. We are
currently evaluating the impact of SFAS No. 133 on our consolidated financial
statements but do not anticipate that adoption of this statement will have a
material impact.
YEAR 2000 MATTERS
The Year 2000 issue is the risk that information systems, computers,
equipment and products using date-sensitive software or containing computer
chips with two-digit date fields will be unable to correctly process the Year
2000 date change. If not identified and corrected, failures could occur in our
software, hardware, equipment and products and those of our suppliers, vendors
and customers that could result in interruptions in our business. Any failure
could have a material impact on us.
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<PAGE> 43
In response to the Year 2000 issue, we prepared and implemented a
comprehensive, multi-step plan to assess and remediate significant Year 2000
issues in our:
o Information technology systems, including computer software and
hardware.
o Non-information technology systems utilizing date-sensitive software or
computer chips, including products, facilities, equipment and other
infrastructures.
In addition to our assessment and review of our own systems, we
communicated with our third-party contractors, such as vendors, service
providers and customers, for the purpose of evaluating their readiness for the
Year 2000 and determining the extent to which we may be affected by the
remediation of their systems, software, applications and products.
All phases of our Year 2000 Plan have been completed. In connection with
the implementation and completion of our Year 2000 Plan, we incurred pretax
expenditures of approximately $11.2 million since January 1998. Approximately
$9.6 million has been incurred in connection with the replacement of our
business application software and approximately $1.6 million has been incurred
in connection with the replacement of certain information technology hardware
systems. The 1999 expenditures associated with our Year 2000 Plan represent
approximately 15% of our management information systems department's budget for
1999. Various other information technology projects that are not related to the
Year 2000 issue have been deferred due to the Year 2000 efforts. The effects of
these delays are not expected to have a material impact on us.
To date, we do not know of any failures of our software, hardware,
equipment or products or those of our suppliers, vendors or customers as a
result of the occurrence of the Year 2000 date change; however, any such failure
could have a material impact on us. Because no material adverse effects from the
Year 2000 have occurred, we are unable to predict the most likely worst case
Year 2000 scenario. We do not believe, however, that the worst case scenario
will be material to us.
The above discussion of our efforts and expectations relating to the risks
and uncertainties associated with the Year 2000 issues and our Year 2000 plan
contain forward-looking statements. These risks and uncertainties include, but
are not limited to, unanticipated problems encountered by us and/or our
suppliers, vendors and customers.
ITEM 7A. QUANTITATIVE AND QUALITATIVE MARKET RISK DISCLOSURES
We are currently exposed to market risk from changes in foreign currency
and changes in interest rates. A discussion of our market risk exposure in
financial instruments follows.
FOREIGN CURRENCY EXCHANGE RATES
Because we operate in virtually every oil and gas exploration and
production region in the world we conduct a portion of our business in
currencies other than the U.S. dollar. Although most of our international
revenues are denominated in the local currency, the effects of foreign currency
fluctuations are largely mitigated because local expenses of such foreign
operations also generally are denominated in the same currency. The impact of
exchange rate fluctuations during the years ended 1999, 1998 and 1997 did not
have a material effect on reported amounts of revenues or net income.
We enter into forward exchange contracts only as a hedge against certain
existing economic exposures, and not for speculative or trading purposes. These
contracts reduce exposure to currency movements affecting existing assets and
liabilities denominated in foreign currencies, such exposure resulting primarily
from intercompany loans and debt arrangements. The future value of these
contracts and the related currency positions are subject to offsetting market
risk resulting from foreign currency exchange rate volatility. The
counterparties to these foreign exchange contracts are creditworthy
multinational commercial banks. We believe that the risk of counterparty
nonperformance is immaterial.
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<PAGE> 44
As of December 31, 1999, we had a contract to purchase 319.8 million
Austrian schillings for $23.9 million and a contract to sell 24.0 million U.K.
pounds sterling for $38.6 million. The Austrian schillings contract was entered
into on behalf of Grant Prideco in order to hedge debt denominated in Austrian
schillings for 319.8 million associated with Grant Prideco's acquisition of a
50.01% interest in Voest-Alpine Stahlrohr Kindberg GmbH & Co. The U.K. pounds
sterling contract relates to an intercompany receivable. Gains and losses on
these contacts are recognized currently in earnings, offsetting the impact of
the change in the fair value of the asset or liability being hedged.
Settlement of forward exchange contracts resulted in net cash inflows
totaling $1.8 million, $0.4 million and $5.2 million during the years ended
December 31, 1999, 1998, and 1997, respectively. The net cash inflows vary from
year to year due to differences in the forward rate and the spot rate on the
date of settlement. This difference may result in material net inflows and
outflows if the currency is volatile. For instance, if the spot rate for the
U.K. pound sterling contract was to unfavorably fluctuate 5% from the spot rate
on the date of settlement we would experience a $1.9 million cash outflow. We
believe that this risk is mitigated because we enter into contracts with terms
of 30 to 60 days. However, there can be no assurance that volatility similar or
greater than that experienced in the past could not occur in the future.
INTEREST RATES
We are subject to interest rate risk on our long-term fixed interest rate
debt and, to a lesser extent, variable interest rate borrowings. Our long-term
borrowings primarily consist of the $200.0 million principal of the 7 1/4%
Senior Notes due 2006 and the $402.5 million principal of the 5% Convertible
Subordinated Preferred Equivalent Debentures due 2027. Changes in interest rates
would, assuming all other things being equal, cause the fair market value of
debt with a fixed interest rate to increase or decrease, and thus increase or
decrease the amount required to refinance the debt. As of December 31, 1999 and
1998, the fair value of the Senior Notes approximated the carrying value and the
fair market value of the Debentures was $307.9 million and $249.6 million,
respectively. The fair value of the Senior Notes is principally dependent on
changes in prevailing interest rates, whereas the fair value of the Debentures
is principally dependent on prevailing interest rates and our current stock
price as it relates to the conversion price of $80 per share of our common
stock.
We have various other debt instruments but believe that the impact of
changes in interest rates in the near term will not be material to these
instruments.
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<PAGE> 45
ITEM 8. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Public Accountants.................................................................. 46
Consolidated Balance Sheets as of December 31, 1999 and 1998.............................................. 47
Consolidated Statements of Operations for each of the three years in the period ended December 31, 1999... 48
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended
December 31, 1999...................................................................................... 49
Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 1999...................................................................................... 50
Notes to Consolidated Financial Statements................................................................ 51
Financial Statement Schedule:
II. Valuation and Qualifying Accounts and Allowances................................................... 78
</TABLE>
All other schedules are omitted because they are not required or because
the required information is included in the financial statements or notes
thereto.
45
<PAGE> 46
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Weatherford International, Inc.:
We have audited the accompanying consolidated balance sheets of Weatherford
International, Inc. (a Delaware corporation) and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Weatherford
International, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplemental schedule II
relating to Weatherford International, Inc. and subsidiaries is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not a required part of the basic consolidated financial statements. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements of
Weatherford International, Inc. and subsidiaries taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
January 28, 2000
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<PAGE> 47
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and Cash Equivalents........................................................ $ 44,361 $ 34,131
Accounts Receivable, Net of Allowance for Uncollectible Accounts of
$19,882 in 1999 and $19,398 in 1998............................................. 352,139 271,867
Inventories...................................................................... 364,607 298,555
Current Deferred Tax Asset....................................................... 55,587 44,218
Other Current Assets............................................................. 52,455 83,325
----------- -----------
869,149 732,096
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Land, Buildings and Other Property............................................... 190,332 162,466
Rental and Service Equipment..................................................... 1,107,750 902,939
Machinery and Equipment.......................................................... 377,413 312,611
----------- -----------
1,675,495 1,378,016
Less: Accumulated Depreciation.................................................. 776,499 748,740
----------- -----------
898,996 629,276
GOODWILL, NET......................................................................... 991,679 648,570
NET ASSETS OF DISCONTINUED OPERATIONS................................................. 553,861 545,211
DEFERRED TAX ASSET.................................................................... 66,077 16,738
OTHER ASSETS.......................................................................... 134,027 66,721
----------- -----------
$3,513,789 $ 2,638,612
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-Term Borrowings and Current Portion of Long-Term Debt...................... $ 322,767 $ 152,194
Accounts Payable................................................................. 117,530 92,274
Accrued Salaries and Benefits.................................................... 55,586 40,127
Current Tax Liability............................................................ 31,301 21,839
Other Accrued Liabilities........................................................ 138,896 106,139
----------- -----------
666,080 412,573
LONG-TERM DEBT........................................................................ 226,603 220,398
MINORITY INTEREST..................................................................... 198,597 2,888
DEFERRED INCOME TAXES AND OTHER....................................................... 186,611 106,373
5% CONVERTIBLE SUBORDINATED PREFERRED EQUIVALENT
DEBENTURES........................................................................ 402,500 402,500
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $1 Par Value, Authorized 250,000 Shares, Issued
120,200 Shares in 1999 and 103,513 Shares in 1998............................... 120,200 103,513
Capital in Excess of Par Value................................................... 1,526,648 1,052,899
Treasury Stock, at Cost.......................................................... (309,963) (193,328)
Retained Earnings................................................................ 586,310 607,185
Accumulated Other Comprehensive Loss............................................. (89,797) (76,389)
----------- -----------
1,833,398 1,493,880
----------- -----------
$ 3,513,789 $ 2,638,612
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
47
<PAGE> 48
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Products........................................................ $ 562,922 $ 603,765 $ 486,108
Services and Rentals............................................ 677,278 760,084 871,266
----------- ----------- -----------
1,240,200 1,363,849 1,357,374
COSTS AND EXPENSES:
Cost of Products................................................ 399,167 444,099 356,779
Cost of Services and Rentals.................................... 494,726 502,652 580,814
Selling, General and Administrative Attributable to
Segments....................................................... 256,160 219,939 169,385
Corporate General and Administrative............................ 25,947 26,020 36,896
Equity in Earnings of Unconsolidated Affiliates................. (2,618) (2,679) (2,582)
Merger Costs and Other Charges.................................. -- 137,647 --
----------- ----------- ----------
1,173,382 1,327,678 1,141,292
----------- ----------- -----------
OPERATING INCOME..................................................... 66,818 36,171 216,082
OTHER INCOME (EXPENSE):
Interest Income................................................. 3,179 3,093 8,329
Interest Expense................................................ (44,904) (42,489) (30,638)
Other, Net...................................................... 3,291 (2,860) 4,394
----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST.............. 28,384 (6,085) 198,167
(PROVISION) BENEFIT FOR INCOME TAXES................................. (8,477) 5,297 (68,311)
----------- ----------- ------------
INCOME (LOSS) BEFORE MINORITY INTEREST............................... 19,907 (788) 129,856
MINORITY INTEREST EXPENSE, NET OF TAXES.............................. (3,701) (95) (111)
----------- ----------- -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS............................. 16,206 (883) 129,745
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES............. (37,081) 65,720 67,028
EXTRAORDINARY CHARGE, NET OF TAXES................................... -- -- (9,010)
----------- ----------- ------------
NET INCOME (LOSS).................................................... $ (20,875) $ 64,837 $ 187,763
=========== =========== ===========
BASIC EARNINGS (LOSS) PER SHARE:
Income (Loss) From Continuing Operations......................... $ 0.16 $ (0.01) $ 1.35
Income (Loss) From Discontinued Operations....................... (0.37) 0.68 0.69
Extraordinary Charge............................................. -- -- (0.09)
----------- ----------- -----------
Net Income (Loss) Per Share...................................... $ (0.21) $ 0.67 $ 1.95
=========== =========== ===========
Basic Weighted Average Shares Outstanding........................ 101,245 97,065 96,052
=========== =========== ===========
DILUTED EARNINGS (LOSS) PER SHARE:
Income (Loss) From Continuing Operations......................... $ 0.16 $ (0.01) $ 1.33
Income (Loss) From Discontinued Operations....................... (0.36) 0.68 0.68
Extraordinary Charge............................................. -- -- (0.09)
----------- ----------- -----------
Net Income (Loss) Per Share...................................... $ (0.20) $ 0.67 $ 1.92
=========== =========== ===========
Diluted Weighted Average Shares Outstanding...................... 102,889 97,065 97,562
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
48
<PAGE> 49
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME
(LOSS)
------------------------
CUMULATIVE
FOREIGN UNREALIZED
COMMON STOCK CAPITAL IN CURRENCY GAIN ON TREASURY STOCK TOTAL
------------------- EXCESS OF RETAINED TRANSLATION MARKETABLE ------------------ STOCKHOLDERS'
SHARES $1 PAR PAR VALUE EARNINGS ADJUSTMENT SECURITIES SHARES AMOUNT EQUITY
-------- ---------- ----------- ---------- --------------------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996.. 95,493 $ 95,493 $ 854,055 $ 355,660 $ (11,480) $ 2,381 (297) $ (3,405) $ 1,292,704
Total Comprehensive
Income (Loss)............... -- -- -- 187,763 (27,014) (2,381) -- -- 158,368
Effect of Immaterial Pooling.. 946 946 (717) (1,075) -- -- -- -- (846)
Replacement Shares (Shares
Acquired) from
GulfMark Merger............. 4,471 4,471 142,788 -- -- -- (4,471) (147,259) --
Shares Issued Under Employee
Benefit Plans............... 11 11 464 -- -- -- -- -- 475
Stock Grants and Options
Exercised................... 1,037 1,037 12,635 -- -- -- (5) (247) 13,425
Tax Benefit of Options
Exercised................... -- -- 8,799 -- -- -- -- -- 8,799
Purchase of Treasury Stock
Under Stock Repurchase Plan. -- -- -- -- -- -- (275) (11,860) (11,860)
Purchase of Treasury Stock
for Executive Deferred
Compensation Plan........... -- -- -- -- -- -- (48) (2,516) (2,516)
------- -------- ---------- -------- -------- ------- ------- --------- ----------
Balance at December 31, 1997.. 101,958 101,958 1,018,024 542,348 (38,494) -- (5,096) (165,287) 1,458,549
Total Comprehensive Income
(Loss)...................... -- -- -- 64,837 (37,895) -- -- -- 26,942
Shares Issued in an
Acquisition................. 727 727 30,026 -- -- -- -- -- 30,753
Shares Issued Under Employee
Benefit Plans............... 12 12 312 -- -- -- -- -- 324
Stock Grants and Options
Exercised................... 2,115 2,115 40,627 -- -- -- (1,240) (38,215) 4,527
Tax Benefit of Options
Exercised................... -- -- 7,760 -- -- -- -- -- 7,760
Purchase of Treasury Stock
Under Stock Repurchase Plan. -- -- -- -- -- -- (993) (37,585) (37,585)
Purchase of Treasury Stock
for Executive Deferred
Compensation Plan........... -- -- -- -- -- -- (79) (2,769) (2,769)
Retirement of Treasury Stock.. (1,299) (1,299) (49,229) -- -- -- 1,299 50,528 --
Recognition of Deferred
Compensation Due to Merger.. -- -- 5,379 -- -- -- -- -- 5,379
------- -------- ---------- -------- -------- ------- ------- --------- ----------
Balance at December 31, 1998.. 103,513 103,513 1,052,899 607,185 (76,389) -- (6,109) (193,328) 1,493,880
Total Comprehensive Loss...... -- -- -- (20,875) (13,408) -- -- -- (34,283)
Shares Issued in Acquisitions. 11,986 11,986 397,083 -- -- -- (1,226) (33,694) 375,375
Replacement Shares (Shares
Acquired) from Christiana
Merger...................... 4,400 4,400 69,571 -- -- -- (4,400) (73,971) --
Shares Issued Under Employee
Benefit Plans............... 15 15 390 -- -- -- -- -- 405
Stock Grants and Options
Exercised................... 286 286 3,630 -- -- -- (114) (4,744) (828)
Tax Benefit of Options
Exercised................... -- -- 3,075 -- -- -- -- -- 3,075
Purchase of Treasury Stock
for Executive Deferred
Compensation Plan........... -- -- -- -- -- -- (109) (4,226) (4,226)
------- -------- ---------- -------- -------- ------- ------- --------- ----------
Balance at December 31, 1999.. 120,200 $120,200 $1,526,648 $586,310 $(89,797) $ -- (11,958) $(309,963) $1,833,398
======= ======== ========== ======== ======== ======= ======= ========= ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
49
<PAGE> 50
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)..................................................... $(20,875) $ 64,837 $ 187,763
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by
Operating Activities:
Non-Cash Portion of Merger Costs and Other Charges.................. -- 94,095 --
Depreciation and Amortization....................................... 166,658 139,558 119,321
Net (Income) Loss from Discontinued Operations...................... 37,081 (65,720) (67,028)
Gain on Sale of Assets, Net......................................... (12,628) (35,315) (20,056)
Minority Interest Expense, Net of Tax............................... 3,701 95 111
Extraordinary Charge on Prepayment of Debt, Net..................... -- -- 9,010
Deferred Income Tax Provision (Benefit) from Continuing Operations.. (15,716) (15,989) 20,515
Provision for Uncollectible Accounts Receivable..................... 5,083 2,189 13,088
Change in Assets and Liabilities, Net of Effects of Businesses
Acquired:
Accounts Receivable............................................... (39,632) 110,038 (74,422)
Inventories....................................................... (23,495) (50,677) (54,543)
Other Current Assets.............................................. (1,155) (26,025) (1,378)
Accounts Payable.................................................. 3,921 (30,876) 9,208
Accrued Current Liabilities....................................... (65,970) (77,623) 17,347
Other Assets...................................................... (16,853) 9,097 (2,640)
Other, Net........................................................ 3,140 (3,619) 4,261
-------- -------- ----------
Net Cash Provided by Continuing Operations...................... 23,260 114,065 160,557
Net Cash Provided (Used) by Discontinued Operations............. 39,784 7,787 (38,513)
-------- -------- ----------
Net Cash Provided by Operating Activities....................... 63,044 121,852 122,044
-------- -------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Businesses, Net of Cash Acquired....................... (68,854) (149,030) (272,448)
Capital Expenditures for Property, Plant and Equipment................ (174,300) (167,777) (180,310)
Proceeds from Sales of Businesses..................................... 14,620 -- 68,798
Proceeds from Sales of Property, Plant and Equipment.................. 32,484 47,953 30,431
Proceeds from Sale and Leaseback of Equipment......................... 139,815 100,000 --
Acquisitions and Capital Expenditures of Discontinued Operations...... (34,118) (48,654) (81,711)
Income Taxes Paid on Disposal of Discontinued Operations.............. -- -- (62,808)
Proceeds From Sale of Marketable Securities........................... -- -- 23,352
Other, Net............................................................ -- 589 (6,384)
-------- -------- ----------
Net Cash Used by Investing Activities........................... (90,353) (216,919) (481,080)
-------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Long-Term Debt, Net....................................... -- -- 390,911
Purchases of Treasury Stock........................................... (4,226) (40,356) (14,376)
Tender of Senior Notes................................................ -- -- (119,980)
Proceeds from Stock Option Exercises.................................. 1,329 3,932 16,352
Termination Costs on Retirement of Debt............................... -- -- (10,752)
Borrowings Under Short-Term Borrowings, Net........................... 166,174 113,036 21,319
Repayments on Long-Term Debt, Net..................................... (2,872) (12,571) (103,237)
Repayments on Debt for Discontinued Operations........................ (57,104) -- --
Repayment on Minority Interest........................................ (65,350) -- --
Other Financing Activities, Net....................................... 454 324 (10,111)
-------- -------- ----------
Net Cash Provided by Financing Activities....................... 38,405 64,365 170,126
-------- -------- ----------
Effect of Exchange Rate on Cash.......................................... (866) (1,175) (784)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................... 10,230 (31,877) (189,694)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR........................... 34,131 66,008 255,702
-------- -------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR................................. $ 44,361 $ 34,131 $ 66,008
======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
50
<PAGE> 51
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Weatherford
International, Inc. and all majority-owned subsidiaries (the "Company"). All
material intercompany accounts and transactions have been eliminated in
consolidation. The Company accounts for its 50% or less-owned affiliates using
the equity method.
Basis of Presentation
In October 1999, the Board of Directors of the Company approved a plan to
distribute all of the outstanding shares of common stock of its wholly owned
subsidiary, Grant Prideco, Inc. (the "Spin-off") to holders of the Company's
common stock, $1.00 par value ("Common Stock"). In connection with the Spin-off,
the Company will transfer its drilling products businesses to Grant Prideco,
Inc. ("Grant Prideco"). As a result the accompanying financial statements
reflect the operations of Grant Prideco as a discontinued operation (See
Note 2).
Nature of Operations
The Company is one of the world's largest providers of oilfield services
and equipment for the oil and gas industry.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Inventories
Inventories are valued using the first-in, first-out ("FIFO") method and
are stated at the lower of cost or market.
