(Mark One)
OR
Commission File Number 1-8097
ENSCO International Incorporated(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: (214) 397-3000
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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No
There were 151,025,844 shares of Common Stock, $0.10 par value per share, of the registrant outstanding as of July 26, 2004.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements by management and the Company that are subject to a number of risks and uncertainties. The forward-looking statements contained in the report are based on information as of the date of this report. The Company assumes no obligation to update these statements based on information from and after the date of this report. Generally, forward-looking statements include words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "could," "may," "might," "should," "will" and words and phrases of similar impact. The forward-looking statements include, but are not limited to, statements regarding future operations, industry trends or conditions and the business environment; statements regarding future levels of, or trends in, day rates, utilization, revenues, operating expenses, capital expenditures, financing and funding; and statements regarding future construction, enhancement or upgrade of rigs, future mobilization, relocation or other movement of rigs, and future availability or suitability of rigs. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including the following: (i) industry conditions and competition, (ii) fluctuations in the price of oil and natural gas, (iii) regional and worldwide expenditures for oil and gas drilling, (iv) demand for oil and gas, (v) operational risks, contractual indemnities and insurance, (vi) risks associated with operating in foreign jurisdictions, (vii) environmental liabilities that may arise in the future that are not covered by insurance or indemnity, (viii) the impact of current and future laws and government regulation, as well as repeal or modification of same, affecting the oil and gas industry, the environment, taxes and the Company's operations in particular, (ix) changes in costs associated with rig construction or enhancement, as well as changes in dates rigs being constructed or undergoing enhancement will enter a shipyard, be delivered from a shipyard or enter service, (x) renegotiations, nullification, or breaches of contracts with customers, vendors, subcontractors or other parties, (xi) unionization or similar collective actions by the Company's employees, (xii) consolidation among the Company's competitors or customers and (xiii) the risks described elsewhere herein and from time to time in the Company's reports to the Securities and Exchange Commission.
Item 1. Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and ShareholdersENSCO International Incorporated:
We have reviewed the accompanying condensed consolidated balance sheet of ENSCO International Incorporated and subsidiaries (the Company), as of June 30, 2004, the related condensed consolidated statements of income for the three-month and six-month periods ended June 30, 2004 and 2003, and the related condensed consolidated statement of cash flows for the six-month period ended June 30, 2004 and 2003. These condensed consolidated financial statements are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Dallas, TexasJuly 19, 2004
The accompanying notes are an integral part of these financial statements.
The accompanying consolidated financial statements of ENSCO International Incorporated (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission included in the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial information included herein is unaudited but, in the opinion of management, includes all adjustments (consisting of normal recurring adjustments) which are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The December 31, 2003 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
The financial data for the three-month and six-month periods ended June 30, 2004 and 2003 included herein have been subjected to a limited review by KPMG LLP, the Company's independent registered public accounting firm. The accompanying registered public accounting firm's review report is not a report within the meaning of Sections 7 and 11 of the Securities Act of 1933 and the registered public accounting firm's liability under Section 11 does not extend to it.
Results of operations for the three-month and six-month periods ended June 30, 2004 are not necessarily indicative of results of operations which will be realized for the year ending December 31, 2004. It is recommended that these statements be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended December 31, 2003 included in the Company's Annual Report to the Securities and Exchange Commission on Form 10-K.
Certain reclassifications have been made to the 2003 unaudited consolidated financial statements to conform to the 2004 presentation.