Other Current Assets
Other current assets are comprised of non-trade receivables, prepaid
expenses, and short-term investments. The net decrease from December 31, 1998 to
December 31, 1999 primarily reflects the collection of the receivable of $19.6
million related to the December 1998 sale and leaseback of compression equipment
(See Note 16) and the $19.8 million reduction of short-term investment in debt
securities of Dailey International Inc. ("Dailey") (See Note 3).
Debt and Equity Securities
Investments in debt and equity securities are accounted for in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting
for Debt and Equity Securities, and accordingly, these investments are recorded
at their fair market value with unrealized gains or losses recorded as a
separate component of stockholders' equity. In April 1997, the Company sold
equity securities, comprised of approximately 3.1 million shares of Parker
Drilling Company ("Parker") common stock, pursuant to a public offering effected
by Parker. As a result, the Company received net proceeds of approximately $23.4
million and recognized a pretax gain of approximately $3.4 million.
51
<PAGE> 52
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Property, Plant and Equipment
Property, plant and equipment is carried at cost. Maintenance and repairs
are expensed as incurred. The costs of renewals, replacements and betterments
are capitalized. Depreciation on fixed assets is computed using the
straight-line method over the estimated useful lives for the respective
categories. The Company evaluates potential impairment of property, plant and
equipment and other long-lived assets on an ongoing basis whenever events or
circumstances indicate that carrying amounts may not be recoverable. The useful
lives of the major classes of property, plant and equipment are as follows:
LIFE
----
Buildings and other property............................ 5 - 45 years
Rental and service equipment............................ 3 - 15 years
Machinery and equipment................................. 3 - 20 years
Intangible Assets and Amortization
The Company's intangible assets are comprised primarily of goodwill and
identifiable intangible assets, principally patents and technology licenses. The
Company periodically evaluates goodwill and other intangible assets, net of
accumulated amortization, for impairment based on the undiscounted cash flows
associated with the asset compared to the carrying amount of that asset.
Management believes that there have been no events or circumstances which
warrant revision to the remaining useful life or which affect the recoverability
of any intangible assets. Goodwill is being amortized on a straight-line basis
over the lesser of the estimated useful life or 40 years. Other identifiable
intangible assets, included as a component of other assets, are amortized on a
straight-line basis over the years expected to be benefited, ranging from 5 to
17 years. As a result of 1999 acquisitions, the Company increased its
identifiable intangible assets by $56.1 million.
Amortization expense for goodwill and other intangible assets was
approximately $28.0 million, $17.6 million and $11.6 million for 1999, 1998 and
1997, respectively. Accumulated amortization for goodwill at December 31, 1999
and 1998 was $68.2 million and $41.4 million, respectively.
Environmental Expenditures
Environmental expenditures that relate to the remediation of an existing
condition caused by past operations, and which do not contribute to current or
future revenues, are expensed. Liabilities for these expenditures are recorded
when it is probable that obligations have been incurred and the costs can be
reasonably estimated. Estimates are based on currently available facts and
technology, presently enacted laws and regulations and the Company's prior
experience in remediation of contaminated sites. Liabilities included $3.1
million and $3.6 million of accrued environmental expenditures at December 31,
1999 and 1998, respectively.
Stock-Based Compensation
In 1995, the Financial Accounting Standards Board (the "FASB") issued SFAS
No. 123, Accounting for Stock Based Compensation. The Company has elected not to
adopt the accounting recognition provisions of SFAS No. 123 and, as permitted,
has continued to use the intrinsic value method of accounting established by
Accounting Principles Board Opinion No. 25 ("APB No. 25") Accounting for Stock
Issued to Employees to account for its stock-based compensation programs. Under
APB No. 25, no compensation expense is recognized when the exercise price of an
employee stock option is equal to the market price of Common Stock on the grant
date. The Company has adopted SFAS No. 123 by making the required pro forma
disclosures of net earnings and earnings per share as if the fair value method
of accounting under SFAS No. 123 had been applied (See Note 12).
Foreign Currency Translation
The functional currency for most of the Company's international operations
is the applicable local currency. Results of operations for foreign subsidiaries
with functional currencies other than the U.S. dollar are translated using
average exchange rates during the period. Assets and liabilities of these
foreign subsidiaries are translated using the exchange rates in effect at the
balance sheet date, and the resulting translation adjustments are included as
accumulated other comprehensive loss, a component of stockholders' equity.
Currency transaction gains and losses are reflected in income for the period.
52
<PAGE> 53
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The net change in the cumulative foreign currency translation adjustment,
as reported in the Consolidated Statements of Stockholders' Equity, from
December 31, 1998 to December 31, 1999 was $13.4 million which primarily
reflects the devaluation of the Latin American and European currencies,
partially offset by the improvement in the Canadian dollar.
Foreign Exchange Contracts
The Company enters into foreign exchange contracts only as a hedge against
certain existing economic exposures, and not for speculative or trading
purposes. These contracts reduce exposure to currency movements affecting
specific existing assets and liabilities denominated in foreign currencies, such
exposure resulting primarily from long-term debt and intercompany loans. The
future value of these contracts and the related currency positions are subject
to offsetting market risks resulting from foreign currency exchange rate
volatility. The counterparties to the Company's foreign exchange contracts are
creditworthy multinational commercial banks. Management believes that the risk
of counterparty nonperformance is immaterial. At December 31, 1999 and 1998, the
Company had contracts maturing within the next 60 days to sell $14.7 million and
$33.4 million, respectively, in Norwegian kroner, U.K. pounds sterling, Austrian
schillings and Dutch guilders. Had such respective contracts matured on December
31, 1999 and 1998, the Company's required cash outlay would have been
insignificant.
Allocation of Interest Expense to Discontinued Operations
The Company's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating levels, and to centrally manage
various cash functions. Consequently, a portion of the Company's historical
interest expense has been allocated to discontinued operations. The amount
allocated reflects interest expense associated with the $100.0 million unsecured
subordinated note due from Grant Prideco (See Note 2) calculated using the
Company's average long-term debt interest rates for the applicable periods. The
amounts allocated using this methodology result in amounts consistent with the
allocation of interest expense based on a ratio of the net assets of
discontinued operations to the Company's consolidated net assets plus debt.
Accounting for Income Taxes
Under SFAS No. 109, Accounting for Income Taxes, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases.
Revenue Recognition
The Company recognizes revenue as products are shipped, upon delivery of
rentals and when services have been rendered. Proceeds from customers for the
cost of oilfield rental equipment that is involuntarily damaged or lost downhole
are reflected as revenues.
Research and Development
The Company expenses research and development costs as incurred. These
expenses were $17.7 million, $10.8 million and $7.8 million in 1999, 1998 and
1997, respectively.
Minority Interests
The Company records minority interest expense which reflects the portion of
the earnings of majority-owned operations which are applicable to the minority
interest partners. The minority interest expense in 1999 primarily represents
GE Capital Corporation's ("GE Capital") minority interest in Weatherford Global
Compression Services' ("Compression Services Division") profits (See Note 3).
Earnings Per Share
Basic earnings per share is computed by dividing income by the weighted
average number of shares of Common Stock outstanding during the year. Diluted
earnings per common share is computed by dividing income by the weighted average
number of shares of Common Stock outstanding during the year adjusted for the
dilutive effect of the incremental shares that would have been outstanding under
the Company's stock option and restricted stock
53
<PAGE> 54
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
plans (See Note 12). The effect of stock options and restricted stock are not
included in the computation for periods in which a loss from continuing
operations occurs because to do so would have been anti-dilutive. The effect of
the 5% Convertible Subordinated Preferred Equivalent Debentures due 2027 on
diluted earnings per share is anti-dilutive and, thus, has no impact.
The following reconciles basic and diluted weighted average shares:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998 1997
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Basic weighted average number of shares outstanding.................... 101,245 97,065 96,052
Dilutive effect of stock option and restricted stock plans............. 1,644 -- 1,510
------- ------- -------
Diluted weighted average number of shares outstanding.................. 102,889 97,065 97,562
======= ======= =======
</TABLE>
New Reporting Requirements
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities. In June 1999, the FASB issued SFAS No. 137, Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
SFAS No. 133, amending the effective date of SFAS No. 133 to fiscal years
beginning after June 15, 2000. The Company plans to adopt SFAS No. 133 in 2001.
The Company is currently evaluating the impact that SFAS No. 133 will have on
its consolidated financial statements but does not anticipate that the adoption
will have a material impact.
2. DISCONTINUED OPERATIONS AND DISPOSITIONS
Grant Prideco
In October 1999, the Board of Directors of the Company approved a plan to
spin off Grant Prideco. The Spin-off is conditioned upon the receipt of a
revenue ruling from the United States Internal Revenue Service (the "IRS") to
the effect that receipt of shares of Grant Prideco common stock should be tax
free for federal income tax purposes to the Company's stockholders and that the
Company should not recognize income, gain or loss as a result of the Spin-off.
The results of operations for Grant Prideco are reflected in the
accompanying Consolidated Statements of Operations as Discontinued Operations,
Net of Taxes. Condensed results of Grant Prideco were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1999 1998 1997
--------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues.................................................... $286,370 $646,454 $611,715
-------- -------- --------
Income (loss) before interest allocation and income taxes... (37,460) 112,818 114,155
Interest allocation......................................... (7,250) (7,250) (7,250)
(Provision) benefit for income taxes........................ 11,199 (39,848) (39,877)
-------- -------- --------
Net income (loss) before Spin-off related costs............. (33,511) 65,720 67,028
Spin-off related costs, net of taxes........................ (3,570) -- --
-------- -------- --------
Net income (loss)........................................... $(37,081) $ 65,720 $ 67,028
======== ======== ========
</TABLE>
In connection with the Spin-off, Grant Prideco will issue an unsecured
subordinated note to the Company in the amount of $100.0 million. The $100.0
million obligation will bear interest at an annual rate equal to 10.0%. Interest
payments will be due quarterly, and principal and all unpaid interest will be
due no later than March 31, 2002. Under the terms of the note, Grant Prideco is
required to repay this note with the proceeds of any debt or equity financing,
excluding financing under a credit facility or any equity issued in connection
with a business combination. The indebtedness of Grant Prideco to the Company
will be subordinated to the working capital obligations of Grant Prideco to its
banks. Grant Prideco currently intends to repay the obligations within 12 months
from the completion
54
<PAGE> 55
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of the Spin-off, pursuant to an anticipated public debt financing. The timing of
Grant Prideco's repayment of this indebtedness, however, will be dependent upon
market conditions.
The Company purchases drill pipe and other related products from Grant
Prideco. The amounts purchased by the Company for the years ended December 31,
1999, 1998 and 1997 were $28.6 million, $9.6 million and $7.7 million,
respectively. These purchases represent Grant Prideco's cost and have been
eliminated in the accompanying consolidated financial statements.
The Company charged Grant Prideco a management fee of $1.5 million, $1.0
million and $0.9 million for the years ended December 31, 1999, 1998 and 1997,
respectively. The fee is based on the time devoted to Grant Prideco for
accounting, tax, treasury and risk management services.
Grant Prideco was charged $5.6 million, $5.6 million and $3.5 million of
costs related to the Company's information systems function in the years ended
December 31, 1999, 1998 and 1997, respectively. Information systems charges were
based on direct support provided, equipment usage and number of system users.
The Company intends to enter into a transition services agreement with
Grant Prideco for a period of one year from the Spin-off date. Under the
agreement, the Company will provide certain services requested by Grant Prideco.
The fee for these services will be based on cost plus 10%. The transition
services to be provided under this agreement may include accounting, tax,
finance, employee benefit, management information systems and any other similar
services.
The Company intends to enter into a preferred customer agreement with Grant
Prideco pursuant to which the Company will agree for at least a three year
period to purchase at least 70% of its requirements of drill stem product from
Grant Prideco. The price for those products will be at a price not greater than
that which Grant Prideco sells to its best similarly situated rental tool
customers. The Company will be entitled to apply against its purchases a drill
stem credit granted to it in the amount of $30.0 million, subject to a
limitation of the application of the credit to no more than 20% of any purchase.
Other Businesses
During 1997, the Company also sold certain non-core businesses. Cash
proceeds from these transactions totaled $68.8 million.
3. ACQUISITIONS
On September 15, 1999, the Company acquired Williams Tool Co. ("Williams")
for 1.8 million shares of Common Stock. Williams, based in Fort Smith, Arkansas,
offers a full range of rotating control heads for horizontal, underbalanced and
low hydrostatic drilling operations. Williams products are used to control flow
from the wellbore to reduce the risk of blowouts when oil, gas, geothermal and
coal gas methane wells are being drilled with light fluids.
The Company acquired Petroline Wellsystems Limited ("Petroline") on
September 2, 1999, for total consideration of approximately $161.8 million,
consisting of $32.2 million in cash and 3.8 million shares of Common Stock. The
Company also agreed to pay to the sellers additional funds in the event they
resell the shares of Common Stock received by them in the acquisition in certain
market transactions at a price less than $35.175 per share. This obligation
continues until October 2000. Petroline, based in Aberdeen, Scotland, is a
provider of premium completion products and services to the international oil
and gas industry. Petroline is the leading provider of flow control equipment in
the North Sea and was the first company to successfully introduce completion
products using new expandable tube technology.
55
<PAGE> 56
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On August 31, 1999, the Company completed the acquisition of Dailey
pursuant to a pre-negotiated plan of reorganization in bankruptcy. Under the
terms of the acquisition, the Company issued a total of approximately 4.3
million shares of Common Stock to the Dailey noteholders and stockholders. Of
the total number shares issued, the Company issued approximately 4.0 million
shares to the Dailey noteholders and approximately 0.3 million shares to the
Dailey common stockholders. At the time of the acquisition of Dailey, the
Company held approximately 24% of Dailey's 9 1/2% Senior Notes which the Company
acquired prior to the bankruptcy at a discount and subsequently contributed to
Dailey. In connection with the transaction the Company holds approximately 1.2
million shares of Common Stock which are classified as treasury shares. The
total purchase price for Dailey, excluding assumed liabilities of Dailey that
were not impaired in the bankruptcy, was approximately $185.0 million. Dailey is
a leading provider of specialty air, underbalanced and directional drilling
equipment and services to the oil and gas industry and designs, manufactures and
rents proprietary downhole tools for oil and gas drilling and workover
applications worldwide.
On February 8, 1999, the Company completed the acquisition of Christiana
Companies, Inc. ("Christiana") for approximately 4.4 million shares of Common
Stock and $20.6 million cash. In the acquisition, the Company acquired through
Christiana (1) 4.4 million shares of the Company's Common Stock, (2) cash, after
distribution to the Christiana shareholders, equal to the amount of Christiana's
outstanding tax and other liabilities and (3) a one-third interest in Total
Logistic Control, a refrigerated warehouse, trucking and logistics company. The
4.4 million shares of Common Stock acquired are classified as Treasury Stock, at
Cost on the accompanying Consolidated Balance Sheets. Because the number of
shares of Common Stock issued in the Christiana acquisition approximated the
number of shares of Common Stock held by Christiana prior to the acquisition,
the Christiana acquisition had no material effect on the outstanding number of
shares of Common Stock or net equity of the Company. One of the members of the
Company's Board of Directors was also the Chairman and Chief Executive Officer
of Christiana.
On February 2, 1999, the Company completed a joint venture with GE Capital
in which the Company's compression services operations were combined with GE
Capital's Global Compression Services operations. The joint venture is known as
Weatherford Global Compression Services. The Company owns 64% of the joint
venture and GE Capital owns 36%. The Company has the right to acquire GE
Capital's interest at anytime at a price equal to a third party
market-determined value that is not less than book value (approximately $200
million at December 31, 1999). GE Capital also has the right to require the
Company to purchase its interest at anytime after February 2001 at a
market-determined third party valuation as well as request a public offering of
its interest after that date, if the Company has not purchased its interest by
that time.
The Company completed the acquisition of Ampscot Equipment Ltd.
("Ampscot"), an Alberta corporation, for approximately $57.1 million in cash on
February 19, 1998. Ampscot is a Canadian-based manufacturer of pumping units.
On January 15, 1998, the Company completed the acquisition of Taro
Industries Limited ("Taro"), an Alberta corporation, in which approximately 0.8
million shares of Common Stock have been issued to the shareholders of Taro in
exchange for their shares of Taro stock. Taro is a Canadian provider of well
automation, gas compression, and drilling equipment distribution.
The Company completed the acquisition on January 12, 1998, of the Houston
Well Screen group of companies ("HWS") from Van der Horst Limited, a Singapore
company, for a net purchase price of approximately $27.6 million in cash. The
HWS acquisition included the purchase of Van der Horst U.S.A., Inc., which is
the holding company of Houston Well Screen Company and of Houston Well Screen
Asia Pte. Ltd., which has operations in Singapore and Indonesia. HWS makes
wedge-wire screen products for use in oil and gas production and other
applications.
On December 3, 1997, the Company completed the acquisition of all of the
outstanding shares of BMW Monarch (Lloydminster) Ltd. ("BMW Monarch") and BMW
Pump Inc. ("BMW Pump") for aggregate consideration of approximately $98.8
million in cash and $14.3 million in assumed debt. BMW Pump is a Canadian-based
manufacturer of progressing cavity pumps, and BMW Monarch is a Canadian supplier
of progressing cavity pumps, as well as, other production related oilfield
products.
56
<PAGE> 57
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company completed the acquisition of all of the capital stock of Trico
Industries, Inc., ("Trico") in exchange for $105.0 million in cash and the
assumption of $8.7 million of debt on December 2, 1997. Trico is a Texas-based
manufacturer and distributor of sub-surface reciprocating pumps, sucker rods,
accessories and hydraulic lift systems.
On May 1, 1997, the Company acquired GulfMark International, Inc.
("GulfMark") pursuant to a merger in which approximately 4.4 million shares of
Common Stock were issued to the stockholders of GulfMark. Prior to the merger,
GulfMark effected a spin-off to its stockholders of its marine transportation
services business. The retained assets of GulfMark that were acquired by the
Company in this transaction consisted of approximately 4.4 million shares of
Common Stock, an erosion control company and certain other miscellaneous assets.
The 4.4 million shares of Common Stock acquired are held and classified as
treasury stock. Because the number of shares of Common Stock issued in the
GulfMark acquisition approximated the number of shares of Common Stock held by
GulfMark prior to the acquisition, the GulfMark acquisition had no material
effect on the outstanding number of shares of Common Stock or net equity of the
Company.
The Company has also effected various other 1999, 1998 and 1997
acquisitions integrated into the Company's continuing operations for a total
consideration of approximately $60.9 million, $65.9 million and $75.6 million,
respectively.
The Company also acquired various other companies that were integrated into
Grant Prideco. Total consideration was $64.4 million for 1999, $9.2 million for
1998 and $6.6 million for 1997.
The acquisitions discussed above were accounted for using the purchase
method of accounting. Results of operations for acquisitions accounted for as
purchases are included in the accompanying consolidated financial statements
since the date of acquisition. The purchase price was allocated to the net
assets acquired based upon their estimated fair market values at the date of
acquisition. The balances included in the Consolidated Balance Sheets related to
the current year acquisitions are based upon preliminary information and are
subject to change when final asset and liability valuations are obtained.
Material changes in the preliminary allocations are not anticipated by
management.
The following presents the consolidated financial information for the
Company on an unaudited pro forma basis assuming the Dailey acquisition had
occurred on January 1, 1998. All other 1998 and 1999 acquisitions are not
material individually or in the aggregate with same year acquisitions,
therefore, pro forma information is not presented. The pro forma information set
forth below is not necessarily indicative of the results that actually would
have been achieved had such transactions been consummated as of January 1, 1998,
or that may be achieved in the future.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1999 1998
----------- -----------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
(UNAUDITED)
<S> <C> <C>
Revenues............................................................. $ 1,307,443 $ 1,495,120
Loss from continuing operations...................................... (6,737) (80,432)
Net loss............................................................. (43,818) (32,291)
Basic loss per common share:
Loss from continuing operations................................... (0.06) (0.79)
Net loss.......................................................... (0.42) (0.32)
Diluted loss per common share:
Loss from continuing operations................................... (0.06) (0.79)
Net loss.......................................................... (0.42) (0.32)
</TABLE>
Included in the net loss for the year ended December 31, 1998, is an
extraordinary loss, net of taxes recorded by Dailey of $17.6 million. This
extraordinary loss is the result of Dailey's repurchase of their 9 3/4% Senior
Notes in the first quarter of 1998, and represents the excess of the purchase
price for the notes over the carrying value on the date of repurchase.
57
<PAGE> 58
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. EVI, INC. AND WEATHERFORD ENTERRA, INC. MERGER
On May 27, 1998, EVI, Inc. ("EVI") completed a merger with Weatherford
Enterra, Inc. ("WII"), merging WII with and into EVI, pursuant to a tax free
merger (the "Merger") in which the stockholders of WII received 0.95 of a share
of the Company's Common Stock in exchange for each outstanding share of WII
common stock, approximately 48.9 million shares. The Merger was accounted for as
a pooling of interests.