For the three-month and six-month periods ended June 30, 2004 and 2003, there were no adjustments to net income for purposes of calculating basic and diluted earnings per share. The following is a reconciliation of the weighted average common shares used in the basic and diluted earnings per share computations for the three-month and six-month periods ended June 30, 2004 and 2003 (in millions):
The components of the Company's comprehensive income for the three-month and six-month periods ended June 30, 2004 and 2003, are as follows (in millions):
The components of the accumulated other comprehensive loss section of stockholders' equity at June 30, 2004 and December 31, 2003, are as follows (in millions):
At June 30, 2004, the net unrealized losses on derivative instruments included in accumulated other comprehensive loss totaled $10.6 million and the estimated amount that will be reclassified to earnings during the next twelve months is as follows (in millions):
In May 2004, the Company entered into an agreement with Keppel FELS Limited ("KFELS"), a major international shipyard, to exchange three rigs (ENSCO 23, ENSCO 24 and ENSCO 55) and $55.0 million for the construction of a new high performance premium jackup rig to be named ENSCO 107. The ENSCO 107 will be an enhanced KFELS MOD V (B) design modified to ENSCO specifications and delivery is expected in late 2005. The exchange of the three rigs was treated as a sale with no significant gain or loss recognized, as the fair value of the rigs approximated their book value of $39.9 million. The results of operations of the ENSCO 23, ENSCO 24 and ENSCO 55 have been reclassified as discontinued operations in the consolidated statements of income for the three-month and six-month periods ended June 30, 2004 and 2003.
Effective April 1, 2003, the Company sold its 27-vessel marine transportation fleet and ceased conducting marine transportation operations. The operating results of the marine transportation fleet, which represent the entire marine transportation services segment previously reported by the Company, have been reclassified as discontinued operations in the consolidated statement of income for the six-month period ended June 30, 2004.
Following is a summary of income (loss) from discontinued operations for the three-month and six-month periods ended June 30, 2004 and 2003 (in millions):
During the fourth quarter of 2000, the Company entered into an agreement with KFELS and acquired a 25% ownership interest in a harsh environment jackup rig under construction, which was subsequently named ENSCO 102. During the second quarter of 2002, the Company and KFELS established a joint venture company, ENSCO Enterprises Limited ("EEL"), to own and charter the ENSCO 102. Upon completion of rig construction in May 2002, the Company and KFELS transferred their respective interests in ENSCO 102 to EEL in exchange for promissory notes in the amount of $32.5 million and $97.3 million, respectively. The Company and KFELS had initial ownership interests in EEL of 25% and 75%, respectively.
Concurrent with the transfer of the rig to EEL, the Company agreed to charter the ENSCO 102 from EEL for a two-year period that was scheduled to expire in May 2004. Under the terms of the charter, the majority of the net cash flow generated by the ENSCO 102 operations was remitted to EEL in the form of charter payments. However, the charter obligation was determined on a cumulative basis such that cash flow deficits incurred prior to initial rig operations were satisfied prior to the commencement of charter payments. Charter proceeds received by EEL were used to pay interest on the promissory notes and any cash remaining after all accrued interest has been paid was used to repay the outstanding principal of the KFELS promissory note. Pursuant to an agreement between the Company and KFELS, the respective ownership interests of the Company and KFELS in EEL were adjusted concurrently with repayments of principal on the KFELS promissory note such that each party's ownership interest was equal to the ratio of its outstanding promissory note balance to the aggregate outstanding principal balance of both promissory notes.
Under the terms of the agreement with KFELS, the Company had an option to purchase the ENSCO 102 from EEL, at a formula derived price, which was scheduled to expire in May 2004. Effective January 31, 2004, the Company exercised its purchase option and acquired the ENSCO 102 for a net payment of $94.6 million. EEL was effectively liquidated upon the Company's acquisition of the ENSCO 102. A summary of the unaudited operating results of EEL for the three-month period ended June 30, 2003 and the six-month periods ended June 30, 2004 and 2003, is as follows:
The Company recognized $400,000, net of intercompany eliminations, from its equity in the earnings of EEL for the six-month period ended June 30, 2004. During the three months and six months ended June 30, 2003, the Company recognized $700,000 and $1.5 million, respectively, net of intercompany eliminations, from its equity in the earnings of EEL. The Company's equity in the earnings of EEL is included in operating expenses on the consolidated statements of income.