The separate results of EVI and WII and the combined company were as
follows:
<TABLE>
<CAPTION>
JANUARY 1 TO YEAR ENDED
MAY 27, DECEMBER 31,
1998 1997
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Revenues:
EVI............................................................... $ 505,549 $ 892,264
WII............................................................... 426,422 1,083,965
Merger adjustments................................................ (4,963) (7,140)
--------- -----------
Combined revenues including Grant Prideco......................... 927,008 1,969,089
Discontinued operations of Grant Prideco.......................... (311,367) (611,715)
--------- ----------
Combined revenues from continuing operations...................... $ 615,641 $ 1,357,374
========= ===========
Extraordinary Charge, Net of Taxes:
EVI............................................................... $ -- $ (9,010)
WII............................................................... -- --
--------- ---------
Combined.......................................................... $ -- $ (9,010)
========= ===========
Net Income (Loss):
EVI............................................................... $ 54,045 $ 74,685
WII............................................................... 48,481 112,900
Merger adjustments................................................ (1,033) 178
--------- -----------
Combined.......................................................... $ 101,493 $ 187,763
========= ===========
</TABLE>
Merger adjustments include the elimination of intercompany revenues of $5.0
million and $7.1 million and cost of sales of $3.4 million and $5.7 million for
the five months ended May 27, 1998 and year ended December 31, 1997,
respectively. Merger adjustments for the year ended December 31, 1997 also
includes the elimination of expenses of $1.7 million recorded by WII on the sale
of Arrow Completion Systems, Inc. to EVI in December 1996.
5. MERGER AND OTHER CHARGES
In 1998, the Company incurred $160.0 million in merger and other charges
relating to the Merger and a reorganization and rationalization of its
businesses in light of industry conditions. Of these charges, $113.0 million was
incurred in the second quarter at the time of the Merger and with the initial
downturn in the industry. A $47.0 million charge was incurred in the fourth
quarter in response to the previously unanticipated extent of the decline in the
industry which resulted in a need to make additional reductions in operations
and align the cost structure with the then current demand. The net after tax
effect of these charges was $104.0 million. The following chart summarizes the
special charges made in 1998:
<TABLE>
<CAPTION>
DRILLING AND ARTIFICIAL
INTERVENTION COMPLETION LIFT COMPRESSION
SERVICES SYSTEMS SYSTEMS SERVICES CORPORATE TOTAL
-------------- ---------- ---------- ----------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Merger transaction costs..... $ -- $ -- $ -- $ -- $ 62,462 $ 62,462
Severance and related costs.. 1,711 250 5,050 -- 600 7,611
Facility closures............ 7,249 1,720 13,817 -- -- 22,786
Corporate related expenses... -- -- -- -- 8,297 8,297
Inventory write-off.......... 3,230 1,600 17,573 -- -- 22,403
Write-down of assets......... 28,595 600 4,360 1,500 1,436 36,491
-------- ------- -------- -------- -------- --------
Total................... $ 40,785 $ 4,170 $ 40,800 $ 1,500 $ 72,795 $160,050
======== ======= ======== ======== ======== ========
</TABLE>
58
<PAGE> 59
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Approximately $136.5 million of these charges had been realized as of
December 31, 1998, with the remainder of the charges fully realized by the end
of the second quarter of 1999 in connection with planned activities. During
1999, no adjustments or reversals to the remaining accrued special charges were
necessary. The following chart summarizes the utilization of 1998 special
charges:
<TABLE>
<CAPTION>
BALANCE UTILIZED IN THE BALANCE
1998 UTILIZED AS OF SIX MONTHS ENDED AS OF
SPECIAL IN DECEMBER 31, JUNE 30, JUNE 30,
CHARGES 1998 1998 1999 1999
---------- ---------- ------------ ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Merger transaction costs(1).. $ 62,462 $ 62,462 $ -- $ -- $ --
Severance and related costs(2) 7,611 -- 7,611 7,611 --
Facility closures(3)......... 22,786 9,957 12,829 12,829 --
Corporate related expenses(4) 8,297 5,177 3,120 3,120 --
Inventory write-off(5)....... 22,403 22,403 -- -- --
Write-down of assets(6)...... 36,491 36,491 -- -- --
--------- --------- --------- --------- ---------
Total................... $ 160,050 $ 136,490 $ 23,560 $ 23,560 $ --
========= ========= ========= ========= =========
</TABLE>
(1) The merger transaction costs were incurred in the second quarter of 1998
and included $32.6 million in severance and termination costs related to
approximately 300 employees and former officers and directors, and other
employee benefits related to stock grants, in accordance with WII's
employment agreements and stock option plans, and $29.9 million in
professional and financial advisory fees, filing and registration fees and
printing and mailing costs.
(2) The severance and related costs included in the 1998 fourth quarter charges
were $7.6 million for approximately 940 employees specifically identified,
with terminations completed in the first half of 1999, in accordance with
the Company's announced plan to terminate employees.
(3) The facility and plant closures costs were $10.0 million in the second
quarter of 1998, all of which had been incurred by December 31, 1998.
These costs related primarily to the elimination of duplicated
manufacturing, distribution and service locations following the Merger in
May 1998. The facility and plant closures of $12.8 million were accrued in
the fourth quarter of 1998 for the consolidation and closure of
approximately 100 service, manufacturing and administrative facilities in
response to declining market conditions in the fourth quarter. Such
facilities were closed by June 30, 1999.
(4) The corporate related expenses of $5.2 million recorded in the second
quarter of 1998 and $3.1 million recorded in the fourth quarter of 1998
were primarily for the consolidation of corporate offices, related lease
obligations and the consolidation of technology centers due to the Merger
and to align the Company's corporate cost structure in light of industry
conditions.
(5) The write-off of inventory was $9.9 million in the second quarter of 1998
and $12.5 million in the fourth quarter of 1998, which were reported as
cost of products. These charges relate to the write-off of inventory as a
result of the combination of EVI's and WII's operations, the
rationalization of their product lines, the elimination of certain
products, services and locations due to the Merger and as a result of the
decline in market conditions.
(6) The write-down of assets was $24.7 million in the second quarter of 1998
and $11.8 million in the fourth quarter of 1998. These charges primarily
relate to the write-down of equipment and other assets as a result of the
combination of EVI's and WII's operations, the rationalization of their
product lines, the elimination of certain products, services and locations
due to the Merger, and the specific identification of assets which are
held for sale as a result of the decline in market conditions.
6. CASH FLOW INFORMATION
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Other current assets
at December 31, 1999 and 1998 included cash of approximately $1.7 million and
$3.2 million, respectively, which was restricted as a result of exchange
controls in certain foreign countries or cash collateral requirements for
performance bonds, letters of credit and customs bonds.
59
<PAGE> 60
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash paid during the years ended December 31, 1999, 1998 and 1997 for
interest and income taxes (net of refunds) was as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Interest paid.................................................... $ 50,835 $ 47,671 $ 38,040
Income taxes paid, net of refunds................................ 6,422 72,580 120,828
</TABLE>
Included in the 1997 income taxes paid is $62.8 million related to the
disposal of the Company's Contract Drilling segment in November 1996.
During the years ended December 31, 1999, 1998 and 1997 there were noncash
investing activities of $5.4 million, $2.4 million and $3.2 million,
respectively, relating to capital leases.
The following summarizes investing activities relating to acquisitions
integrated into the Company's continuing operations:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Fair value of assets, net of cash acquired........................ $466,708 $114,237 $136,302
Goodwill.......................................................... 364,109 121,657 250,450
Total liabilities................................................. (404,032) (56,111) (114,304)
Common Stock issued, net of Common Stock acquired................. (357,931) (30,753) --
-------- -------- --------
Cash consideration, net of cash acquired.......................... $ 68,854 $149,030 $272,448
======== ======== ========
</TABLE>
During the years ended December 31, 1999, 1998 and 1997, there were noncash
financing activities of $3.1 million, $7.8 million and $8.8 million,
respectively, relating to tax benefits received from the exercise of
nonqualified stock options. These benefits were recorded as a reduction of
income taxes payable and an increase to capital in excess of par value.
7. INVENTORIES
Inventories by category are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1999 1998
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Raw materials, components and supplies.......................................... $159,380 $ 86,304
Work in process................................................................. 34,089 25,590
Finished goods.................................................................. 171,138 186,661
-------- --------
$364,607 $298,555
======== ========
</TABLE>
Work in process and finished goods inventories include the cost of
materials, labor, and plant overhead.
8. SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Revolving credit facilities with effective interest rates of 5.77% and 6.58%
at December 31, 1999......................................................... $182,157 $117,279
Short-term bank loans with effective interest rates
between 6.89% and 8.52%...................................................... 132,076 31,951
-------- --------
$314,233 $149,230
======== ========
Weighted average interest rate on short-term borrowings
outstanding during the year.................................................. 5.59% 5.75%
</TABLE>
60
<PAGE> 61
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In May 1998, the Company entered into a new five year unsecured credit
agreement which provides for borrowings of up to an aggregate of $250.0 million,
consisting of $200.0 million in the U.S. and $50.0 million in Canada, and
terminated its existing working capital facilities. Amounts outstanding under
the facility accrue interest at a variable rate based on either the U.S. prime
rate or LIBOR. A commitment fee ranging from 0.09% to 0.20% per annum, depending
on the credit ratings assigned to the 7 1/4% Senior Notes due May 15, 2006 (the
"7 1/4% Senior Notes"), is payable quarterly on the unused portion of the
facility. The facility contains customary affirmative and negative covenants,
including a maximum debt to capitalization ratio, a minimum interest coverage
ratio, a limitation on liens, and a limitation on asset dispositions. As of
December 31, 1999, approximately $182.2 million was outstanding and
approximately $0.1 million had been used to support outstanding letters of
credit. The Company's weighted average cost of borrowings under this facility
for 1999 was 5.77%.
The Company also engages in unsecured short-term borrowings with various
institutions pursuant to uncommitted facilities and bid note arrangements. At
December 31, 1999, the Company had $132.1 million in unsecured short-term
borrowings outstanding under these arrangements having an average interest rate
of 5.32% per annum.
The Company also has various credit facilities available for stand-by
letters of credit and bid and performance bonds, pursuant to which funds are
available to the Company to secure performance obligations and certain
retrospective premium adjustments under insurance policies. The Company had a
total of $16.8 million of such letters of credit and bid and performance bonds
outstanding at December 31, 1999.
9. LONG-TERM DEBT
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Senior Notes with an effective interest rate of 7.25%, due 2006................. $200,000 $200,000
Industrial Revenue Bonds with variable interest rates, between 3.2%
and 3.5% at December 31, 1999, due 2002 and 2003............................. 10,415 11,325
Foreign bank debt, denominated in foreign currencies............................ 803 992
Capital lease obligations under various agreements.............................. 11,846 4,752
Other........................................................................... 12,073 6,293
-------- --------
235,137 223,362
Less: amounts due in one year.................................................. 8,534 2,964
-------- --------
Long-term debt.................................................................. $226,603 $220,398
======== ========
</TABLE>
The following is a summary of scheduled long-term debt maturities by year
(in thousands):
<TABLE>
<S> <C>
2000................................................................................ $ 8,534
2001................................................................................ 7,717
2002................................................................................ 13,115
2003................................................................................ 2,827
2004................................................................................ 1,392
Thereafter.......................................................................... 201,552
--------
$235,137
========
</TABLE>
The Company has outstanding $200.0 million of 7 1/4% Senior Notes. The 7
1/4% Senior Notes are unsecured obligations of the Company. Interest is payable
semi-annually on May 15 and November 15. Based on the borrowing rates available
to the Company, the fair value of the 7 1/4% Senior Notes approximates the
carrying value at December 31, 1999 and 1998.
In December 1997, the Company completed a cash tender offer and consent
solicitation (the "Tender Offer") relating to the Company's outstanding $120.0
million 10 1/4% Senior Notes due 2004 (the "Senior Notes"). An aggregate of
$119.98 million principal amount of the Senior Notes were validly tendered by
the Company pursuant to the Tender Offer. The prepayment of the Senior Notes
resulted in an extraordinary charge of $9.0 million, net of taxes of $5.6
million, or $0.09 per basic share, for the year ended December 31, 1997. The
extraordinary charge consists of prepayment fees, other professional fees and
the write-off of unamortized debt issuance costs.
61
<PAGE> 62
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As of December 31, 1999 the Company had Industrial Revenue Bonds of $8.7
million, due 2002, and $1.7 million, with principal payments of $0.4 million
annually through 2003. In connection with the Industrial Revenue Bonds, the
Company has letters of credit of $10.9 million.
10. 5% CONVERTIBLE SUBORDINATED PREFERRED EQUIVALENT DEBENTURES
In November 1997, the Company completed a private placement of $402.5
million principal amount of 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027 (the "Debentures"). The net proceeds from the Debentures
were $390.9 million. The Debentures are convertible at a price of $80 per share
of Common Stock. The Debentures are redeemable by the Company at any time on or
after November 4, 2000, at redemption prices described therein, and are
subordinated in right of payment of principal and interest to the prior payment
in full of certain existing and future senior indebtedness of the Company. The
Company also has the right to defer payments of interest on the Debentures by
extending the quarterly interest payment period on the Debentures for up to 20
consecutive quarters at any time when the Company is not in default in the
payment of interest. As evidenced by market transactions, the estimated fair
value of the Debentures was $307.9 million and $249.6 million as of December 31,
1999 and December 31, 1998, respectively.
Under the terms of the Debentures, the conversion rate for the Debentures
will be adjusted following the Spin-off of Grant Prideco.
11. STOCKHOLDERS' EQUITY
Authorized Shares
The Company is authorized to issue 250.0 million shares of Common Stock.
The Company is authorized to issue up to 3.0 million shares of $1.00 par value
preferred stock. As of December 31, 1999, none had been issued.
Stock Repurchase Plan
In December 1997, the WII Board of Directors instituted a stock repurchase
program under which up to $100.0 million of WII common stock could be purchased
in open market transactions or in privately negotiated transactions. Pursuant to
this program, WII purchased approximately 0.3 million shares of its common stock
in December 1997. During 1998, WII purchased approximately 1.0 million shares of
its common stock. In connection with the Merger, the stock repurchase program
was discontinued and the repurchased shares retired.
12. STOCK-BASED COMPENSATION
Stock Option Plans
The Company has a number of stock option plans pursuant to which directors,
officers and other key employees may be granted options to purchase shares of
Common Stock at the fair market value on the date of grant.
The Company has in effect a 1991 Employee Stock Option Plan ("1991 ESO
Plan"), a 1992 Employee Stock Option Plan ("1992 ESO Plan") and a 1998 Employee
Stock Option Plan ("1998 ESO Plan"). Under these plans, options to purchase up
to an aggregate of 10.4 million shares of Common Stock may be granted to
officers and key employees of the Company (including directors who are also key
employees). At December 31, 1999, approximately 3.2 million shares were
available for granting under such plans.
62
<PAGE> 63
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Stock options vest after one to three years and expire after ten to
thirteen years from the date of grant. Information about the above stock option
plans and predecessor plans for the three years ended December 31, 1999, is set
forth below:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER RANGE OF EXERCISE
OF EXERCISE PRICE
SHARES PRICES PER SHARE
----------- ---------------- -----------
<S> <C> <C> <C> <C>
Options outstanding, December 31, 1996................. 2,666,139 $ 4.69 - $33.73 $13.61
Granted........................................... 741,613 27.81 - 32.19 29.05
Exercised......................................... (936,008) 4.69 - 33.73 11.36
Terminated........................................ (47,908) 11.49 - 29.98 24.72
-----------
Options outstanding, December 31, 1997................. 2,423,836 4.69 - 32.19 19.08
Granted........................................... 4,855,423 18.13 - 50.50 20.33
Exercised......................................... (1,195,584) 7.11 - 40.76 31.40
Terminated........................................ (24,971) 12.67 - 40.76 35.70
-----------
Options outstanding, December 31, 1998................. 6,058,704 4.69 - 50.50 18.96
Granted........................................... 1,791,780 17.00 - 40.76 27.33
Exercised......................................... (286,000) 6.88 - 32.19 11.81
Terminated........................................ (416,161) 12.67 - 40.76 20.74
-----------
Options outstanding, December 31, 1999................. 7,148,323 4.69 - 50.50 21.24
===========
Options exercisable, December 31, 1999................. 1,339,842 4.69 - 50.50 19.55
===========
</TABLE>
The 7.1 million options outstanding at December 31, 1999, have a weighted
average remaining contractual life of 10.9 years. The 1.3 million options
exercisable at December 31, 1999, have a weighted average remaining contractual
life of 6.5 years.
Pro Forma Compensation Expense
Pro forma information regarding net income (loss) and earnings (loss) per
share is required by SFAS No. 123 and has been determined as if the Company had
accounted for its stock options under the fair value method as provided therein.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model. The following weighted average assumptions
were used for 1999, 1998 and 1997, respectively: expected volatility of 56.04%,
51.23% and 44.85%, risk-free interest rate of 5.8%, 5.1% and 6.3%, expected life
of seven years, seven years and five years and no expected dividends. The
weighted average fair value of the options granted in 1999, 1998 and 1997 is
$17.22, $11.97 and $14.42, respectively.
The following is a summary of the Company's net income (loss) and earnings
(loss) per share as reported and pro forma as if the fair value-based method of
accounting defined in SFAS No. 123 had been applied. For purposes of pro forma
disclosures, the estimated fair value of the options is amortized to expense
over the options' vesting period. The pro forma information for the year ended
December 31, 1998, reflects the pro forma expense associated with the
accelerated vesting of options in connection with the Merger. The pro forma
information is not meant to be representative of the effects on reported net
income for future years, because as provided by SFAS No. 123, only the effects
of awards granted after January 1, 1995, are considered in the pro forma
calculation.
63
<PAGE> 64
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------- -------------------------- --------------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- --------- ----------- --------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) ............ $(20,875) $(33,659) $64,837 $55,107 $187,763 $183,281
Basic earnings (loss)
per share.................. (0.21) (0.33) 0.67 0.57 1.95 1.91
Diluted earnings (loss) per
share...................... (0.20) (0.33) 0.67 0.57 1.92 1.88
</TABLE>
Restricted Stock Plans
WII had a restricted stock plan for certain officers of WII (the
"Restricted Plan") and a restricted stock plan for non-employee directors of WII
(the "Director Restricted Plan"; collectively, the "Restricted Stock Plans"),
pursuant to which shares of Common Stock were granted. Shares granted under the
Restricted Stock Plans are subject to certain restrictions on ownership and
transferability when granted. Restrictions applicable to shares granted under
the Restricted Plan lapse in part based on continued employment and in part
based on Company performance. Restrictions applicable to shares granted under
the Director Restricted Plan were removed in connection with the Merger and
subsequently the plan was terminated. Restrictions related to certain shares
granted under the Restricted Plan were also removed as a result of the Merger
and subsequently the plan was frozen. In 1998, the Company granted 110,150
shares of restricted stock to directors and officers of the Company. Of these,
75,000 shares were granted pursuant to a separate agreement and are not covered
under the Restricted Stock Plans.
The compensation related to the restricted stock grants is deferred and
amortized to expense on a straight-line basis over the period of time the
restrictions are in place. The unamortized portion is classified as a reduction
of capital in excess of par value in the accompanying Consolidated Balance
Sheets.
The following table provides a summary of restricted stock activity:
<TABLE>
<CAPTION>
NON-EMPLOYEE
EMPLOYEE DIRECTOR
SHARES SHARES
---------- ------------
<S> <C> <C>
Restricted shares outstanding, December 31, 1996............................ 27,934 --
Granted.................................................................. 86,489 10,296
Restrictions removed..................................................... (25,679) --
--------- ----------
Restricted shares outstanding, December 31, 1997............................ 88,744 10,296
Granted.................................................................. 110,150 --
Restrictions removed..................................................... (116,294) (10,296)
--------- ----------
Restricted shares outstanding, December 31, 1998............................ 82,600 --
Granted.................................................................. -- --
Restrictions removed..................................................... (23,857) --
--------- ----------
Restricted shares outstanding, December 31, 1999............................ 58,743 --
========= ==========
Shares available for future grant as of December 31, 1999................... -- --
========= ==========
Compensation expense (in thousands):
1999..................................................................... $ 431 $ --
1998..................................................................... 4,700 352
1997..................................................................... 1,146 120
Deferred compensation at December 31 (in thousands):
1999..................................................................... $ 1,132 $ --
1998..................................................................... 1,563 --
</TABLE>
Executive Deferred Compensation Plan
In May 1992, the Company's stockholders approved the Executive Deferred
Compensation Stock Ownership Plan (the "EDC Plan"). Under the EDC Plan, a
portion of the compensation for certain key employees of the Company, including
officers and employee directors, can be deferred for payment after retirement or
termination of employment.