During the first quarter of 2003, the Company entered into an agreement with KFELS to establish a second joint venture company, ENSCO Enterprises Limited II ("EEL II"), to construct a premium heavy duty jackup rig to be named ENSCO 106. The Company will contribute $3.0 million of procurement and management services and $23.3 million in cash for a 25% interest in EEL II. The terms of the EEL II agreement are similar to those of the EEL agreement, with the Company holding an option to purchase the ENSCO 106 from EEL II, at a formula derived price, at any time during construction or the two-year period after completion of construction. Additionally, if the Company has not exercised its purchase option upon completion of construction, the Company will charter the ENSCO 106 from EEL II for a two-year period under terms similar to those of the ENSCO 102 charter from EEL. Both the Company and KFELS have the right to terminate the joint venture at the end of the two-year period if the purchase option has not been exercised. Construction of the ENSCO 106 is anticipated to be completed during the fourth quarter of 2004. At June 30, 2004, the Company's investment in EEL II totaled $17.2 million.
The Company's equity interest in EEL II constitutes a variable interest in a variable interest entity, as defined in the Financial Accounting Standards Board's Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46R"). However, the Company will not absorb a majority of the expected losses or receive a majority of the expected residual returns of EEL II, as defined by FIN 46R, and accordingly, the Company is not required to consolidate EEL II.
The Company's consolidated effective income tax rate for the three months ended June 30, 2004 was 22.1% as compared to 28.5% in the prior year quarter. The Company's consolidated effective income tax rate for the six months ended June 30, 2004 was 24.7% as compared to 28.5% in the prior year period. The decrease in the effective tax rate for both the three-month and six-month periods is primarily due to an increase in the relative portion of the Company's projected annual earnings generated by foreign subsidiaries whose earnings are being permanently reinvested and taxed at lower rates.
In September 2003, the Company was notified that it may be subjected to criminal liability under the U.K. Heath and Safety Executive Act in connection with a fatal injury suffered by an employee on one of its rigs. The matter is currently under review by U.K. authorities and the Company has not formally been charged with an offense. Should the Company be charged and criminal liability be established, the Company is subject to a monetary fine. The Company believes it has established a sufficient reserve in relation to this matter.
The Company is a defendant in certain claims and litigation arising out of operations in the normal course of business. In the opinion of management, uninsured losses, if any, will not be material to the Company's financial position, results of operations or cash flows.
In July 2004, the Company settled an insurance claim related to damages and associated downtime incurred on the ENSCO 7500 during the first quarter of 2002. The Company will recognize a gain of $3.9 million in the third quarter of 2004 in connection with the settlement.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
ENSCO International Incorporated and subsidiaries ("ENSCO" or the "Company") is an international offshore contract drilling company with a current operating fleet of 53 drilling rigs, including 42 jackup rigs, seven barge rigs, three platform rigs and one semisubmersible rig. The Company's offshore contract drilling operations are integral to the exploration, development and production of oil and natural gas and the Company is one of the leading providers of offshore drilling services to the international oil and gas industry.
The Company drills and completes oil and gas wells under contracts with major international, government-owned and independent oil and gas companies. The drilling services provided by the Company are conducted on a "day rate" contract basis, under which the Company provides its drilling rigs and rig crews and receives a fixed amount per day for drilling wells. The customer bears substantially all of the ancillary costs of constructing the wells and supporting drilling operations, as well as the economic risk relative to the success of the wells.
Demand for the Company's services is significantly affected by regional and worldwide levels of offshore exploration and development spending by oil and gas companies. Offshore exploration and development spending levels may fluctuate substantially from year to year and from region to region. Such spending fluctuations result from many factors, including demand for oil and gas, regional and global economic conditions and expected changes therein, political and legislative environments in the United States and other major oil-producing countries, production levels and related activities of OPEC and other oil and gas producers, and the impact that these and other events have on the current and expected future pricing of oil and natural gas.
The Company's drilling rigs are deployed throughout the world, with drilling operations concentrated in the major geographic regions of North America, Europe/Africa, Asia Pacific and South America/Caribbean. The Company competes with other offshore drilling contractors on the basis of price, quality of service, operational and safety performance, equipment suitability and availability, reputation and technical expertise. Competition is usually on a regional basis, but offshore drilling rigs are mobile and may be moved from one region to another in response to demand.
BUSINESS ENVIRONMENT
The Company's domestic offshore drilling operations are conducted in the Gulf of Mexico. The U.S. oil and natural gas market and trends in oil and gas company spending largely determine domestic offshore drilling industry conditions. Demand for jackup rigs in the Gulf of Mexico decreased during the first half of 2003 as oil and gas companies focused more of their spending on international projects. However, demand improved somewhat in the second half of 2003 as the supply of jackup rigs in the Gulf of Mexico declined when certain rigs mobilized to international markets in response to contract opportunities. Day rates for Gulf of Mexico jackup rigs improved over the course of 2003. During the first six months of 2004, jackup day rate trends were mixed, with day rates for the larger premium jackup rigs decreasing slightly from year-end 2003 levels due to a modest oversupply of larger rigs, while day rates for smaller jackup rigs increased slightly from year-end 2003 rates.
Demand and day rates for jackup rigs in Europe remained fairly stable over the first half of 2003. However, day rates for jackup rigs in Europe declined during the second half of 2003 due to limited term work opportunities. During the first half of 2004, day rates for jackup rigs in Europe remained at reduced levels.
Day rates for jackup rigs in Asia Pacific remained relatively stable over the course of 2003 and the first six months of 2004. Asia Pacific jackup rig activity levels also remained fairly stable during the first three quarters of 2003, but declined during the fourth quarter of 2003 due to the completion of several 2003 drilling programs. Activity levels in Asia Pacific recovered to early 2003 levels during the first quarter of 2004 and have remained consistent throughout the second quarter.
RESULTS OF OPERATIONS
In May 2004, the Company entered into an agreement to exchange three rigs (ENSCO 23, ENSCO 24 and ENSCO 55) and $55.0 million for the construction of a new high performance premium jackup rig to be named ENSCO 107. The exchange of the three rigs was treated as a sale with no significant gain or loss recognized, as the fair value of the rigs approximated their book value of $39.9 million. The results of operations of the ENSCO 23, ENSCO 24 and ENSCO 55 have been reclassified as discontinued operations in the consolidated statements of income for the three-month and six-month periods ended June 30, 2004 and 2003. Effective April 1, 2003, the Company sold its 27-vessel marine transportation fleet and ceased conducting marine transportation operations. The operating results of the marine transportation fleet, which represent the entire marine transportation services segment previously reported by the Company, have been reclassified as discontinued operations in the consolidated statement of income for the six-month period ended June 30, 2003.
The following analysis highlights the Company's consolidated operating results for the three-month and six-month periods ended June 30, 2004 and 2003 (in millions):
Second quarter 2004 revenues decreased $12.9 million, or 7%, from the prior year second quarter. The decrease in revenues is due primarily to reduced utilization and day rates for the Europe/Africa jackup rigs and reduced utilization of the ENSCO 7500, partially offset by increased day rates for the North America jackup rigs and increased utilization of Asia Pacific jackup rigs. Second quarter 2004 contract drilling expense decreased $2.0 million, or 2%, from the prior year second quarter. The decrease in contract drilling expense is primarily due to a reduction in utilization for the Europe/Africa jackup rigs and ENSCO 7500, a decrease in repair and insurance costs, and a $3.4 million decrease in costs associated with the ENSCO 102 joint venture charter operations, which ceased effective January 31, 2004 upon ENSCO's acquisition of the rig from the joint venture (see Note 5 to the Company's Consolidated Financial Statements for information concerning the Company's charter of the ENSCO 102). These decreases were partially offset by increased utilization of Asia Pacific rigs, increased mobilization expense and $4.0 million of costs incurred during the current year quarter relating to the termination of a rig transportation contract and related costs of assisting tugs and ancillary activities associated with the delayed relocation of two jackup rigs from the Gulf of Mexico to the Middle East.