64
<PAGE> 65
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has established a grantor trust to fund the benefits under the
EDC Plan. The funds provided to such trust are invested by a trustee independent
of the Company in Common Stock of the Company which is purchased by the trustee
on the open market. The assets of the trust are available to satisfy the claims
of all general creditors of the Company in the event of bankruptcy or
insolvency. Accordingly, the Common Stock held by the trust is included in the
accompanying Consolidated Balance Sheets as Treasury Stock, at Cost.
13. RETIREMENT AND EMPLOYEE BENEFIT PLANS
The Company has defined contribution plans covering certain of its
employees. Expenses related to these plans totaled $4.0 million, $3.8 million
and $2.8 million in 1999, 1998 and 1997, respectively.
14. INCOME TAXES
The components of income (loss) before income taxes were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Domestic.......................................................... $17,039 $ (76,900) $131,546
Foreign........................................................... 11,345 70,815 66,621
------- --------- --------
$28,384 $ (6,085) $198,167
======= ========= ========
</TABLE>
The Company's income tax provision (benefit) from continuing operations
consisted of the following:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Current
U.S. federal and state income taxes............................ $ 1,023 $(15,506) $ 17,658
Foreign........................................................ 23,170 26,198 30,138
-------- -------- --------
Total Current................................................ 24,193 10,692 47,796
-------- -------- --------
Deferred
U.S. federal................................................... (5,747) (12,017) 19,300
Foreign........................................................ (9,969) (3,972) 1,215
-------- -------- --------
Total Deferred............................................... (15,716) (15,989) 20,515
-------- -------- --------
$ 8,477 $ (5,297) $ 68,311
======== ======== ========
</TABLE>
Total income tax provision (benefit) was recorded as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Income (loss) from continuing operations.......................... $ 8,477 $ (5,297) $ 68,311
Income (loss) from discontinued operations........................ (11,199) 39,848 39,877
Extraordinary charge.............................................. -- -- (5,640)
-------- -------- --------
$ (2,722) $ 34,551 $102,548
======== ======== ========
</TABLE>
65
<PAGE> 66
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The difference between the tax provision at the statutory federal income
tax rate and the tax provision attributable to income (loss) from continuing
operations before income taxes for the three years ended December 31, 1999 is
analyzed below:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Statutory federal income tax rate................................. $ 9,934 $ (2,130) $ 69,358
Effect of state income tax (net) and Alternative Minimum Tax...... 754 866 66
Effect of domestic non-deductible expenses........................ 4,246 3,714 1,160
Change in valuation allowance..................................... -- -- (8,214)
Effect of foreign income tax, net................................. (3,910) (1,760) 7,023
Foreign Sales Corporation benefit................................. (1,742) (104) (605)
Effect of acquisitions and dispositions........................... -- (4,548) --
Other............................................................. (805) (1,335) (477)
-------- -------- --------
$ 8,477 $ (5,297) $ 68,311
======== ======== ========
</TABLE>
Deferred tax assets and liabilities are recognized for the estimated future
tax effects of temporary differences between the tax basis of an asset or
liability and its reported amount in the financial statements. The measurement
of deferred tax assets and liabilities is based on enacted tax laws and rates
currently in effect in each of the jurisdictions in which the Company has
operations.
Deferred tax assets and liabilities are classified as current or noncurrent
according to the classification of the related asset or liability for financial
reporting. The components of the net deferred tax asset attributable to
continuing operations were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1999 1998
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Domestic and foreign operating losses.............................. $ 37,374 $ 6,649
Accrued liabilities and reserves................................... 69,714 68,995
Tax credits........................................................ 14,349 5,568
Unremitted foreign earnings........................................ 3,143 --
Tax benefit transfer leases acquired............................... -- 2,776
Differences between financial and tax basis inventory.............. 10,600 --
Valuation allowance................................................ (25,615) (4,716)
--------- ---------
Total deferred tax assets........................................ $ 109,565 $ 79,272
--------- ---------
Deferred tax liabilities:
Property, plant and equipment...................................... $ (47,236) $ (23,017)
Unremitted foreign earnings........................................ -- (10,883)
Differences between financial and tax basis of inventory........... -- (2,284)
Goodwill........................................................... (18,882) (18,424)
--------- ---------
Total deferred tax liability..................................... (66,118) (54,608)
--------- ---------
Net deferred tax asset................................................ $ 43,447 $ 24,664
========= =========
</TABLE>
The change in valuation allowance in 1999 primarily relates to tax
assets associated with acquisitions made during the period. Management's
assessment is that the character and nature of future taxable income may
not allow the Company to realize certain tax benefits of net operating
losses and tax credits within the prescribed carryforward period.
Accordingly, an appropriate valuation allowance has been made.
66
<PAGE> 67
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
At December 31, 1999, the Company had $37.4 million of net operating
losses, $7.0 million of which were generated by certain domestic subsidiaries
prior to their acquisition by the Company. The use of these acquired domestic
net operating losses is subject to limitations imposed by the Internal Revenue
Code and is also restricted to the taxable income of the subsidiaries generating
the losses. $20.7 million of the loss carryforward relates to Grant Prideco and
is subject to the tax allocation agreement discussed below whereby the Company
will be reimbursed by Grant Prideco to the extent the losses are not fully
utilized by the Company in tax year 2000. Loss carryforwards other than those
relating to Grant Prideco, if not utilized, will expire at various dates through
2010.
In connection with the Spin-off, Grant Prideco and the Company will enter
into a tax allocation agreement (the "Tax Allocation Agreement"). Under the
terms of the Tax Allocation Agreement, Grant Prideco is responsible for all
taxes and associated liabilities relating to the historical businesses of Grant
Prideco. The Tax Allocation Agreement also provides that any tax liabilities
associated with the Spin-off will be assumed and paid by Grant Prideco subject
to certain exceptions relating to changes in control of the Company. The Tax
Allocation Agreement further provides that in the future if there is a tax
liability associated with Grant Prideco that is offset by a tax benefit of the
Company, Grant Prideco will apply the tax benefit against that tax liability and
will reimburse the Company for the value of that tax benefit when and as Grant
Prideco would have been able to otherwise utilize that tax benefit for its own
businesses. The Company will have the future benefit of any tax losses incurred
by Grant Prideco prior, as a part of a consolidated return with the Company, to
the Spin-off, and Grant Prideco will be required to pay the Company an amount of
cash equal to any such benefit utilized by Grant Prideco or which expires unused
by Grant Prideco to the extent those benefits are not utilized by the Company.
15. DISPUTES, LITIGATION AND CONTINGENCIES
Litigation and Other Disputes
The Company is aware of various disputes and potential claims and is a
party in various litigation involving claims against the Company, some of which
are covered by insurance. Based on facts currently known, the Company believes
that the ultimate liability, if any, which may result from known claims,
disputes and pending litigation, would not have a material adverse effect on the
Company's consolidated financial position or its results of operations with or
without consideration of insurance coverage.
Insurance
The Company is self-insured for employee health insurance claims and for
workers' compensation claims for certain of its employees. The amounts in excess
of the self-insured levels are fully insured. Self-insurance accruals are based
on claims filed and an estimate for significant claims incurred but not
reported. Although the Company believes that adequate reserves have been
provided for expected liabilities arising from its self-insured obligations, it
is reasonably possible that management's estimates of these liabilities will
change over the near term as circumstances develop.
16. COMMITMENTS
Sale and Leaseback of Equipment
The Company's Compression Services Division has entered into various sale
and leaseback arrangements where it has sold $239.8 million of compression units
and has a right to sell up to another $110.2 million of compression units. Under
these arrangements, legal title to the compression units are sold to third
parties and leased back to the division under a five year operating lease with a
market-based purchase option.
As of December 31, 1998, the Compression Services Division had sold
compressors under these arrangements having appraised values of $119.6 million
and had received cash in the amount of $100.0 million and a receivable of $19.6
million. During the year ended December 31, 1999, the Compression Services
Division sold additional compressors having an appraised value of $120.2 million
and received cash of $139.8 million, of which $19.6 million related to 1998
sales. The 1999 and 1998 sales resulted in pretax deferred gains of
approximately $35.1 million and $42.2 million, respectively. The pretax deferred
gains are included in Deferred Income Taxes and Other on the accompanying
Consolidated Balance Sheets, and may be deferred until the end of the lease.
67
<PAGE> 68
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Of the proceeds received by the Compression Services Division from the sale
and leaseback of the compressor units, $100.0 million was distributed to the
Company by the division and $65.4 million was distributed to GE Capital as part
of the joint venture. The remaining proceeds of these sales were utilized by the
division for internal corporate purposes and growth. The Company has guaranteed
certain of the obligations of the Compression Services Division with respect to
the sale of $200.0 million of the compression units. The Company has guaranteed
a minimum residual value of the leased equipment at the end of the lease. The
Compression Services Division has similarly agreed to guarantee a portion of the
residual value of all of the leased equipment under these leases. The remaining
sales by the division were done on a non-recourse basis to the Company and are
limited solely to the assets of the Compression Services Division.
The lease agreements calls for quarterly payments. The following table
provides future minimum lease payments (in thousands) under the lease exclusive
of any guarantee payments:
2000.................................................. $ 16,856
2001.................................................. 16,856
2002.................................................. 16,856
2003.................................................. 16,156
2004.................................................. 4,193
--------
$ 70,917
========
Other Operating Leases
The Company is committed under various other noncancelable operating leases
which primarily relate to office space and equipment.
Future minimum rental commitments attributable to continuing operations
under these noncancelable operating leases are as follows (in thousands):
2000.................................................. $ 23,291
2001.................................................. 18,443
2002.................................................. 13,369
2003.................................................. 9,095
2004.................................................. 6,987
Thereafter............................................ 31,192
--------
$102,377
========
Total rent expense incurred under operating leases attributable to
continuing operations was approximately $31.0 million, $26.4 million and $26.1
million for the years ended December 31, 1999, 1998, and 1997, respectively.
Other Commitments
In the fourth quarter of 1999 the Compression Services Division sold its
manufacturing facility in Corpus Christi, Texas for $14.6 million. Under terms
of the sale, the Compression Services Division has agreed to make purchases from
that facility for approximately $38.0 million over a five-year period.
17. RELATED PARTY TRANSACTIONS
The Company incurred legal fees of $3.0 million, $3.1 million and $2.7
million during 1999, 1998 and 1997, respectively, with a law firm in which a
former director and a current executive officer of the Company were partners.
In 1998, the Company paid Lehman Brothers Inc., an affiliate of Lehman
Brothers Holding Inc., a major stockholder of the Company, approximately $3.0
million for fees associated with the Merger. In 1997, the Company paid
approximately $2.0 million for dealer management fees associated with the Tender
Offer of the Senior Notes and the Debenture offering. The fee arrangements
associated with these transactions were on terms standard in the industry.
68
<PAGE> 69
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
18. SEGMENT INFORMATION
Foreign Operations
Financial information by geographic segment for each of the three years
ended December 31, 1999, is summarized below. Revenues are attributable to
countries based on the location of the entity selling the products or performing
the services. Long-lived assets are long-term assets excluding deferred tax
assets of $66.1 million, $16.7 million, and $12.8 million for 1999, 1998 and
1997, respectively, and net assets of discontinued operations.
<TABLE>
<CAPTION>
UNITED LATIN
STATES CANADA AMERICA EUROPE OTHER TOTAL
---------- -------- --------- -------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1999
Revenues from unaffiliated customers.. $ 589,815 $229,672 $108,247 $140,458 $172,008 $1,240,200
Long-lived assets..................... 1,162,077 298,394 168,109 319,957 76,165 2,024,702
1998
Revenues from unaffiliated customers.. $ 634,222 $233,304 $124,434 $162,738 $209,151 $1,363,849
Long-lived assets..................... 674,243 288,091 128,141 149,231 104,861 1,344,567
1997
Revenues from unaffiliated customers.. $ 714,488 $212,398 $103,046 $147,809 $179,633 $1,357,374
Long-lived assets..................... 832,116 113,596 130,446 141,253 62,306 1,279,717
</TABLE>
Business Segments
The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in virtually every oil and gas exploration and production region in the
world. In 1999, the Company redefined its business segments into four separate
groups: drilling and intervention services, completion systems, artificial lift
systems and compression services. The following information has been restated
for all periods presented to reflect this regrouping.
The Company's drilling and intervention services segment provides fishing
and rental services, well installation services, cementing products and
underbalanced drilling and specialty pipeline services.
The Company's completion systems segment provides completion products and
systems including packers, sand control, flow control, liner hangers, inflatable
packers and intelligent well technology.
The Company's artificial lift systems segment designs, manufactures, sells
and services a complete line of artificial lift equipment, including progressing
cavity pumps, reciprocating rod lift, gas lift, electrical submersible pumps and
hydraulic lift. This segment also offers well optimization and remote monitoring
and control services.
The Company's compression services segment packages, rents and sells parts
and services for gas compressor units over a broad horsepower range.
69
<PAGE> 70
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Financial information by industry segment for each of the three years ended
December 31, 1999 is summarized below. The total assets do not include the net
assets of discontinued operations. The accounting policies of the segments are
the same as those described in the summary of significant accounting policies.
<TABLE>
<CAPTION>
DRILLING
AND
INTERVENTION COMPLETION ARTIFICIAL COMPRESSION
SERVICES SYSTEMS LIFT SYSTEMS SERVICES CORPORATE TOTAL
------------ ----------- ----------- ----------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1999
Revenues from unaffiliated
customers .................. $ 599,618 $ 121,136 $ 293,529 $ 225,917 $ -- $1,240,200
EBITDA (a) ................... 173,432 (7,428) 36,519 54,699 (23,746) 233,476
Depreciation and amortization 97,151 14,117 20,064 33,125 2,201 166,658
Operating income (loss) ...... 76,281 (21,545) 16,455 21,574 (25,947) 66,818
Total assets ................. 1,117,884 424,505 615,887 662,695 138,957 2,959,928
Capital expenditures for
property, plant, and
equipment................... 46,074 10,731 10,347 94,755 12,393 174,300
1998
Revenues from unaffiliated
customers .................. $ 739,079 $ 118,093 $ 329,196 $ 177,481 $ -- $1,363,849
EBITDA, before merger costs
and other charges (a) ...... 269,096 8,471 40,760 41,671 (24,219) 335,779
Merger costs and other
charges(b).................. 40,785 4,170 40,800 1,500 72,795 160,050
Depreciation and amortization 87,382 8,113 19,183 23,079 1,801 139,558
Operating income (loss) ...... 140,929 (3,812) (19,223) 17,092 (98,815) 36,171
Total assets ................. 823,836 198,311 592,370 388,220 90,664 2,093,401
Capital expenditures for
property, plant,
and equipment............... 103,793 7,818 20,946 32,465 2,755 167,777
Non-cash portion of merger
costs and other charges .... 35,311 4,170 30,367 1,500 22,747 94,095
1997
Revenues from unaffiliated
customers .................. $ 846,282 $ 82,719 $ 249,476 $ 178,897 $ -- $1,357,374
EBITDA (a) ................... 288,134 13,416 31,736 36,440 (34,323) 335,403
Depreciation and amortization 81,043 5,095 8,944 21,666 2,573 119,321
Operating income (loss) ...... 207,091 8,321 22,792 14,774 (36,896) 216,082
Total assets ................. 784,783 130,159 622,853 441,759 95,758 2,075,312
Capital expenditures for
property, plant,
and equipment............... 110,658 10,764 20,213 35,705 2,970 180,310
</TABLE>
(a) The Company evaluates performance and allocates resources based on EBITDA,
which is calculated as operating income adding back depreciation and
amortization, excluding the impact of merger costs and other charges.
Calculations of EBITDA should not be viewed as a substitute to calculations
under generally accepted accounting principles, in particular operating
income and net income. In addition, EBITDA calculations by one company may
not be comparable to another company.
(b) Includes inventory write-downs of $22.4 million which have been classified
as cost of products in the accompanying Consolidated Statements of
Operations.
Major Customers and Credit Risk
Substantially all of the Company's customers are engaged in the energy
industry. This concentration of customers may impact the Company's overall
exposure to credit risk, either positively or negatively, in that customers may
be similarly affected by changes in economic and industry conditions. The
Company performs ongoing credit evaluations of its customers and does not
generally require collateral in support of its trade receivables. The Company
maintains reserves for potential credit losses, and actual losses have
historically been within the Company's expectations. Foreign sales also present
various risks, including risks of war, civil disturbances and governmental
activities that may limit or disrupt markets, restrict the movement of funds
result in the deprivation of contract rights or the taking of property without
fair consideration. Most of the Company's foreign sales, however, are to large
international companies or are secured by letters of credit or similar
arrangements.
In 1999, 1998, and 1997 there was no individual customer who accounted for
10% of consolidated revenues.
70
<PAGE> 71
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
19. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tabulation sets forth unaudited quarterly financial data for
1999 and 1998.
<TABLE>
<CAPTION>
1ST QTR. 2ND QTR. 3RD QTR. 4TH QTR. TOTAL
----------- ----------- ----------- ------------ ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
1999
Revenues............................ $ 265,341 $ 278,588 $ 323,632 $ 372,639 $1,240,200
Gross Profit........................ 81,666 75,440 85,651 103,550 346,307
Income from Continuing
Operations........................ 3,762 1,933 3,022 7,489 16,206
Loss from Discontinued
Operations........................ (1,224) (3,953) (14,115) (17,789) (37,081)
Net Income (Loss)................... 2,538 (2,020) (11,093) (10,300) (20,875)
Basic Earnings (Loss) Per Share:
Continuing Operations............. $ 0.04 $ 0.02 $ 0.03 $ 0.07 $ 0.16
Discontinued Operations........... (0.01) (0.04) (0.14) (0.16) (0.37)
--------- --------- -------- -------- ----------
Net Income (Loss)................... $ 0.03 $ (0.02) $ (0.11) $ (0.09) $ (0.21)
========= ========== ========= ========= ==========
Diluted Earnings (Loss) Per Share:
Continuing Operations............. $ 0.04 $ 0.02 $ 0.03 $ 0.07 $ 0.16
Discontinued Operations........... (0.01) (0.04) (0.14) (0.16) (0.36)
--------- --------- --------- --------- ----------
Net Income (Loss)................... $ 0.03 $ (0.02) $ (0.11) $ (0.09) $ (0.20)
========= ========= ========= ========= ==========
1998
Revenues............................ $ 380,807 $ 358,831 $ 322,258 $ 301,953 $1,363,849
Gross Profit........................ 130,675 112,854(1) 100,287 73,282(1) 417,098
Income (Loss) from Continuing
Operations........................ 35,647 (38,723) 22,239 (20,046) (883)
Income (Loss) from Discontinued
Operations........................ 25,496 23,832 20,515 (4,123) 65,720
Net Income (Loss)................... 61,143 (14,891)(1) 42,754 (24,169)(1) 64,837
Basic Earnings (Loss) Per Share:
Continuing Operations............. $ 0.37 $ (0.40) $ 0.23 $ (0.21) $ (0.01)
Discontinued Operations........... 0.26 0.25 0.21 (0.04) 0.68
--------- ---------- ---------- --------- ----------
Net Income (Loss)................... $ 0.63 $ (0.15) $ 0.44 $ (0.25) $ 0.67
========= ========= ========== ========= ==========
Diluted Earnings (Loss) Per Share:
Continuing Operations............. $ 0.37 $ (0.40) $ 0.23 $ (0.21) $ (0.01)
Discontinued Operations........... 0.26 0.25 0.21 (0.04) 0.68
--------- --------- ---------- --------- ----------
Net Income (Loss)................... $ 0.63 $ (0.15) $ 0.44 $ (0.25) $ 0.67
========= ========= ========== ========= ==========
</TABLE>
(1) The Company incurred $113.0 million and $47.0 million of pretax merger and
other costs in the second and fourth quarters of 1998, respectively. The
effect of these charges, net of tax, in the second and fourth quarters was
$73.5 and $30.5 million, respectively. Of these charges, $9.9 million and
$12.5 million related to the write-off of inventory and have been classified
as cost of products in the accompanying Consolidated Statements of
Operations.
20. SUBSEQUENT EVENTS (UNAUDITED)
In February 2000, the Company's Compression Services Division acquired Gas
Services International, Ltd. ("GSI") for approximately $23.2 million. GSI's
business units include compressor package rental, maintenance and service, and
floating production storage and off loading platforms. GSI has locations in
Indonesia, Dubai and Singapore.
71
<PAGE> 72
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G (3), information on directors and
executive officers of the Registrant is incorporated by reference from the
Company's Definitive Proxy Statement to be filed pursuant to Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G (3), information on executive
compensation is incorporated by reference from the Company's Definitive Proxy
Statement to be filed pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G (3), information on security ownership of
certain beneficial owners and management is incorporated by reference from the
Company's Definitive Proxy Statement to be filed pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G (3), information on certain relationships
and related transactions is incorporated by reference from the Company's
Definitive Proxy Statement to be filed pursuant to Regulation 14A.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report or
incorporated herein by reference:
1. The consolidated financial statements of the Company are listed
on page 45 of this report.
2. The financial statement schedule is listed on page 45 of this
report.
3. The exhibits of the Company are listed below under Item 14 (c).
(b) Reports on Form 8-K
1. Current Report on Form 8-K dated November 12, 1999, containing
pro forma financial information of the Company and Dailey
International Inc.
2. Current Report on Form 8-K dated October 22, 1999, announcing the
following:
(i) the Company's earnings for the three and nine months ended
September 30, 1999,
(ii) the Company's restated historical financial statements and
Management's Discussion and Analysis for the years ended
December 31, 1998, 1997 and 1996, the three months ended
March 31, 1999 and 1998, and the three and six months ended
June 30, 1999 and 1998, restated in light of the
reclassification of Grant Prideco as a discontinued
operation, and
(iii) restated pro forma information for the Dailey International
Inc. acquisition to reflect Grant Prideco as discontinued
operations.
72
<PAGE> 73
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Share Sale Agreement dated September 2, 1999, between the
shareholders of Petroline Wellsystems Limited and Weatherford
Eurasia Limited and Weatherford International, Inc. (including
Registration Rights Undertaking attached as Annex A)
(incorporated by reference to Exhibit 10.1 to Form 8-K (File
1-13086) filed September 7, 1999).
2.2 Agreement and Plan of Reorganization dated September 14, 1999,
among Williams Tool Co., the shareholders of Williams Tool
Co., the shareholders of Williams Tool Co. (Canada) Inc.
(formerly 598148 Alberta Ltd.), Weatherford International,
Inc. and Weatherford Acquisition, Inc. (incorporated by
reference to Exhibit 10.1 to Form 8-K (File 1-13086) filed
September 24, 1999).
2.3 Acquisition Agreement dated as of May 21, 1999, entered into
by and among Weatherford International, Inc., Dailey
International Inc. and certain subsidiaries of Dailey named
therein (incorporated by reference to Exhibit 2.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (File 1-13086)).
2.4 Agreement and Plan of Merger dated as of March 4, 1998, by and
between EVI, Inc. and Weatherford Enterra, Inc. (incorporated
by reference to Exhibit 2.1 to Amendment No. 1 to Form 8-K on
Form 8-K/A, File 1-13086, filed March 9, 1998).
2.5 Amendment No. 1 dated as of April 17, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by
reference to Exhibit 2.2 to Form 8-K, File 1-13086, filed
April 21, 1998).
2.6 Amendment No. 2 dated as of April 22, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, as amended by
and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit 2.3 to Form 8-K, File
1-13086, filed April 23, 1998).
2.7 Share Purchase Agreement made and entered into as of January
30, 1998, by and among the shareholders of Nika Enterprises
Ltd., an Alberta corporation, listed on the signature pages
thereto and EVI Oil Tools Canada Ltd., an Alberta corporation
(incorporated by reference to Exhibit 2.1 to the Form 8-K,
File 1-13086, filed March 3, 1998).
2.8 Agreement and Plan of Merger dated as of December 12, 1997, by
and among EVI, Inc., Christiana Acquisition, Inc., Christiana
Companies, Inc. and C2, Inc. (incorporated by reference to
Exhibit 2.1 to Form 8-K, File 1-13086, filed December 31,
1997).
2.9 Agreement dated as of December 12, 1997, by and among EVI,
Inc., Christiana Companies, Inc., Total Logistic Control, LLC
and C2, Inc. (incorporated by reference to Exhibit 2.2 to Form
8-K, File 1-13086, filed December 31, 1997).
2.10 Letter Agreement dated December 12, 1997, by and among EVI,
Inc., Christiana Acquisition, Inc., Christiana Companies, Inc.
and C2, Inc. (incorporated by reference to Exhibit 2.3 to Form
8-K, File 1-13086, filed December 31, 1997).
2.11 Amended and Restated Arrangement Agreement by and between Taro
Industries Limited, and EVI, Inc. and 756745 Alberta Ltd. and
759572 Alberta Ltd. dated as of December 5, 1997 (incorporated
by reference to Exhibit 2.4 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.12 Stock Purchase Agreement dated as of October 9, 1997, between
EVI, Inc. and PACCAR Inc. (incorporated by reference to
Exhibit 2.1 to Form 8-K, File 1-13086, filed October 21,
1997).
2.13 Stock Purchase Agreement dated as of October 9, 1997, among
certain shareholders of BMW Monarch (Lloydminster) Ltd., the
shareholders of BMW Pump Inc., the shareholder of Makelki
Holdings Ltd., the shareholder of 589979 Alberta Ltd., the
shareholders of 600969 Alberta Ltd., the shareholders of
391862 Alberta Ltd. and EVI, Inc. (incorporated by reference
to Exhibit 2.2 to Form 8-K, File 1-13086, filed October 21,
1997).
2.14 Agreement and Plan of Merger dated as of December 5, 1996,
among Energy Ventures, Inc., GulfMark Acquisition Co.,
GulfMark International, Inc. and New GulfMark International,
Inc. (incorporated by reference to Exhibit 2.2 to Form 8-K,
File 1-13086, filed December 26, 1996).
73
<PAGE> 74
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.15 Agreement and Plan of Distribution dated as of December 5,
1996, by and among GulfMark International, Inc., New GulfMark
International, Inc. and Energy Ventures, Inc. (incorporated by
reference to Exhibit 2.3 to Form 8-K, File 1-13086, filed
December 26, 1996).
2.16 First Amendment to Agreement and Plan of Merger dated as of
March 27, 1997, by and among Energy Ventures, Inc., GulfMark
Acquisition Co., GulfMark International, Inc. and GulfMark
Offshore, Inc. (incorporated by reference to Exhibit 2.3 to
the Registration Statement on Form S-4, as amended (Reg. No.
333-24133)).
2.17 Amendment No. 1 dated as of May 26, 1998, to the Agreement and
Plan of Merger dated as of December 12, 1997 and to the
Agreement dated as of December 12, 1997, by and among EVI,
Inc., Christiana Acquisition, Inc., Christiana Companies,
Inc., C2, Inc. and Total Logistic Control, LLC (incorporated
by reference to Exhibit 2.18 to the Registration Statement on
Form S-4, as amended (Reg. No. 333-58741)).
2.18 Amended and Restated Agreement and Plan of Merger among
Weatherford International, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc. and C2, Inc. dated as of October
14, 1998 (incorporated by reference to Exhibit 2.19 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.19 Amendment No. 2 to Logistic Purchase Agreement by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of October
12, 1998 (incorporated by reference to Exhibit 2.20 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.20 Amendment No. 1 to Amended and Restated Agreement and Plan of
Merger, by and among Weatherford International, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc. and
C2, Inc. dated as of January 5, 1999 (incorporated by
reference to Exhibit 2.21 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
2.21 Amendment No. 3 to Logistic Purchase Agreement, by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of January
5,1999 (incorporated by reference to Exhibit 2.22 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086)).
3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to Form 8-K, File 1-13086, filed June
2, 1998).
4.1 See Exhibit Nos. 3.1 and 3.2 for provisions of the Amended and
Restated Certificate of Incorporation and Amended and Restated
By-Laws of the Registrant defining the rights of the holders
of Common Stock.
4.2 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd.,
Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V.,
as Syndication Agent, and the other Lenders defined therein,
including the forms of Notes (incorporated by reference to
Exhibit 4.1 to the Form 8-K, File 1-13086, filed June 16,
1998).
4.3 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.4 First Supplemental Indenture dated and effective as of May 27,
1998, by and among EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit No. 4.1 to Form 8-K, File 1-13086, filed June 2,
1998).
74
<PAGE> 75
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.5 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.6 Indenture dated as of October 15, 1997, between EVI, Inc. and
The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.13 to the Registration Statement on
Form S-3 (Reg. No. 333-45207)).
4.7 First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including form of Debenture) (incorporated by reference to
Exhibit 4.2 to Form 8-K, File 1-13086, filed November 5,
1997).
4.8 Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by reference to Exhibit 4.3 to Form 8-K, File 1-13086, filed
November 5, 1997).
4.9 Participation Agreement dated December 8, 1998 by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-4 (Reg.
No. 333-65663)).
4.10 Master Lease Intended as Security dated as of December 8, 1998
between Weatherford Enterra Compression Company, L.P., as
Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.11 Guaranty Agreement dated as of December 8, 1998 between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
*+10.1 Employment Agreement with Mark Hoppman and Gary Warren.
*10.2 Employment Agreement dated as of March 1, 1999, between
Weatherford International, Inc. and Bruce F. Longaker, Jr.
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999 (File No. 1-13086)).
*10.3 Weatherford Enterra, Inc. Non-Employee Director Stock Option
Plan, as amended and restated (incorporated by reference to
Exhibit 10.1 to Weatherford Enterra, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 (File No.
1-7867)).
*10.4 Weatherford International Incorporated 1987 Stock Option Plan,
as amended and restated (incorporated by reference to Exhibit
10.3 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.5 Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit 10.4 to
Weatherford Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
*10.6 Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4.19 to
the Company's Registration Statement on Form S-8 (Reg. No.
333-53633)).
*10.7 Weatherford Enterra, Inc. Restricted Stock Incentive Plan, as
amended and restated (incorporated by reference to Exhibit
10.6 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.8 Amended and Restated Change of Control Agreement with Jon
Nicholson (incorporated by reference to Exhibit 10.1 to
Weatherford Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
75
<PAGE> 76
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
*10.9 Change of Control Agreement with Randall D. Stilley
(incorporated by reference to Exhibit 10.1 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-17867)).
*10.10 Indemnification Agreements with Robert K. Moses, Jr.
(incorporated by reference to Exhibit 10.10 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1987 (File No. 1-7867)); Philip Burguieres
(incorporated by reference to Exhibit 10.4 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991 (File No. 1-7867)); William E. Macaulay
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)); Jon Nicholson
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)); and Randall D. Stilley
(incorporated by reference to Exhibit 10.1 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-17867)).
*10.11 Employment Agreement dated as of June 15, 1998, between EVI
Weatherford, Inc. and Philip Burguieres (incorporated by
reference to Exhibit No. 10.9 to Form 10-Q, File 1-13086,
filed August 14, 1998).
*10.12 Energy Ventures, Inc. Executive Deferred Compensation Stock
Ownership Plan and related Trust Agreement (incorporated by
reference to Form 10-Q, File 1-13086, filed November 16,
1992).
*10.13 First Amendment to Energy Ventures, Inc. Executive Deferred
Compensation Stock Ownership Plan dated June 28, 1993
(incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-8 (Reg. No. 33-65790)).
*10.14 Energy Ventures, Inc. Non-Employee Director Deferred
Compensation Plan (incorporated by reference to Form 10-Q,
File 1-13086, filed November 16, 1992).
*10.15 Energy Ventures, Inc. 1991 Non-Employee Director Stock Option
Plan and Form of Agreement (incorporated by reference to Form
10-Q, File 1-13086, filed August 8, 1991).
*10.16 Energy Ventures, Inc. 1992 Employee Stock Option Plan, as
amended (incorporated by reference to Exhibit 4.7 to the
Registration Statement on Form S-8 (Reg. No. 333-13531)).
*10.17 Energy Ventures, Inc. Employee Stock Option Plan (incorporated
by reference to Exhibit 4.1 to the Registration Statement on
Form S-8 (Reg. No. 33-31662)).
*10.18 Form of Stock Option Agreement under the Company's Employee
Stock Option Plan (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.19 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Form 10-Q, File
1-13086, filed August 12, 1995).
*10.20 Employment Agreements with each of Bernard J. Duroc-Danner,
Frances R. Powell, John C. Coble and Robert Stiles
(incorporated by reference to Exhibit No. 10.9 to Form 10-K,
File 1-13086, filed March 27, 1998).
*10.21 Employment Agreement dated March 16, 1998, between EVI, Inc.
and Curtis W. Huff (incorporated by reference to Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 (File No. 1-13086)).
*10.22 Employment Agreements with E. Lee Colley, III, Donald R.
Galletly, Jon R. Nicholson and Randall D. Stilley
(incorporated by reference to Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086)).
*10.23 Weatherford International, Inc. 1998 Employee Stock Option
Plan, including form of agreement for officers (incorporated
by reference to Exhibit 10.22 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 (File No.
1-13086)).
76
<PAGE> 77
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
*10.24 Form of Stock Option Agreement for Non-Employee Directors
dated September 8, 1998 (incorporated by reference to Exhibit
10.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
*10.25 Form of Warrant Agreement with Robert K. Moses, Jr. dated
September 8, 1998 (incorporated by reference to Exhibit 10.24
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
10.26 Formation Agreement dated as of February 2, 1999, by and among
Weatherford International, Inc., Weatherford Enterra
Compression Company, L.P., General Electric Capital
Corporation and Global Compression Services, Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K, File
1-13086, filed February 5, 1999).
10.27 Limited Partnership Agreement of Weatherford Global
Compression Services, L.P. dated as of February 2, 1999, by
and among Weatherford Global Compression Holding, L.L.C.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.2 to Form 8-K, File 1-13086, filed February 5,
1999).
10.28 Limited Liability Company Agreement of Weatherford Global
Compression Holding, L.L.C. dated as of February 2, 1999, by
and between Weatherford Enterra Compression Company, L.P. and
Global Compression Services, Inc. (incorporated by reference
to Exhibit 10.3 to Form 8-K, File 1-13086, filed February 5,
1999).
10.29 Registration Rights Agreement dated as of February 2, 1999,
among Weatherford Global Compression Services, L.P.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.4 to Form 8-K, File 1-13086, filed February 5,
1999).
10.30 Manufacturing and Sales Agreement dated as of January 1, 1996,
by and between Grant Prideco, S.A. and Oil Country Tubular
Limited (incorporated by reference to Exhibit No. 10.34 to
Form 10-K, File 1-13086, filed March 20, 1996).
10.31 Amended and Restated Lease Agreement dated May 3, 1996,
between Baker Hughes Oilfield Operations, Inc. and Grant
Prideco, Inc. (incorporated by reference to Exhibit No. 10.14
to Form 10-K, as amended by Form 10-K/A, File 1-13086, filed
March 24, 1997).
10.32 The Woodward, Oklahoma lease agreements as amended
(incorporated by reference to Exhibit No. 10.32 to Form 10-K,
File 1-13086, filed March 23, 1995).
+21.1 Subsidiaries of Weatherford International, Inc.
+23.1 Consent of Arthur Andersen LLP.
+27.1 Financial Data Schedule.
- ----------
* Management contract or compensatory plan or arrangement
+ Filed herewith
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries,
because the total amount of securities authorized under any of such
instruments does not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to furnish a copy of
any of such instruments to the Securities and Exchange Commission upon
request.
We agree to furnish to any requesting stockholder a copy of any of the above
named exhibits upon the payment of our reasonable expenses of obtaining,
duplicating and mailing the requested exhibits. All requests for copies of
exhibits should be made in writing to our Investor Relations Department at
515 Post Oak Blvd., Suite 600, Houston, TX 77027.
(d) Financial Statement Schedule
77
<PAGE> 78
SCHEDULE II
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
FOR THE THREE YEARS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES COLLECTIONS DEDUCTIONS PERIOD
- -------------------------------------------- ---------- ---------- ----------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999:
Allowance for uncollectible accounts
receivable............................. $19,398 $ 5,083 $352 $(4,951) $19,882
YEAR ENDED DECEMBER 31, 1998:
Allowance for uncollectible accounts
receivable............................. $23,077 $ 2,189 $910 $(6,778) $19,398
YEAR ENDED DECEMBER 31, 1997:
Allowance for uncollectible accounts
receivable............................. $16,635 $13,088 $180 $(6,826) $23,077
</TABLE>
All other schedules are omitted because they are not required or because the
information is included in the financial statements or notes thereto.
78
<PAGE> 79
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Houston, State of Texas, on March 15, 2000.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Bernard J. Duroc-Danner
------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer,
Chairman of the Board and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer, Chairman March 15, 2000
/s/ Bernard J. Duroc-Danner of the Board and Director
- -------------------------------------------- (Principal Executive Officer)
Bernard J. Duroc-Danner
Executive Vice President and Chief Financial March 15, 2000
/s/ Curtis W. Huff Officer
- -------------------------------------------- (Principal Finance and Accounting Officer)
Curtis W. Huff
/s/ Philip Burguieres Director March 15, 2000
- --------------------------------------------
Philip Burguieres
/s/ David J. Butters Director March 15, 2000
- --------------------------------------------
David J. Butters
/s/ Sheldon B. Lubar Director March 15, 2000
- --------------------------------------------
Sheldon B. Lubar
/s/ William E. Macaulay Director March 15, 2000
- --------------------------------------------
William E. Macaulay
/s/ Robert B. Millard Director March 15, 2000
- --------------------------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director March 15, 2000
- --------------------------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director March 15, 2000
- --------------------------------------------
Robert A. Rayne
</TABLE>
79
<PAGE> 80
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2.1 Share Sale Agreement dated September 2, 1999, between the
shareholders of Petroline Wellsystems Limited and Weatherford
Eurasia Limited and Weatherford International, Inc. (including
Registration Rights Undertaking attached as Annex A)
(incorporated by reference to Exhibit 10.1 to Form 8-K (File
1-13086) filed September 7, 1999).
2.2 Agreement and Plan of Reorganization dated September 14, 1999,
among Williams Tool Co., the shareholders of Williams Tool
Co., the shareholders of Williams Tool Co. (Canada) Inc.
(formerly 598148 Alberta Ltd.), Weatherford International,
Inc. and Weatherford Acquisition, Inc. (incorporated by
reference to Exhibit 10.1 to Form 8-K (File 1-13086) filed
September 24, 1999).
2.3 Acquisition Agreement dated as of May 21, 1999, entered into
by and among Weatherford International, Inc., Dailey
International Inc. and certain subsidiaries of Dailey named
therein (incorporated by reference to Exhibit 2.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (File 1-13086)).
2.4 Agreement and Plan of Merger dated as of March 4, 1998, by and
between EVI, Inc. and Weatherford Enterra, Inc. (incorporated
by reference to Exhibit 2.1 to Amendment No. 1 to Form 8-K on
Form 8-K/A, File 1-13086, filed March 9, 1998).
2.5 Amendment No. 1 dated as of April 17, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, by and between
EVI, Inc. and Weatherford Enterra, Inc. (incorporated by
reference to Exhibit 2.2 to Form 8-K, File 1-13086, filed
April 21, 1998).
2.6 Amendment No. 2 dated as of April 22, 1998, to the Agreement
and Plan of Merger dated as of March 4, 1998, as amended by
and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit 2.3 to Form 8-K, File
1-13086, filed April 23, 1998).
2.7 Share Purchase Agreement made and entered into as of January
30, 1998, by and among the shareholders of Nika Enterprises
Ltd., an Alberta corporation, listed on the signature pages
thereto and EVI Oil Tools Canada Ltd., an Alberta corporation
(incorporated by reference to Exhibit 2.1 to the Form 8-K,
File 1-13086, filed March 3, 1998).
2.8 Agreement and Plan of Merger dated as of December 12, 1997, by
and among EVI, Inc., Christiana Acquisition, Inc., Christiana
Companies, Inc. and C2, Inc. (incorporated by reference to
Exhibit 2.1 to Form 8-K, File 1-13086, filed December 31,
1997).
2.9 Agreement dated as of December 12, 1997, by and among EVI,
Inc., Christiana Companies, Inc., Total Logistic Control, LLC
and C2, Inc. (incorporated by reference to Exhibit 2.2 to Form
8-K, File 1-13086, filed December 31, 1997).
2.10 Letter Agreement dated December 12, 1997, by and among EVI,
Inc., Christiana Acquisition, Inc., Christiana Companies, Inc.
and C2, Inc. (incorporated by reference to Exhibit 2.3 to Form
8-K, File 1-13086, filed December 31, 1997).
2.11 Amended and Restated Arrangement Agreement by and between Taro
Industries Limited, and EVI, Inc. and 756745 Alberta Ltd. and
759572 Alberta Ltd. dated as of December 5, 1997 (incorporated
by reference to Exhibit 2.4 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.12 Stock Purchase Agreement dated as of October 9, 1997, between
EVI, Inc. and PACCAR Inc. (incorporated by reference to
Exhibit 2.1 to Form 8-K, File 1-13086, filed October 21,
1997).
2.13 Stock Purchase Agreement dated as of October 9, 1997, among
certain shareholders of BMW Monarch (Lloydminster) Ltd., the
shareholders of BMW Pump Inc., the shareholder of Makelki
Holdings Ltd., the shareholder of 589979 Alberta Ltd., the
shareholders of 600969 Alberta Ltd., the shareholders of
391862 Alberta Ltd. and EVI, Inc. (incorporated by reference
to Exhibit 2.2 to Form 8-K, File 1-13086, filed October 21,
1997).