For the six months ended June 30, 2004, revenues decreased $19.3 million, or 5%, from the prior year period. The decrease in revenues is due primarily to reduced utilization and day rates for the Europe/Africa jackup rigs and reduced utilization of the ENSCO 7500, partially offset by increased day rates for the North America jackup rigs. Contract drilling expense for the six months ended June 30, 2004 decreased by $4.1 million, or 2%, as compared to the prior year period. The decrease in contract drilling expense is primarily due to a reduction in utilization for the Europe/Africa jackup rigs and ENSCO 7500, a decrease in repair and insurance costs, and a $5.9 million decrease in costs associated with the aforementioned ENSCO 102 joint venture charter operations. These decreases were partially offset by increased utilization of Asia Pacific rigs, increased mobilization expense and the aforementioned $4.0 million costs incurred during the current year period associated with the delayed relocation of two jackup rigs from the Gulf of Mexico to the Middle East.
The following is an analysis of certain operating information for the Company for the three-month and six-month periods ended June 30, 2004 and 2003 (in millions, except utilization and day rates):
The following is an analysis of the Company's offshore drilling rigs at June 30, 2004 and 2003:
North America Jackup Rigs
Second quarter 2004 revenues for the North America jackup rigs increased by $12.8 million, or 27%, and contract drilling expense increased by $900,000, or 2%, as compared to the prior year quarter. The increase in revenues is due primarily to a 39% increase in average day rates, partially offset by a reduction in utilization to 86% in the current year quarter from 88% in the prior year quarter. The increase in contract drilling expense is primarily attributable to $4.0 million of costs incurred during the current year quarter relating to the termination of a rig transportation contract and related costs of assisting tugs and ancillary activities associated with the delayed relocation of two jackup rigs from the Gulf of Mexico to the Middle East. This increase was partially offset by a decrease in repair, insurance and personnel costs.
For the six months ended June 30, 2004, revenues for the North America jackup rigs increased by $33.1 million, or 36%, and contract drilling expense increased by $4.0 million, or 6%, as compared to the prior year period. The increase in revenues is due primarily to a 39% increase in the average day rates. The increase in contract drilling expense is primarily attributable to $4.0 million of costs incurred during the current year period relating to the termination of a rig transportation contract and related costs of assisting tugs and ancillary activities associated with the delayed relocation of two jackup rigs from the Gulf of Mexico to the Middle East. Excluding the impact of the $4.0 million relating to the delayed relocation of jackup rigs, current period contract drilling expense is little changed from the prior year period, as increased personnel and mobilization costs were offset by decreased insurance and repair costs.
Europe/Africa Jackup Rigs
Second quarter 2004 revenues for the Europe/Africa jackup rigs decreased $20.3 million, or 41%, from the prior year quarter. The decrease in revenues is due primarily to an 11% decrease in the average day rates and a reduction in utilization to 66% in the current year quarter from 95% in the prior year quarter. Contract drilling expense decreased by $3.2 million, or 13%, from the prior year quarter due primarily to decreased utilization.
For the six months ended June 30, 2004, revenues for the Europe/Africa jackup rigs decreased by $31.5 million, or 32%, from the prior year period. The decrease in revenues is primarily attributable to a 17% decrease in the average day rates and a reduction in utilization to 78% in the current year period from 93% in the prior year period. Contract drilling expense decreased by $3.1 million, or 6%, from the prior year period due primarily to decreased utilization.
Asia Pacific Jackup Rigs
Second quarter 2004 revenues for the Asia Pacific jackup rigs increased by $12.2 million, or 21%, and contract drilling expense increased by $2.7 million, or 8%, as compared to the prior year quarter. The increase in revenues is primarily due to an increase in utilization to 87% in the current year quarter from 82% in the prior year quarter and a $6.2 million increase in revenues associated with mobilization and reimbursed costs. The increase in contract drilling expense is primarily attributable to increased utilization and a $4.5 million increase in mobilization and reimbursable expenses, partially offset by a $3.4 million decrease in costs associated with the ENSCO 102 joint venture charter operations, which ceased effective January 31, 2004 upon ENSCO's acquisition of the rig from the joint venture (see Note 5 to the Company's Consolidated Financial Statements for information concerning the Company's charter of the ENSCO 102).