2.14 Agreement and Plan of Merger dated as of December 5, 1996,
among Energy Ventures, Inc., GulfMark Acquisition Co.,
GulfMark International, Inc. and New GulfMark International,
Inc. (incorporated by reference to Exhibit 2.2 to Form 8-K,
File 1-13086, filed December 26, 1996).
</TABLE>
<PAGE> 81
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.15 Agreement and Plan of Distribution dated as of December 5,
1996, by and among GulfMark International, Inc., New GulfMark
International, Inc. and Energy Ventures, Inc. (incorporated by
reference to Exhibit 2.3 to Form 8-K, File 1-13086, filed
December 26, 1996).
2.16 First Amendment to Agreement and Plan of Merger dated as of
March 27, 1997, by and among Energy Ventures, Inc., GulfMark
Acquisition Co., GulfMark International, Inc. and GulfMark
Offshore, Inc. (incorporated by reference to Exhibit 2.3 to
the Registration Statement on Form S-4, as amended (Reg. No.
333-24133)).
2.17 Amendment No. 1 dated as of May 26, 1998, to the Agreement and
Plan of Merger dated as of December 12, 1997 and to the
Agreement dated as of December 12, 1997, by and among EVI,
Inc., Christiana Acquisition, Inc., Christiana Companies,
Inc., C2, Inc. and Total Logistic Control, LLC (incorporated
by reference to Exhibit 2.18 to the Registration Statement on
Form S-4, as amended (Reg. No. 333-58741)).
2.18 Amended and Restated Agreement and Plan of Merger among
Weatherford International, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc. and C2, Inc. dated as of October
14, 1998 (incorporated by reference to Exhibit 2.19 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.19 Amendment No. 2 to Logistic Purchase Agreement by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of October
12, 1998 (incorporated by reference to Exhibit 2.20 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
2.20 Amendment No. 1 to Amended and Restated Agreement and Plan of
Merger, by and among Weatherford International, Inc.,
Christiana Acquisition, Inc., Christiana Companies, Inc. and
C2, Inc. dated as of January 5, 1999 (incorporated by
reference to Exhibit 2.21 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
2.21 Amendment No. 3 to Logistic Purchase Agreement, by and among
Weatherford International, Inc., Total Logistic Control, LLC,
Christiana Companies, Inc. and C2, Inc. dated as of January
5,1999 (incorporated by reference to Exhibit 2.22 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086)).
3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to Form 8-K, File 1-13086, filed June
2, 1998).
4.1 See Exhibit Nos. 3.1 and 3.2 for provisions of the Amended and
Restated Certificate of Incorporation and Amended and Restated
By-Laws of the Registrant defining the rights of the holders
of Common Stock.
4.2 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd.,
Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V.,
as Syndication Agent, and the other Lenders defined therein,
including the forms of Notes (incorporated by reference to
Exhibit 4.1 to the Form 8-K, File 1-13086, filed June 16,
1998).
4.3 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.4 First Supplemental Indenture dated and effective as of May 27,
1998, by and among EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit No. 4.1 to Form 8-K, File 1-13086, filed June 2,
1998).
</TABLE>
<PAGE> 82
<TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.5 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes Due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K, File No. 1-7867,
dated May 28, 1996).
4.6 Indenture dated as of October 15, 1997, between EVI, Inc. and
The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.13 to the Registration Statement on
Form S-3 (Reg. No. 333-45207)).
4.7 First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including form of Debenture) (incorporated by reference to
Exhibit 4.2 to Form 8-K, File 1-13086, filed November 5,
1997).
4.8 Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by reference to Exhibit 4.3 to Form 8-K, File 1-13086, filed
November 5, 1997).
4.9 Participation Agreement dated December 8, 1998 by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-4 (Reg.
No. 333-65663)).
4.10 Master Lease Intended as Security dated as of December 8, 1998
between Weatherford Enterra Compression Company, L.P., as
Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to the
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.11 Guaranty Agreement dated as of December 8, 1998 between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to the Registration Statement on
Form S-4 (Reg. No. 333-65663)).
*+10.1 Employment Agreement with Mark Hoppman and Gary Warren.
*10.2 Employment Agreement dated as of March 1, 1999, between
Weatherford International, Inc. and Bruce F. Longaker, Jr.
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999 (File No. 1-13086)).
*10.3 Weatherford Enterra, Inc. Non-Employee Director Stock Option
Plan, as amended and restated (incorporated by reference to
Exhibit 10.1 to Weatherford Enterra, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 (File No.
1-7867)).
*10.4 Weatherford International Incorporated 1987 Stock Option Plan,
as amended and restated (incorporated by reference to Exhibit
10.3 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.5 Weatherford Enterra, Inc. 1991 Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit 10.4 to
Weatherford Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
*10.6 Weatherford Enterra, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4.19 to
the Company's Registration Statement on Form S-8 (Reg. No.
333-53633)).
*10.7 Weatherford Enterra, Inc. Restricted Stock Incentive Plan, as
amended and restated (incorporated by reference to Exhibit
10.6 to Weatherford Enterra, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 1-7867)).
*10.8 Amended and Restated Change of Control Agreement with Jon
Nicholson (incorporated by reference to Exhibit 10.1 to
Weatherford Enterra, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996 (File No. 1-7867)).
</TABLE>
<PAGE> 83
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
*10.9 Change of Control Agreement with Randall D. Stilley
(incorporated by reference to Exhibit 10.1 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-17867)).
*10.10 Indemnification Agreements with Robert K. Moses, Jr.
(incorporated by reference to Exhibit 10.10 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1987 (File No. 1-7867)); Philip Burguieres
(incorporated by reference to Exhibit 10.4 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991 (File No. 1-7867)); William E. Macaulay
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-7867)); Jon Nicholson
(incorporated by reference to Exhibit 10.2 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-7867)); and Randall D. Stilley
(incorporated by reference to Exhibit 10.1 to Weatherford
Enterra, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-17867)).
*10.11 Employment Agreement dated as of June 15, 1998, between EVI
Weatherford, Inc. and Philip Burguieres (incorporated by
reference to Exhibit No. 10.9 to Form 10-Q, File 1-13086,
filed August 14, 1998).
*10.12 Energy Ventures, Inc. Executive Deferred Compensation Stock
Ownership Plan and related Trust Agreement (incorporated by
reference to Form 10-Q, File 1-13086, filed November 16,
1992).
*10.13 First Amendment to Energy Ventures, Inc. Executive Deferred
Compensation Stock Ownership Plan dated June 28, 1993
(incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-8 (Reg. No. 33-65790)).
*10.14 Energy Ventures, Inc. Non-Employee Director Deferred
Compensation Plan (incorporated by reference to Form 10-Q,
File 1-13086, filed November 16, 1992).
*10.15 Energy Ventures, Inc. 1991 Non-Employee Director Stock Option
Plan and Form of Agreement (incorporated by reference to Form
10-Q, File 1-13086, filed August 8, 1991).
*10.16 Energy Ventures, Inc. 1992 Employee Stock Option Plan, as
amended (incorporated by reference to Exhibit 4.7 to the
Registration Statement on Form S-8 (Reg. No. 333-13531)).
*10.17 Energy Ventures, Inc. Employee Stock Option Plan (incorporated
by reference to Exhibit 4.1 to the Registration Statement on
Form S-8 (Reg. No. 33-31662)).
*10.18 Form of Stock Option Agreement under the Company's Employee
Stock Option Plan (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-8 (Reg. No. 33-31662)).
*10.19 Amended and Restated Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Form 10-Q, File
1-13086, filed August 12, 1995).
*10.20 Employment Agreements with each of Bernard J. Duroc-Danner,
Frances R. Powell, John C. Coble and Robert Stiles
(incorporated by reference to Exhibit No. 10.9 to Form 10-K,
File 1-13086, filed March 27, 1998).
*10.21 Employment Agreement dated March 16, 1998, between EVI, Inc.
and Curtis W. Huff (incorporated by reference to Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 (File No. 1-13086)).
*10.22 Employment Agreements with E. Lee Colley, III, Donald R.
Galletly, Jon R. Nicholson and Randall D.Stilley (incorporated
by reference to Exhibit 10.21 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998 (File
No. 1-13086)).
*10.23 Weatherford International, Inc. 1998 Employee Stock Option
Plan, including form of agreement for officers (incorporated
by reference to Exhibit 10.22 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 (File No.
1-13086)).
</TABLE>
<PAGE> 84
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
*10.24 Form of Stock Option Agreement for Non-Employee Directors
dated September 8, 1998 (incorporated by reference to Exhibit
10.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
*10.25 Form of Warrant Agreement with Robert K. Moses, Jr. dated
September 8, 1998 (incorporated by reference to Exhibit 10.24
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086)).
10.26 Formation Agreement dated as of February 2, 1999, by and among
Weatherford International, Inc., Weatherford Enterra
Compression Company, L.P., General Electric Capital
Corporation and Global Compression Services, Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K, File
1-13086, filed February 5, 1999).
10.27 Limited Partnership Agreement of Weatherford Global
Compression Services, L.P. dated as of February 2, 1999, by
and among Weatherford Global Compression Holding, L.L.C.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.2 to Form 8-K, File 1-13086, filed February 5,
1999).
10.28 Limited Liability Company Agreement of Weatherford Global
Compression Holding, L.L.C. dated as of February 2, 1999, by
and between Weatherford Enterra Compression Company, L.P. and
Global Compression Services, Inc. (incorporated by reference
to Exhibit 10.3 to Form 8-K, File 1-13086, filed February 5,
1999).
10.29 Registration Rights Agreement dated as of February 2, 1999,
among Weatherford Global Compression Services, L.P.,
Weatherford Enterra Compression Company, L.P. and Global
Compression Services, Inc. (incorporated by reference to
Exhibit 10.4 to Form 8-K, File 1-13086, filed February 5,
1999).
10.30 Manufacturing and Sales Agreement dated as of January 1, 1996,
by and between Grant Prideco, S.A. and Oil Country Tubular
Limited (incorporated by reference to Exhibit No. 10.34 to
Form 10-K, File 1-13086, filed March 20, 1996).
10.31 Amended and Restated Lease Agreement dated May 3, 1996,
between Baker Hughes Oilfield Operations, Inc. and Grant
Prideco, Inc. (incorporated by reference to Exhibit No. 10.14
to Form 10-K, as amended by Form 10-K/A, File 1-13086, filed
March 24, 1997).
10.32 The Woodward, Oklahoma lease agreements as amended
(incorporated by reference to Exhibit No. 10.32 to Form 10-K,
File 1-13086, filed March 23, 1995).
+21.1 Subsidiaries of Weatherford International, Inc.
+23.1 Consent of Arthur Andersen LLP.
+27.1 Financial Data Schedule.
</TABLE>
- ----------
* Management contract or compensatory plan or arrangement
+ Filed herewith
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not
filed with this Annual Report on Form 10-K certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries,
because the total amount of securities authorized under any of such
instruments does not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to furnish a copy of
any of such instruments to the Securities and Exchange Commission upon
request.
We agree to furnish to any requesting stockholder a copy of any of the above
named exhibits upon the payment of our reasonable expenses of obtaining,
duplicating and mailing the requested exhibits. All requests for copies of
exhibits should be made in writing to our Investor Relations Department at
515 Post Oak Blvd., Suite 600, Houston, TX 77027.
<PAGE> 1
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into and
effective as of October 4, 1999, by and between Weatherford International, Inc.,
a Delaware corporation (the "Company"), and Mark E. Hopmann (the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company desires to employ the Employee on the terms set
forth below to provide services to the Company, and the Employee is willing to
accept such employment and provide such services on the terms set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the parties hereto do hereby agree:
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) "Cause" shall mean:
(i) the willful and continued failure of the Employee
to perform substantially the Employee's duties with the Company or one
of its affiliates (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand
for substantial performance is delivered to the Employee by the Company
which specifically identifies the manner in which the Employee has not
substantially performed the Employee's duties, or
(ii) the willful engaging by the Employee in illegal
conduct or gross misconduct which is materially and demonstrably
injurious to the Company.
No act, or failure to act, on the part of the Employee shall
be considered "willful" unless it is done, or omitted to be done, by
the Employee in bad faith or without reasonable belief that the
Employee's action or omission was in the best interests of the Company.
Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of the
Chief Executive Officer or of a senior officer of the Company or based
upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Employee in good
faith and in the best interests of the Company.
(b) "Change of Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20 percent or more of either (A)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change of
Control:
(A) any acquisition directly from the
Company,
<PAGE> 2
(B) any acquisition by the Company,
(C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, or
(D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) of this Section 1(b); or
(ii) Individuals, who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual was a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a "Corporate Transaction") in each case,
unless, following such Corporate Transaction, (A) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 60
percent of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Corporate Transaction, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may
be, (B) no Person (excluding any corporation resulting from such
Corporate Transaction or any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate
Transaction) beneficially owns, directly or indirectly, 20 percent or
more of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Corporate Transaction or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Corporate Transaction and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Corporate
Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Corporate Transaction; or
(iv) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(c) "Good Reason" shall mean the occurrence of any of the
following after a Change of Control of the Company:
(i) the assignment to the Employee of any duties
inconsistent in any material respect with the Employee's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 3(a)
of this Agreement, or any other action by the Company which results in
a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent
action not taken
2
<PAGE> 3
in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Employee;
(ii) any failure by the Company to comply with any of
the provisions of Section 3(b) of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Employee;
(iii) the Company's requiring the Employee to be
based at any office or location other than as provided in Section 3(a)
hereof or the Company's requiring the Employee to travel on Company
business to a substantially greater extent than required to perform the
Employee's duties hereunder;
(iv) any purported termination by the Company of the
Employee's employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company to comply with and
satisfy Section 10(c) of this Agreement.
(d) "Board" shall mean the Board of Directors of the
Company.
2. Employment Period. The Company hereby agrees that the Company or an
affiliated company will continue the Employee in its employ, and the Employee
hereby agrees to remain in the employ of the Company or an affiliate subject to
the terms and conditions of this Agreement, for the period commencing on the
date hereof and ending on October 31, 2001 (the "Employment Period"); provided,
however, if there is a Change of Control prior to October 31, 2001, the
Employment Period shall be extended for two years after the Change of Control.
3. Terms of Employment.
(a) Position and Duties. The Employee shall serve as a Vice
President of the Company's Completion Division or such other principal division
of the Company to which the Employee may be assigned. During the Employment
Period, the Employee's services shall be performed principally at the Company's
principal executive offices in Houston, Texas or other locations less than 35
miles from such principal executive offices; provided, however, the Employee may
be required to travel on a reasonable basis in a manner consistent with the
duties of the Employee.
(b) Compensation.
(i) Base Salary. During the Employment Period, the
Employee shall receive an annual base salary of $200,004 ("Annual Base
Salary"), which shall be paid at a monthly rate. During the Employment
Period, the Annual Base Salary shall be reviewed from time to time on
the same basis as similarly situated employees; provided, however, that
a salary increase shall not necessarily be awarded as a result of such
review. Any increase in Annual Base Salary may not serve to limit or
reduce any other obligation to the Employee under this Agreement.
Annual Base Salary shall not be reduced after any such increase. The
term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased.
(ii) Annual Bonus. The Employee shall be eligible for
an annual bonus for each fiscal year ending during the Employment
Period on the same basis as other similarly situated employees under
the Company's annual incentive programs.
3
<PAGE> 4
(iii) Incentive, Savings and Retirement Plans. During
the Employment Period, the Employee shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies and
programs applicable generally to similarly situated employees of the
Company and its affiliated companies. As used in this Agreement, the
term "affiliated companies" shall include any company controlled by,
controlling or under common control with the Company.
(iv) Welfare Benefit Plans. During the Employment
Period, the Employee and/or the Employee's family, as the case may be,
shall be eligible to participate in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided
by the Company and its affiliated companies (including, without
limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable
generally to similarly situated employees of the Company and its
affiliated companies. The Employee understands and agrees that he will
be responsible for all applicable employee contributions under such
plans, practices, policies and programs.
(v) Fringe Benefits. During the Employment Period,
the Employee shall be entitled to (A) a $600 per month car allowance
and (B) such other fringe benefits as in effect generally at any time
thereafter with respect to similarly situated employees of the Company
and its affiliated companies.
(vi) Vacation. During the Employment Period, the
Employee shall be entitled to at least 3 weeks paid vacation.
(vii) Deferred Compensation Plan. During the
Employment Period, the Employee shall be entitled to continue to
participate in any deferred compensation or similar plans in which
similarly situated employees participate.
4. Termination of Employment.
(a) Death or Disability. The Employee's employment shall
terminate automatically upon the Employee's death during the Employment Period.
If the Company determines in good faith that the Disability of the Employee has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Employee written notice in accordance with
Section 11(b) of this Agreement of its intention to terminate the Employee's
employment. In such event, the Employee's employment with the Company shall
terminate effective 30 days after receipt of such notice by the Employee (the
"Disability Effective Date"), provided that within the 30-day period after such
receipt, the Employee shall not have returned to full-time performance of the
Employee's duties. For purposes of this Agreement, "Disability" shall mean the
absence of the Employee from the Employee's duties with the Company on a full-
time basis for 180 calendar days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Employee or the
Employee's legal representative.
(b) Cause. The Company may terminate the Employee's employment
during the Employment Period for Cause.
(c) Good Reason. Following a Change of Control during the
Employment Period, the Employee's employment may be terminated by the Employee
during the Employment Period for Good Reason upon 30 days prior written notice
as long as the cause of such Good Reason is not remedied.
(d) Without Cause. The Company may terminate the Employee's
employment during the Employment Period at any time without Cause subject to the
Company's obligation to pay to the Employee
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the compensation provided for in Section 5(e), if such termination was not
preceded by a Change of Control of the Company, or Section 5(f), if such
termination was preceded by a Change of Control of the Company.
(e) By Employee other than Good Reason. The Employee may
terminate the Employee's employment with the Company for any reason other than
for Good Reason upon 30 days prior written notice to the Company.
(f) Notice of Termination. Any termination during the
Employment Period by the Company for Cause, or by the Employee for Good Reason,
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Section 11(b) of this Agreement. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's employment under
the provision so indicated and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date, in the case of a notice by the Company, shall be
not more than 30 days after the giving of such notice). The failure by the
Employee or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Employee or the Company, respectively, from asserting
such fact or circumstance in enforcing the Employee's or the Company's rights
hereunder.
(g) Date of Termination. "Date of Termination" shall
mean:
(i) if the Employee's employment is terminated by the
Company for Cause, or by the Employee for Good Reason, the date of
receipt of the Notice of Termination or any later date specified
therein, as the case may be;
(ii) if the Employee's employment is terminated by
the Company other than for Cause, death or Disability, the Date of
Termination shall be the date on which the Company notifies the
Employee of such termination;
(iii) if the Employee's employment is terminated by
reason of death or Disability, the Date of Termination shall be the
date of death of the Employee or the Disability Effective Date, as the
case may be; and
(iv) if the Employee's employment is terminated by
the Employee, the Date of Termination shall be the earlier to occur of
(A) the last day that the Employee reports to work for the Company and
(B) the date which is 30 days from the Employee's notice of
termination.
5. Obligations of the Company Upon Termination.
(a) Death. If the Employee's employment is terminated by
reason of the Employee's death during the Employment Period, the Employee's
employment shall terminate automatically without further obligations to the
Employee's legal representatives under this Agreement, other than for payment of
Accrued Obligations (as defined below) and the rights provided in Section 6.
Accrued Obligations shall be paid to the Employee's estate or beneficiaries, as
applicable, in a lump sum in cash within 30 days after the Date of Termination.
(b) Disability. If the Employee's employment is terminated by
reason of the Employee's Disability during the Employment Period, the Employee's
employment shall terminate without further obligations to the Employee under
this Agreement, other than for payment of Accrued Obligations and the
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<PAGE> 6
rights provided in Section 6. Accrued Obligations shall be paid to the Employee
in a lump sum in cash within 30 days after the Date of Termination.
(c) Cause. If the Employee's employment is terminated for
Cause during the Employment Period, the Employee's employment shall terminate
without further obligations to the Employee, other than the obligation to pay to
the Employee his Annual Base Salary through the Date of Termination and the
rights provided in Section 6.
(d) Termination by Employee. If the Employee voluntarily
terminates his employment during the Employment Period for any reason other than
for Good Reason, the Employee's employment shall terminate without further
obligations to the Employee, other than for payment of Accrued Obligations and
the rights provided in Section 6. In such case, all Accrued Obligations shall be
paid to the Employee in a lump sum in cash within 30 days after the Date of
Termination subject to such other options or restrictions as provided by law.
(e) Other than For Cause, Death or Disability Not Preceded by
Change of Control. If, during the Employment Period, the Company terminates the
Employee's employment other than for Cause, death or Disability and such
termination was not preceded by a Change of Control of the Company during the
Employment Period:
(i) The Company shall pay to the Employee in a lump
sum in cash within 30 days after the Date of Termination the sum of the
Employee's Annual Base Salary through the Date of Termination to the
extent not theretofore paid plus any expense reimbursements payable in
accordance with the Company's policies (the sum of the amounts
described in this clause (i) shall be hereinafter referred to as the
"Accrued Obligations"); and
(ii) The Company shall continue to pay to the
Employee the then current Annual Base Salary of the Employee through
October 31, 2001, on the same basis that such Annual Base Salary was
paid prior to the termination of employment.
(f) Good Reason or Other than For Cause, Death or Disability
in the Event of a Change of Control. If, during the Employment Period, the
Company terminates the Employee's employment other than for Cause, death or
Disability, or the Employee terminates employment for Good Reason, and such
termination was preceded by a Change of Control of the Company during the
Employment Period:
(i) The Company shall pay to the Employee in a lump
sum in cash within 30 days after the Date of Termination the aggregate
of the following amounts:
(A) the sum of (1) the Employee's Annual
Base Salary through the Date of Termination to the extent not
theretofore paid, (2) the product of (x) the higher of (I) the
highest Annual Bonus received by the Employee over the
preceding three year period and (II) the Annual Bonus that
would be payable in respect of the current fiscal year, if any
(such higher amount being referred to as the "Highest Annual
Bonus") and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, and (3) any
compensation previously deferred by the Employee under a plan
sponsored by the Company (together with any accrued interest
or earnings thereon), and any accrued vacation pay, in each
case to the extent not theretofore paid;
(B) an amount equal to two times the sum of
(i) the then current Annual Base Salary of the Employee and
(ii) the Highest Annual Bonus;
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<PAGE> 7
(C) an amount equal to (1) the total of the
employer basic and matching contributions credited to the
Employee under the Company's 401(k) Savings Plan (the "401(k)
Plan") and any other deferred compensation plan during the
12-month period immediately preceding the month of the
Employee's Date of Termination multiplied by (2) a fraction,
the numerator of which is the number of days from the Date of
Termination through the then scheduled expiration of the
Employment Period, and the denominator of which is 365, such
amount to be grossed up so that the amount the Employee
actually receives after payment of any federal or state taxes
payable thereon equals the amount first described above; and
(D) the total amount of all other fringe
benefits received by Employee on an annualized basis
multiplied by a fraction, the numerator of which is the number
of days from the Date of Termination through the then
scheduled expiration of the Employment Period, and the
denominator of which is 365.
(ii) From the Employee's Date of Termination through
the then scheduled expiration of the Employment Period, or such longer
period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Company shall continue benefits to the
Employee and/or the Employee's family equal to those which would have
been provided to them in accordance with the plans, programs, practices
and policies described in Section 3(b)(iv) of this Agreement if the
Employee's employment had not been terminated; provided, however, that
with respect to any of such plans, programs, practices or policies
requiring an employee contribution, the Employee shall continue to pay
the monthly employee contribution for same, and provided further, that
if the Employee becomes re-employed by another employer and is eligible
to receive medical or other welfare benefits under another employer
provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility.
(iii) All benefits and amounts under the Company's
deferred compensation plan and the 401(k) Plan and any other similar
plans, including any stock options held by the Employee, not already
vested shall be 100% vested.
(iv) To the extent not theretofore paid or provided,
the Company shall timely pay or provide to the Employee any other
amounts or benefits required to be paid or provided or which the
Employee is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Company and its affiliated
companies.
6. Other Rights. Except as provided herein, nothing in this Agreement
shall prevent or limit the Employee's continuing or future participation in any
plan, program, policy or practice provided by the Company or any of its
affiliated companies and for which the Employee may qualify, nor shall anything
herein limit or otherwise affect such rights as the Employee may have under any
contract or agreement with the Company or any of its affiliated companies.
Except as provided hereinafter, amounts which are vested benefits or which the
Employee is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement. It is expressly agreed by the Employee that the Employee shall have
no right to receive, and hereby waives any entitlement to, any severance pay or
similar benefit under any other plan, policy, practice or program of the
Company. In addition, if the Employee has any other employment or similar
agreement with the Company at the Date of Termination, the Employee agrees that
he shall have the right to receive all of the benefits provided under this
Agreement or such other agreement, whichever one, in its entirety, the Employee
chooses, but not both agreements, and when the Employee has made such election,
the other agreement shall be superseded in its entirety and shall be of no
further force and effect. The Employee also agrees that to the extent he may be
eligible for any severance pay or similar benefit under any laws providing for
severance or
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<PAGE> 8
termination benefits, such other severance pay or similar benefit shall be
coordinated with the benefits owed hereunder, such that the Employee shall not
receive duplicate benefits.
7. Full Settlement.
(a) No Rights of Offset. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Employee or others.
(b) No Mitigation Required. In no event shall the Employee be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Employee under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not the Employee
obtains other employment.
(c) Legal Fees. The Company agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expenses which the Employee may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company or the Employee of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereto (including as a result of any contest by the Employee about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
8. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding
and except as set forth below, in the event it shall be determined that any
payment or distribution by the Company to or for the benefit of the Employee
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 8) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Employee with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Employee shall be entitled to receive
an additional payment (a "Gross-Up Payment") in an amount such that after
payment by the Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the
Gross- Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 8(a), if it shall be
determined that the Employee is entitled to a Gross-Up Payment, but that the
Employee, after taking into account the Payments and the Gross-Up Payment, would
not receive a net after-tax benefit of at least $1,000 (taking into account both
income taxes and any Excise Tax) as compared to the net after-tax proceeds to
the Employee resulting from an elimination of the Gross-Up Payment and a
reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount")
such that the receipt of Payments would not give rise to any Excise Tax, then no
Gross-Up Payment shall be made to the Employee and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.
(b) Subject to the provisions of Section 8(c), all
determinations required to be made under this Section 8, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination shall be made
by Arthur Andersen LLP or, as provided below, such other certified public
accounting firm as may be designated by the Employee (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and the
Employee within 15 business days after the receipt of notice from the Employee
that there
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<PAGE> 9
has been a Payment, or such earlier time as is requested by the Company. In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Employee shall
appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 8, shall be paid by the Company to the Employee within five days
after the receipt of the Accounting Firm's determination. Any determination by
the Accounting Firm shall be binding upon the Company and the Employee. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the Company exhausts its
remedies pursuant to Section 8(c) and the Employee thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Employee.
(c) The Employee shall notify the Company in writing of any
claim by the Internal Revenue Service (the "IRS") that, if successful, would
require the payment by the Company of the Gross-Up Payment (or an additional
Gross-Up Payment) in the event the IRS seeks higher payment. Such notification
shall be given as soon as practicable, but no later than ten business days after
the Employee is informed in writing of such claim, and shall apprise the Company
of the nature of such claim and the date on which such claim is requested to be
paid. The Employee shall not pay such claim prior to the expiration of the
30-day period following the date on which he gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Employee in writing
prior to the expiration of such period that it desires to contest such claim,
the Employee shall:
(i) give the Company any information reasonably
requested by the Company relating to such claim,
(ii) take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time
to time, including without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in
order to effectively contest such claim, and
(iv) permit the Company to participate in any
proceedings relating to such claims; provided, however, that the
Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such
costs and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest
and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 8(c), the Company shall
control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Employee agrees to
prosecute such contest to determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Employee to pay such claim and sue for
a refund, the Company shall advance the amount of such payment to the
Employee, on an interest-free basis and shall indemnify and hold the
Employee harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the
statute
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of limitations relating to payment of taxes for the taxable year of the
Employee with respect to which such contested amount is claimed to be
due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the
Employee shall be entitled to settle or contest, as the case may be,
any other issues raised by the IRS or any other taxing authority.
(d) If, after the receipt by the Employee of an amount
advanced by the Company pursuant to Section 8(c), the Employee becomes entitled
to receive any refund with respect to such claim, the Employee shall (subject to
the Company's complying with the requirements of Section 8(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to Section 8(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
9. Confidential Information. The Employee shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Employee
during the Employee's employment by the Company or any of its affiliated
companies, provided that it shall not apply to information which is or shall
become public knowledge (other than by acts by the Employee or representatives
of the Employee in violation of this Agreement). After termination of the
Employee's employment with the Company, the Employee shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. The Employee shall
assign to the Company all patents and intellectual property developed, conceived
or invented alone by him or with others at any time during which the Employee
was employed by the Company or any of its affiliates.
10. Successors.
(a) This Agreement is personal to the Employee and shall not
be assignable by the Employee otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Employee's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
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11. Miscellaneous.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICT OF LAWS. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Employee: Mark E. Hopmann
Rt. 1, Box 258
Alvin, Texas 77511
If to the Company: Weatherford International, Inc.
515 Post Oak Blvd., Suite 600
Houston, Texas 77027
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) The Employee's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Employee or the Company may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.
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IN WITNESS WHEREOF, the Employee has hereunto set the Employee's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, all as of
the day and year first above written.
------------------------------------------
Mark E. Hopmann
WEATHERFORD INTERNATIONAL, INC.
By:
---------------------------------------
Curtis W. Huff
Senior Vice President and General Counsel
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EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into and
effective as of October 4, 1999, by and between Weatherford International, Inc.,
a Delaware corporation (the "Company"), and Gary L. Warren (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Employee on the terms set
forth below to provide services to the Company, and the Employee is willing to
accept such employment and provide such services on the terms set forth in this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the parties hereto do hereby agree:
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) "Cause" shall mean:
(i) the willful and continued failure of the Employee
to perform substantially the Employee's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Employee by the Company which specifically identifies the
manner in which the Employee has not substantially performed the Employee's
duties, or
(ii) the willful engaging by the Employee in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.
No act, or failure to act, on the part of the Employee shall
be considered "willful" unless it is done, or omitted to be done, by the
Employee in bad faith or without reasonable belief that the Employee's action or
omission was in the best interests of the Company. Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the Board or
upon the instructions of the Chief Executive Officer or of a senior officer of
the Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Employee in good
faith and in the best interests of the Company.
(b) "Change of Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20 percent or more of either (A)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change of
Control:
(A) any acquisition directly from the
Company,
<PAGE> 14
(B) any acquisition by the Company,
(C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or
(D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) of this Section 1(b); or
(ii) Individuals, who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual was a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a "Corporate Transaction") in each case,
unless, following such Corporate Transaction, (A) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 60
percent of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Corporate Transaction, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may
be, (B) no Person (excluding any corporation resulting from such
Corporate Transaction or any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate
Transaction) beneficially owns, directly or indirectly, 20 percent or
more of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Corporate Transaction or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Corporate Transaction and (C) at least a majority of the members of
the board of directors of the corporation resulting from such Corporate
Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Corporate Transaction; or
(iv) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(c) "Good Reason" shall mean the occurrence of any of the
following after a Change of Control of the Company:
(i) the assignment to the Employee of any duties
inconsistent in any material respect with the Employee's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 3(a)
of this Agreement, or any other action by the Company which results in
a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent
action not taken
2
<PAGE> 15
in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Employee;
(ii) any failure by the Company to comply with any of
the provisions of Section 3(b) of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Employee;
(iii) the Company's requiring the Employee to be
based at any office or location other than as provided in Section 3(a)
hereof or the Company's requiring the Employee to travel on Company
business to a substantially greater extent than required to perform the
Employee's duties hereunder;
(iv) any purported termination by the Company of the
Employee's employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company to comply with and
satisfy Section 10(c) of this Agreement.
(d) "Board" shall mean the Board of Directors of the Company.
2. Employment Period. The Company hereby agrees that the Company or an
affiliated company will continue the Employee in its employ, and the Employee
hereby agrees to remain in the employ of the Company or an affiliate subject to
the terms and conditions of this Agreement, for the period commencing on the
date hereof and ending on October 31, 2001 (the "Employment Period"); provided,
however, if there is a Change of Control prior to October 31, 2001, the
Employment Period shall be extended for two years after the Change of Control.
3. Terms of Employment.
(a) Position and Duties. The Employee shall serve as a Vice
President of the Company's Drilling and Intervention Services Division or such
other principal division of the Company to which the Employee may be assigned.
During the Employment Period, the Employee's services shall be performed
principally at the Company's principal executive offices in Houston, Texas or
other locations less than 35 miles from such principal executive offices;
provided, however, the Employee may be required to travel on a reasonable basis
in a manner consistent with the duties of the Employee.
(b) Compensation.
(i) Base Salary. During the Employment Period, the
Employee shall receive an annual base salary of $225,000 ("Annual Base
Salary"), which shall be paid at a monthly rate. During the Employment
Period, the Annual Base Salary shall be reviewed from time to time on
the same basis as similarly situated employees; provided, however, that
a salary increase shall not necessarily be awarded as a result of such
review. Any increase in Annual Base Salary may not serve to limit or
reduce any other obligation to the Employee under this Agreement.
Annual Base Salary shall not be reduced after any such increase. The
term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased.
(ii) Annual Bonus. The Employee shall be eligible for
an annual bonus for each fiscal year ending during the Employment
Period on the same basis as other similarly situated employees under
the Company's annual incentive programs.
3
<PAGE> 16
(iii) Incentive, Savings and Retirement Plans. During
the Employment Period, the Employee shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies and
programs applicable generally to similarly situated employees of the
Company and its affiliated companies. As used in this Agreement, the
term "affiliated companies" shall include any company controlled by,
controlling or under common control with the Company.
(iv) Welfare Benefit Plans. During the Employment
Period, the Employee and/or the Employee's family, as the case may be,
shall be eligible to participate in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided
by the Company and its affiliated companies (including, without
limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable
generally to similarly situated employees of the Company and its
affiliated companies. The Employee understands and agrees that he will
be responsible for all applicable employee contributions under such
plans, practices, policies and programs.
(v) Fringe Benefits. During the Employment Period,
the Employee shall be entitled to (A) a $600 per month car allowance
and (B) such other fringe benefits as in effect generally at any time
thereafter with respect to similarly situated employees of the Company
and its affiliated companies.
(vi) Vacation. During the Employment Period, the
Employee shall be entitled to at least 3 weeks paid vacation.
(vii) Deferred Compensation Plan. During the
Employment Period, the Employee shall be entitled to continue to
participate in any deferred compensation or similar plans in which
similarly situated employees participate.
(c) Termination of Prior Agreement. The Employee acknowledges
and agrees that this Agreement is being executed in replacement of the
Employee's existing Change of Control Agreement. As a result, the Employee and
the Company agree that the Change of Control Agreement dated as of August 16,
1996, between the Employee and Weatherford Enterra, Inc., is hereby terminated
and of no further force and effect.
4. Termination of Employment.
(a) Death or Disability. The Employee's employment shall
terminate automatically upon the Employee's death during the Employment Period.
If the Company determines in good faith that the Disability of the Employee has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Employee written notice in accordance with
Section 11(b) of this Agreement of its intention to terminate the Employee's
employment. In such event, the Employee's employment with the Company shall
terminate effective 30 days after receipt of such notice by the Employee
(the "Disability Effective Date"), provided that within the 30-day period after
such receipt, the Employee shall not have returned to full-time performance of
the Employee's duties. For purposes of this Agreement, "Disability" shall mean
the absence of the Employee from the Employee's duties with the Company on a
full- time basis for 180 calendar days as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Employee or the
Employee's legal representative.
(b) Cause. The Company may terminate the Employee's employment
during the Employment Period for Cause.
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<PAGE> 17
(c) Good Reason. Following a Change of Control during the
Employment Period, the Employee's employment may be terminated by the Employee
during the Employment Period for Good Reason upon 30 days prior written notice
as long as the cause of such Good Reason is not remedied.
(d) Without Cause. The Company may terminate the Employee's
employment during the Employment Period at any time without Cause subject to the
Company's obligation to pay the Employee the compensation provided for in
Section 5(e), if such termination was not preceded by a Change of Control of the
Company, or Section 5(f), if such termination was preceded by a Change of
Control of the Company.
(e) By Employee other than for Good Reason. The Employee may
terminate the Employee's employment with the Company for any reason other than
for Good Reason upon 30 days prior written notice to the Company.
(f) Notice of Termination. Any termination during the
Employment Period by the Company for Cause, or by the Employee for Good Reason,
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Section 11(b) of the Agreement. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's employment under
the provision so indicated and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date, in the case of a notice by the Company, shall be
not more than 30 days after the giving of such notice). The failure by the
Employee or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Employee or the Company, respectively, from asserting
such fact or circumstance in enforcing the Employee's or the Company's rights
hereunder.
(g) Date of Termination. "Date of Termination" shall mean:
(i) if the Employee's employment is terminated by the
Company for Cause, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be;
(ii) if the Employee's employment is terminated by
the Company other than for Cause, death or Disability, the Date of
Termination shall be the date on which the Company notifies the
Employee of such termination;
(iii) if the Employee's employment is terminated by
reason of death or Disability, the Date of Termination shall be the
date of death of the Employee or the Disability Effective Date, as the
case may be; and
(iv) if the Employee's employment is terminated by
the Employee, the Date of Termination shall be the earlier to occur of
(A) the last day that the Employee reports to work for the Company and
(B) the date which is 30 days from the Employee's notice of
termination.
5. Obligations of the Company Upon Termination.
(a) Death. If the Employee's employment is terminated by
reason of the Employee's death during the Employment Period, the Employee's
employment shall terminate automatically without further obligations to the
Employee's legal representatives under this Agreement, other than for payment of
Accrued Obligations (as defined below) and the rights provided in Section 6.
Accrued Obligations shall be
5
<PAGE> 18
paid to the Employee's estate or beneficiaries, as applicable, in a lump sum in
cash within 30 days after the Date of Termination.
(b) Disability. If the Employee's employment is terminated by
reason of the Employee's Disability during the Employment Period, the Employee's
employment shall terminate without further obligations to the Employee under
this Agreement, other than for payment of Accrued Obligations and the rights
provided in Section 6. Accrued Obligations shall be paid to the Employee in a
lump sum in cash within 30 days after the Date of Termination.
(c) Cause. If the Employee's employment is terminated for
Cause during the Employment Period, the Employee's employment shall terminate
without further obligations to the Employee, other than the obligation to pay to
the Employee his Annual Base Salary through the Date of Termination and the
rights provided in Section 6.
(d) Termination by Employee. If the Employee voluntarily
terminates his employment during the Employment Period for any reason other than
for Good Reason, the Employee's employment shall terminate without further
obligations to the Employee, other than for payment of Accrued Obligations and
the rights provided in Section 6. In such case, all Accrued Obligations shall be
paid to the Employee in a lump sum in cash within 30 days after the Date of
Termination subject to such other options or restrictions as provided by law.
(e) Other than For Cause, Death or Disability Not Preceded by
a Change of Control. If, during the Employment Period, the Company terminates
the Employee's employment other than for Cause, death or Disability and such
termination was not preceded by a Change of Control of the company during the
Employment Period:
(i) The Company shall pay to the Employee in a lump
sum in cash within 30 days after the Date of Termination the sum of the
Employee's Annual Base Salary through the Date of Termination to the
extent not theretofore paid plus any expense reimbursements payable in
accordance with the Company's policies (the sum of the amounts
described in this clause (i) shall be hereinafter referred to as the
"Accrued Obligations"); and
(ii) The Company shall continue to pay to the
Employee the then current Annual Base Salary of the Employee through
October 31, 2001, on the same basis that such Annual Base Salary was
paid prior to the termination of employment.
(f) Good Reason or Other than For Cause, Death or Disability
in the Event of a Change of Control. If, during the Employment Period, the
Company terminates the Employee's employment other than for Cause, death or
Disability, or the Employee terminates employment for Good Reason, and such
termination was preceded by a Change of Control of the Company during the
Employment Period:
(i) The Company shall pay to the Employee in a lump
sum in cash within 30 days after the Date of Termination the aggregate
of the following amounts:
(A) the sum of (1) the Employee's Annual
Base Salary through the Date of Termination to the extent not
theretofore paid, (2) the product of (x) the higher of (I) the
highest Annual Bonus received by the Employee over the
preceding three year period and (II) the Annual Bonus that
would be payable in respect of the current fiscal year, if any
(such higher amount being referred to as the "Highest Annual
Bonus") and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, and (3) any
compensation previously
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<PAGE> 19
deferred by the Employee under a plan sponsored by the Company
(together with any accrued interest or earnings thereon), and
any accrued vacation pay, in each case to the extent not
theretofore paid;
(B) an amount equal to two times the sum of
(i) the then current Annual Base Salary of the Employee and
(ii) the Highest Annual Bonus;
(C) an amount equal to (1) the total of the
employer basic and matching contributions credited to the
Employee under the Company's 401(k) Savings Plan (the "401(k)
Plan") and any other deferred compensation plan during the
12-month period immediately preceding the month of the
Employee's Date of Termination multiplied by (2) a fraction,
the numerator of which is the number of days from the Date of
Termination through the then scheduled expiration of the
Employment Period, and the denominator of which is 365, such
amount to be grossed up so that the amount the Employee
actually receives after payment of any federal or state taxes
payable thereon equals the amount first described above; and
(D) the total amount of all other fringe
benefits received by Employee on an annualized basis
multiplied by a fraction, the numerator of which is the number
of days from the Date of Termination through the then
scheduled expiration of the Employment Period, and the
denominator of which is 365.