For the six months ended June 30, 2004, revenues for the Asia Pacific jackup rigs increased by $3.4 million, or 3%, and contract drilling expense decreased by $300,000, or 1%, as compared to the prior year period. The increase in revenues is primarily due to a $7.1 million increase in revenues associated with mobilization and reimbursed costs, partially offset by a reduction in utilization to 82% in the current year period from 86% in the prior year period. The decrease in contract drilling expense is primarily attributable to a $5.9 million decrease in costs associated with the aforementioned ENSCO 102 joint venture charter operations and a decrease in insurance costs, partially offset by a $5.7 million increase mobilization and reimbursable expenses.
South America/Caribbean Jackup Rig
Second quarter 2004 revenues for the South America/Caribbean jackup rig decreased by $700,000, or 8%, compared to the prior year quarter. The decrease in revenues is primarily due to a reduction in utilization to 90% in the current year quarter from 98% in the prior year quarter and a decrease in revenue associated with reimbursed costs. Second quarter 2004 contract drilling expense for the South America/Caribbean jackup rig increased by $200,000, or 6%, from the prior year quarter due to increased repair and personnel costs.
For the six months ended June 30, 2004, revenues for the South America/Caribbean jackup rig increased $100,000, or 1%, and contract drilling expense increased $300,000, or 5%, as compared to the prior year period. The increase in revenues is primarily due to an 8% increase in the average day rate of ENSCO 76, partially offset by a reduction in utilization to 94% in the current year period from 99% in the prior year period and a decrease in revenue associated with reimbursed costs. The increase in contract drilling expense is due primarily to increased personnel and repair costs, partially offset by a decrease in insurance costs and reimbursable expenses.
North America Semisubmersible Rig
Second quarter 2004 revenues for the ENSCO 7500 decreased by $17.1 million, or 99%, and second quarter 2004 contract drilling expenses decreased $1.3 million, or 28%, as compared to the prior year quarter as the rig completed an approximate three-year contract in the first quarter 2004 and was idle undergoing minor improvements, regulatory inspection and maintenance procedures during the second quarter 2004.
For the six months ended June 30, 2004, revenues for the ENSCO 7500 decreased $21.6 million, or 64%, and contract drilling expense decreased $1.9 million, or 20%, from the prior year period as the rig was idle during the second quarter as noted above.
Asia Pacific Barge Rig
Second quarter 2004 revenues for the Asia Pacific barge rig decreased by $300,000, or 6%, and contract drilling expense decreased by $600,000, or 21%, compared to the prior year quarter. The decrease in revenues is primarily due to a $1.0 million decrease in revenues associated with mobilization and reimbursed costs, partially offset by a 19% increase in the average day rate of ENSCO I. The decrease in contract drilling expense is due primarily to a reduction in reimbursable expenses.
For the six months ended June 30, 2004, revenues for the Asia Pacific barge rig decreased $1.2 million, or 13%, and contract drilling expense decreased $1.5 million, or 26%, as compared to the prior year period. The decrease in revenues is primarily due to a $2.4 million decrease in revenues associated with mobilization and reimbursed costs, partially offset by a 10% increase in the average day rate of ENSCO I. The decrease in contract drilling expense is due primarily to a reduction in reimbursable expenses.
South America/Caribbean Barge Rigs
Second quarter 2004 revenues for the South America/Caribbean barge rigs increased by $2.4 million, or 62%, compared to the prior year quarter. The increase in revenue is due primarily to ENSCO III, which worked 56 days during the current year quarter but was idle during the prior year quarter. Second quarter 2004 contract drilling expense increased $100,000, or 4%, from the prior year quarter due primarily to the utilization of ENSCO III during the current year quarter, partially offset by reduced repair expenses and a gain on the disposition of equipment.
For the six months ended June 30, 2004, revenues for the South America/Caribbean barge rigs increased by $3.3 million, or 45%, and contract drilling expense increased $400,000, or 8%, as compared to the prior year period. The increase in revenue is due primarily to ENSCO III, which worked 59 days during the current year period but was idle during the prior year period. The increase in contract drilling expense is primarily due to the utilization of ENSCO III during the current year period, partially offset by a decrease in repair and insurance costs and a gain on the disposition of equipment.
Platform Rigs
Second quarter 2004 revenues for the platform rigs decreased by $1.9 million, or 41%, and contract drilling expense decreased $800,000, or 25%, as compared to the prior year quarter. The decrease in revenue is due primarily to ENSCO 29, which was idle during the current year quarter compared to fully utilized during the prior year quarter. The decrease in contract drilling expense is primarily due to the reduced utilization of ENSCO 29.
For the six months ended June 30, 2004, revenues for platform rigs decreased by $4.9 million, or 48%, and contract drilling expenses decreased $2.0 million, or 32%, as compared to the prior year period. The decreases are due primarily to a reduction in utilization to 33% in the current year period from 76% in the prior year period.
Depreciation and amortization expense for the second quarter of 2004 increased by $3.4 million, or 10%, as compared to the prior year quarter. The increase is primarily attributable to depreciation associated with capital enhancement projects completed subsequent to the second quarter of 2003 and depreciation on the ENSCO 102 which was acquired in January 2004.
Depreciation and amortization expense for the six months ended June 30, 2004 increased by $7.2 million, or 11%, as compared to the prior year period. The increase is primarily attributable to depreciation associated with capital enhancement projects completed subsequent to the second quarter 2003 and depreciation on the ENSCO 102 which was acquired in January 2004.
General and administrative expense for the second quarter of 2004 increased by $2.6 million, or 54%, as compared to the prior year quarter. The increase is primarily attributable to personnel costs, director costs, audit fees and consulting services related to information systems, the Sarbanes-Oxley Act and other projects.
General and administrative expense for the six months ended June 30, 2004 increased by $2.4 million, or 22%, as compared to the prior year period. The increase is primarily attributable to personnel costs, director costs, audit fees and consulting services related to information systems, the Sarbanes-Oxley Act and other projects, partially offset by a payment in the first quarter of 2003 of one-time severance costs of $1.1 million under an employment contract assumed in connection with the Chiles acquisition in 2002.
Other income (expense) for the second quarter and six months ended June 30, 2004 and 2003 is as follows (in millions):
Second quarter interest income decreased by $100,000 compared to the prior year second quarter due to a reduction in average interest rates. Interest income for the six months ended June 30, 2004 was unchanged from the comparable prior year period, as an increase resulting from increased cash balances invested was offset by the impact of lower average interest rates. Interest expense for the second quarter and six months ended June 30, 2004 increased as compared to prior year periods due to minor increases in outstanding debt and average effective interest rates. Capitalized interest for the second quarter and six months ended June 30, 2004 decreased compared to the prior year periods due to a decrease in the amount invested in enhancement projects. Other, net in both current and prior year periods consists primarily of foreign currency translation gains and losses.
The provision for income taxes for the second quarter of 2004 decreased by $5.8 million as compared to the prior year quarter. The decrease is attributable to reduced profitability and a decrease in the effective tax rate to 22.1% in the second quarter of 2004 from 28.5% in the prior year quarter. The provision for income taxes for the six months ended June 30, 2004 decreased by $8.7 million as compared to the corresponding prior year period. The decrease is attributable to reduced profitability and a decrease in the effective tax rate to 24.7% in the current year period from 28.5% in the prior year period. The effective tax rate decreased in the current year three-month and six-month periods from the corresponding prior year periods due primarily to an increase in the relative portion of the Company's projected annual earnings generated by foreign subsidiaries whose earnings are being permanently reinvested and taxed at lower rates.