(ii) From the Employee's Date of Termination through
the then scheduled expiration of the Employment Period, or such longer
period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Company shall continue benefits to the
Employee and/or the Employee's family equal to those which would have
been provided to them in accordance with the plans, programs, practices
and policies described in Section 3(b)(iv) of this Agreement if the
Employee's employment had not been terminated; provided, however, that
with respect to any of such plans, programs, practices or policies
requiring an employee contribution, the Employee shall continue to pay
the monthly employee contribution for same, and provided further, that
if the Employee becomes re-employed by another employer and is eligible
to receive medical or other welfare benefits under another employer
provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility.
(iii) All benefits and amounts under the Company's
deferred compensation plan and the 401(k) Plan and any other similar
plans, including any stock options held by the Employee, not already
vested shall be 100% vested.
(iv) To the extent not theretofore paid or provided,
the Company shall timely pay or provide to the Employee any other
amounts or benefits required to be paid or provided or which the
Employee is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Company and its affiliated
companies.
6. Other Rights. Except as provided herein, nothing in this Agreement
shall prevent or limit the Employee's continuing or future participation in any
plan, program, policy or practice provided by the Company or any of its
affiliated companies and for which the Employee may qualify, nor shall anything
herein limit or otherwise affect such rights as the Employee may have under any
contract or agreement with the Company or any of its affiliated companies.
Except as provided hereinafter, amounts which are vested benefits or which the
Employee is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement. It is expressly agreed by the Employee that the Employee shall have
no right to receive, and hereby
7
<PAGE> 20
waives any entitlement to, any severance pay or similar benefit under any other
plan, policy, practice or program of the Company. In addition, if the Employee
has any other employment or similar agreement with the Company at the Date of
Termination, the Employee agrees that he shall have the right to receive all of
the benefits provided under this Agreement or such other agreement, whichever
one, in its entirety, the Employee chooses, but not both agreements, and when
the Employee has made such election, the other agreement shall be superseded in
its entirety and shall be of no further force and effect. The Employee also
agrees that to the extent he may be eligible for any severance pay or similar
benefit under any laws providing for severance or termination benefits, such
other severance pay or similar benefit shall be coordinated with the benefits
owed hereunder, such that the Employee shall not receive duplicate benefits.
7. Full Settlement.
(a) No Rights of Offset. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Employee or others.
(b) No Mitigation Required. In no event shall the Employee be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Employee under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not the Employee
obtains other employment.
(c) Legal Fees. The Company agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expenses which the Employee may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company or the Employee of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereto (including as a result of any contest by the Employee about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
8. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding
and except as set forth below, in the event it shall be determined that any
payment or distribution by the Company to or for the benefit of the Employee
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 8) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Employee with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Employee shall be entitled to receive
an additional payment (a "Gross-Up Payment") in an amount such that after
payment by the Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the
Gross- Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 8(a), if it shall be
determined that the Employee is entitled to a Gross-Up Payment, but that the
Employee, after taking into account the Payments and the Gross-Up Payment, would
not receive a net after-tax benefit of at least $1,000 (taking into account both
income taxes and any Excise Tax) as compared to the net after-tax proceeds to
the Employee resulting from an elimination of the Gross-Up Payment and a
reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount")
such that the receipt of Payments would not give rise to any Excise Tax, then no
Gross-Up Payment shall be made to the Employee and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.
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<PAGE> 21
(b) Subject to the provisions of Section 8(c), all
determinations required to be made under this Section 8, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination shall be made
by Arthur Andersen LLP or, as provided below, such other certified public
accounting firm as may be designated by the Employee (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and the
Employee within 15 business days after the receipt of notice from the Employee
that there has been a Payment, or such earlier time as is requested by the
Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change of Control, the
Employee shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 8, shall be paid by the Company to the Employee within
five days after the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Employee. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 8(c) and the Employee thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Employee.
(c) The Employee shall notify the Company in writing of any
claim by the Internal Revenue Service (the "IRS") that, if successful, would
require the payment by the Company of the Gross-Up Payment (or an additional
Gross-Up Payment) in the event the IRS seeks higher payment. Such notification
shall be given as soon as practicable, but no later than ten business days after
the Employee is informed in writing of such claim, and shall apprise the Company
of the nature of such claim and the date on which such claim is requested to be
paid. The Employee shall not pay such claim prior to the expiration of the
30-day period following the date on which he gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Employee in writing
prior to the expiration of such period that it desires to contest such claim,
the Employee shall:
(i) give the Company any information reasonably
requested by the Company relating to such claim,
(ii) take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time
to time, including without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in
order to effectively contest such claim, and
(iv) permit the Company to participate in any
proceedings relating to such claims; provided, however, that the
Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such
costs and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest
and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 8(c), the Company shall
control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Employee agrees
9
<PAGE> 22
to prosecute such contest to determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Employee to pay such claim and sue for
a refund, the Company shall advance the amount of such payment to the
Employee, on an interest-free basis and shall indemnify and hold the
Employee harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable
year of the Employee with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or contest, as
the case may be, any other issues raised by the IRS or any other taxing
authority.
(d) If, after the receipt by the Employee of an amount
advanced by the Company pursuant to Section 8(c), the Employee becomes entitled
to receive any refund with respect to such claim, the Employee shall (subject to
the Company's complying with the requirements of Section 8(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to Section 8(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
9. Confidential Information. The Employee shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Employee
during the Employee's employment by the Company or any of its affiliated
companies, provided that it shall not apply to information which is or shall
become public knowledge (other than by acts by the Employee or representatives
of the Employee in violation of this Agreement). After termination of the
Employee's employment with the Company, the Employee shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. The Employee shall
assign to the Company all patents and intellectual property developed, conceived
or invented alone by him or with others at any time during which the Employee
was employed by the Company or any of its affiliates.
10. Successors.
(a) This Agreement is personal to the Employee and shall not
be assignable by the Employee otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Employee's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
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<PAGE> 23
11. Miscellaneous.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICT OF LAWS. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Employee: Gary L. Warren
1903 Valleria Ct.
Sugar Land, TX 77479
If to the Company: Weatherford International, Inc.
515 Post Oak Blvd., Suite 600
Houston, Texas 77027
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) The Employee's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Employee or the Company may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.
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<PAGE> 24
IN WITNESS WHEREOF, the Employee has hereunto set the Employee's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, all as of
the day and year first above written.
--------------------------------------------------
Gary L. Warren
WEATHERFORD INTERNATIONAL, INC.
By:
-----------------------------------------------
Curtis W. Huff
Senior Vice President and General Counsel
12
<PAGE> 1
Exhibit 21.1
WEATHERFORD INTERNATIONAL, INC.
SUBSIDIARY LIST
NAME JURISDICTION
708621 Alberta Ltd. Alberta
721260 Alberta Ltd. Alberta
A-1 Bit & Tool Co., B.V. Netherlands
Aarbakke Eindom AS Norway
Air Drilling International, Inc. Delaware
Air Drilling Services Bolivia S.R.L. Bolivia
Air Drilling Services Columbia Limited Colombia
Air Drilling Services de Venezuela, C.A. Venezuela
Air Drilling Services France (SARL) France
Air Drilling Services, Inc. Wyoming
Algerian Oilfield Services S.p.A. Algeria
Ampscot Overseas Petroleum Equipment Co., LLC Oman
Anbert Cilindros S.A.I.C. Argentina
Ancil S.A.I.C. Argentina
Aquatronic Limited U.K.
Baktexas Azerbajan
BEI Technology, Inc. Texas
Bit & Tool A-1 S.r.l. Italy
Calumet Petroleum Services, Inc. Venezuela
Canadian Air Drilling Services Inc. Alberta
CanaRoss Limited Russia
Cardium International Limited Hong Kong
Cardium Investments (Barbados) Limited Barbados
Cardium Tool International Limited Barbados
Cardium Tool Services Inc. Alberta
Cardium Tool Services de Venezuela, S.A. Venezuela
Channelview Real Property Inc. Delaware
Citra Grant Prideco Marketing Ltd. Jersey Islands
Columbia Petroleum Services Corp. Delaware
CRC-Evans Automatic Welding, Inc. Texas
CRC-Evans Pipeline International (UK) Limited U.K.
CRC-Evans Services Limited U.K.
Dailey Asia-Pacific Pte. Ltd. Singapore
Dailey Canada Limited Alberta
Dailey de Mexico S.A. de C.V. Mexico
Dailey de Venezuela, S.A. Venezuela
Dailey del Peru S.A. Peru
Dailey Energy Services, Inc. Delaware
1
<PAGE> 2
Dailey Environmental Remediation Technologies, Inc. Texas
Dailey IDS Limited U.K.
Dailey International (Thailand) Limited Thailand
Dailey International Sales Corporation Delaware
Dailey Limited Cayman Islands
Dailey Worldwide Services Corp. Texas
Dataline Petroleum Services, Inc. Texas
Directional Wireline Engineering Services (Nigeria) Limited Nigeria
Drill Tube International, Inc. Texas
EMI-Electro Magnetica Ispezioni Italia S.r.l. Italy
Energy Ventures (Cyprus) Ltd. Cyprus
Energy Ventures Far East Limited Hong Kong
Energy Ventures Foreign Sales Corp. Barbados
Energy Ventures Mid East, Inc. Cayman Islands
Enerpro de Mexico, S.A. de C.V. Mexico
Enterra (U.K.) Limited U.K.
Enterra Compression Company Delaware
Enterra Compression Investment Company Delaware
Enterra Cyprus Limited Cyprus
Enterra International Limited U.K.
Enterra Oilfield Rentals Limited Hong Kong
Enterra Patco Oilfield Products, Inc. Texas
Enterra Rental and Fishing Company Delaware
Ercon, Inc. Delaware
European Material Inspection (EMI) B.V. Netherlands
EVI (Barbados), SRL Barbados
EVI Christiana, Inc. Wisconsin
EVI de Venezuela, S.A. Venezuela
EVI International, Inc. Delaware
EVI Oil Tools Ltd. U.K.
EVI Weatherford, Inc. Delaware
Expio Limited U.K.
Gas Services International (S) Pte. Ltd. Singapore
Gas Services International (USA), Inc. Texas
Gas Services International Limited British Virgin
Islands
GL/95 Services, C.A. Venezuela
Global Air Drilling Services Ltd. Alberta
Gospimol S.A. Ecuador
Grant Austria, Inc. Delaware
Grant Prideco (Singapore) Pte. Ltd. Singapore
Grant Prideco Limited U.K.
Grant Prideco S.A. de C.V. Mexico
Grant Prideco, Inc. Delaware
Grant Prideco, S.A. Switzerland
2
<PAGE> 3
Griffin Legrand Limited Partnership Alberta
Homco Oilfield Services Ltd. U.K.
Houston Well Screen Asia Pte. Ltd. Singapore
Houston Well Screen Company Texas
Immobiliaria Industrial de Veracruz, S.A. de C.V. Mexico
Independent Well Management Limited U.K.
International Nitrogen Services Canada Ltd. Alberta
International Nitrogen Services LLC Delaware
International Oil Tool Rentals Ltd. Cayman Islands
International Petroleum Services, Inc. Delaware
J & J Rubber Molding and Supply Co. Arkansas
J. D. Investments Bonaire N.V. Netherlands
Antilles
J.D.I. Tool Works B.V. Netherlands
Jiangsu Shuguang Grant Prideco Tubular Company Ltd. China
Keltic Oil Tools Limited U.K.
Kobe International Ltd. Bahamas
KSP Logistics Co. Ltd. Thailand
Legrand International (1977) Ltd. Barbados
McAllister Petroleum Services (Cyprus) Limited Cyprus
McMurry-Macco (UK) Limited U.K.
Nodeco Ltd. U.K.
Oil Field Rental Holdings Limited U.K.
Pacific Pump & Supply, Inc. California
PETCO Fishing & Rental Tools (UK) Ltd. U.K.
Petro-Drive, Inc. Louisiana
Petroleum Equipment Supply Company Louisiana
Petroline E.S.T. Limited U.K.
Petroline Well Engineers Limited U.K.
Petroline Well Solutions Limited U.K.
Petroline Wellsystems (America) Limited U.K.
Petroline Wellsystems (USA), L.L.C. Delaware
Petroline Wellsystems Limited U.K.
Petroline Wireline Services Limited U.K.
Prideco de Venezuela, S.A. Venezuela
Pridecomex Holding, S.A. de C.V. Mexico
PT Gas Services Indonesia Indonesia
PT Hawes Utama Indonesia Indonesia
PT H-Tech Oilfield Equipment Inc. Indonesia
PT Weatherford Indonesia Indonesia
PT Wira Insani Indonesia
Quality Machining Services Limited U.K.
Schoeller-Bleckmann Motovilithinskije Sucker Rod Gmbh Austria
ServiciosTec LDC Cayman Islands
Shengli-Highland Company Ltd. China
3
<PAGE> 4
Specialty Testing & Consulting Ltd. Alberta
Subsurface Technology AS Norway
SubTech International, Inc. Delaware
TA Industries, Inc. Delaware
Tech Line Oil Tools Inc. Delaware
Technical Oil Services Ltd. British Virgin
Islands
Texas Arai, Inc. Delaware
TF de Mexico, S.A. de C.V. Mexico
TIEBO Middle East Limited British Virgin
Islands
Trico Industries, Inc. California
Tube-Alloy Capital Corporation Texas
Tube-Alloy Corporation Louisiana
Tube-Alloy Corporation International Texas
Van der Horst U.S.A., Inc. Delaware
Venstar, Inc. Delaware
Voest-Alpine Kindberg GmbH Austria
Voest-Alpine Kindberg GmbH & Co. KG Austria
Voest-Alpine Middle East Free Zone Establishment United Arab
Emirates
Voest-Alpine South America, C.A. Venezuela
Weatherford (B) Sdn. Bhd. Brunei
Weatherford (Malaysia) Sdn. Bhd. Malaysia
Weatherford (Saudi Arabia) Ltd. Saudi Arabia
Weatherford (Thailand) Ltd. Thailand
Weatherford Aarbakke AS Norway
Weatherford Abu Dhabi, Ltd. Cayman Islands
Weatherford Ampscot Ltd. Alberta
Weatherford Artificial Lift Systems, Inc. Delaware
Weatherford Asia Pacific Pte. Ltd. Singapore
Weatherford Australia Pty. Ltd. Australia
Weatherford BMW Ltd. Alberta
Weatherford Canada Ltd. Alberta
Weatherford Colombia Ltd. British Virgin
Islands
Weatherford de Mexico S.A. de C.V. Mexico
Weatherford del Peru S.R.L. Peru
Weatherford East Europe Service GmbH Germany
Weatherford Enterra Compression Company, L.P. Delaware
Weatherford Eurasia B.V. Netherlands
Weatherford Eurasia Limited U.K.
Weatherford Foreign Sales Corporation Barbados
Weatherford France S.A.S. France
Weatherford Global Compression (Australia) Limited Australia
Weatherford Global Compression (Thailand) Ltd. Thailand
Weatherford Global Compression del Peru S.R.L. Peru
Weatherford Global Compression Foreign Sales Corporation Barbados
4
<PAGE> 5
Weatherford Global Compression Holding, L.L.C. Delaware
Weatherford Global Compression S.A. Argentina
Weatherford Global Compression Services Ltd. Alberta
Weatherford Global Compression Services, L.P. Delaware
Weatherford Global Ltda. Brazil
Weatherford Hoevelaken (in liquidation) Netherlands
Weatherford Holding GmbH Germany
Weatherford Industria e Comercio Ltda. Brazil
Weatherford KSP Company Limited Thailand
Weatherford Latin America, Inc. Panama
Weatherford Latin America, S.A. Venezuela
Weatherford Management, Inc. Delaware
Weatherford Mauritius Limited Mauritius
Weatherford Mediterranea S.p.A. Italy
Weatherford Nigeria Limited Nigeria
Weatherford Norge A/S Norway
Weatherford Oil Tool GesmbH Austria
Weatherford Oil Tool GmbH Germany
Weatherford Oil Tool Middle East Ltd. British Virgin
Islands
Weatherford Oil Tool Nederland B.V. Netherlands
Weatherford Overseas Products, Ltd. Cayman Islands
Weatherford Overseas Services, Ltd. Cayman Islands
Weatherford PC Pump Ltd. Alberta
Weatherford Services (West Africa) Ltd. Nigeria
Weatherford Services Argentina S.A. Argentina
Weatherford Services, Ltd. Bermuda
Weatherford Services, S.A. Panama
Weatherford Technical Services Limited British Virgin
Islands
Weatherford Trinidad Limited Trinidad
Weatherford U.K. Limited U.K.
Weatherford U.S., L.P. Louisiana
Weatherford/Al-Rushaid Ltd. Saudi Arabia
Weatherford/Bin Hamoodah Abu Dhabi
Weatherford/Lamb, Inc. Delaware
West Coast International Oilfield Rentals, B.V. Netherlands
WEUS Holding, Inc. Delaware
WI Products & Equipment, Inc. Cayman Islands
WII Rental Company Delaware
William Tools Co. (Canada) Inc. Alberta
Williams Tool Co. Arkansas
Worldwide Leasing LDC Cayman Islands
Worldwide Oil Tool Rental Ltd. Cayman Islands
WUS Holding, L.L.C. Delaware
XL Systems International, Inc. Delaware
5
<PAGE> 6
XL Systems, Inc. Texas
XLS Holding, Inc. Texas
XLS Systems Antilles N.V. Netherlands
Antilles
XLS Systems Europe, B.V. Netherlands
6
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated January 28, 2000 included in this Form 10-K
into Weatherford International, Inc.'s previously filed Registration Statement
File Nos. 33-31662, 33-56384, 33-56386, 33-65790, 33-64349, 333-13531,
333-44345, 333-53633, 333-80215, 333-83739, 333-87057, 333-88149, and 333-31852.
ARTHUR ANDERSEN LLP
Houston, Texas
March 16, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations and is
qualified in its entirety by reference to such statements. 1998 and 1997
information has been presented as the consolidated statements of operations have
been restated for changes in classification.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1999 JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<CASH> 44,361 34,131 66,008
<SECURITIES> 0<F1> 0<F1> 0<F1>
<RECEIVABLES> 372,021 291,265 404,551
<ALLOWANCES> 19,882 19,398 23,077
<INVENTORY> 364,607 298,555 269,563
<CURRENT-ASSETS> 869,149 732,096 782,831
<PP&E> 1,675,495 1,378,016 1,377,078
<DEPRECIATION> 776,499 748,740 703,105
<TOTAL-ASSETS> 3,513,789 2,638,612 2,508,034
<CURRENT-LIABILITIES> 666,080 412,573 346,970
<BONDS> 629,103 622,898 627,435
0<F1> 0<F1> 0<F1>
0<F1> 0<F1> 0<F1>
<COMMON> 120,200 103,513 101,958
<OTHER-SE> 1,713,198 1,390,367 1,356,591
<TOTAL-LIABILITY-AND-EQUITY> 3,513,789 2,638,612 2,508,034
<SALES> 562,922 603,765 486,108
<TOTAL-REVENUES> 1,240,200 1,363,849 1,357,374
<CGS> 399,167 444,099 356,779
<TOTAL-COSTS> 893,893 946,751 937,593
<OTHER-EXPENSES> 0<F1> 0<F1> 0<F1>
<LOSS-PROVISION> 0<F1> 0<F1> 0<F1>
<INTEREST-EXPENSE> 44,904 42,489 30,638
<INCOME-PRETAX> 28,384 (6,085) 198,167
<INCOME-TAX> 8,477 (5,297) 68,311
<INCOME-CONTINUING> 16,206 (883) 129,745
<DISCONTINUED> (37,081) 65,720 67,028
<EXTRAORDINARY> 0 0 (9,010)
<CHANGES> 0<F1> 0<F1> 0<F1>
<NET-INCOME> (20,875) 64,837 187,763
<EPS-BASIC> (0.21) 0.67 1.95
<EPS-DILUTED> (0.20) 0.67 1.92
<FN>
<F1>This amount is not disclosed in the financial statements and thus a value of
zero has been shown for purposes of this financial data schedule.
</FN>
</TABLE>