In May 2004, the Company entered into an agreement to exchange three rigs (ENSCO 23, ENSCO 24 and ENSCO 55) and $55.0 million for the construction of a new high performance premium jackup rig to be named ENSCO 107. The exchange of the three rigs was treated as a sale with no significant gain or loss recognized, as fair value of the rigs approximated their book value of $39.9 million. The results of operations of the ENSCO 23, ENSCO 24 and ENSCO 55 have been reclassified as discontinued operations in the consolidated statements of income for the three-month and six-month periods ended June 30, 2004 and 2003.
The Company has historically relied on its cash flow from operations to meet liquidity needs and fund the majority of its cash requirements. Management believes the Company has maintained a strong financial position through the disciplined and conservative use of debt. A substantial majority of the Company's cash flow has been invested in the expansion and enhancement of its fleet of drilling rigs.
During the six month period ended June 30, 2004, the Company's primary source of cash consisted of $128.5 million generated from continuing drilling operations and its primary use of cash consisted of $179.7 million for the acquisition, enhancement and other improvement of drilling rigs. During the six month period ended June 30, 2003, the Company's primary sources of cash consisted of $123.8 million generated from continuing drilling operations and $78.8 million from the sale of its marine transportation fleet and its primary use of cash consisted of $100.6 million for the enhancement and other improvement of drilling rigs.
Detailed explanations of the Company's liquidity and capital resources for the six month periods ended June 30, 2004 and 2003, including discussions of cash flow from operations, capital expenditures, financing and off-balance sheet arrangements, are set forth below.
The Company's cash flow from continuing operations and capital expenditures of continuing operations for the six months ended June 30, 2004 and 2003 are as follows (in millions):
Cash flow from continuing operations increased by $4.7 million for the six months ended June 30, 2004 as compared to the prior year period. The increase is primarily attributable to a $21.8 million increase in cash flow from working capital changes, partially offset by a decrease in cash flow from reduced profitability.
Effective January 31, 2004, the Company purchased the ENSCO 102 from an affiliated joint venture for a net payment of $94.6 million. In addition to the acquisition of ENSCO 102, management anticipates that full year 2004 capital expenditures will include approximately $200.0 million for rig enhancement projects and approximately $50.0 million for minor upgrades and improvements. Management also plans to invest approximately $14.4 million in its joint venture formed to construct and own the ENSCO 106 during 2004. The sale and transfer of ENSCO 23, ENSCO 24 and ENSCO 55 upon the execution of the ENSCO 107 construction agreement in May 2004 did not involve capital expenditures and management does not expect to make significant capital expenditures for construction of the ENSCO 107 during 2004. (See "Off-Balance Sheet Arrangements" and Note 5 to the Company's Consolidated Financial Statements for information concerning the Company's investment in the joint venture related to the ENSCO 106; see "Outlook" for information concerning the construction of the ENSCO 107.) Depending on market conditions and opportunities, the Company may also make capital expenditures to construct or acquire additional rigs or elect to exercise its option to acquire the non-owned interest in the ENSCO 106 in 2004.
In October 2003, the Company issued $76.5 million of 17-year bonds to provide long-term financing for the ENSCO 105. The bonds are guaranteed by the United States Maritime Administration ("MARAD") and will be repaid in 34 equal semiannual principal installments of $2.25 million. Interest on the bonds is payable semiannually, in April and October, at a fixed rate of 4.65%. The bonds are collateralized by the ENSCO 105 and the Company has guaranteed the performance of its obligations under the bonds to MARAD. As of June 30, 2004, the Company had $74.3 million outstanding under the bonds.
In connection with the acquisition of Chiles Offshore Inc. ("Chiles") in August 2002, the Company assumed Chiles' bonds that were originally issued to provide long-term financing for the ENSCO 76. The bonds are guaranteed by MARAD and are being repaid in 24 equal semiannual principal installments of $2.9 million, which commenced in January 2000 and will end in July 2011. Interest on the bonds is payable semiannually, in January and July, at a fixed rate of 5.63%. The bonds are collateralized by the ENSCO 76 and the Company has guaranteed the performance of its obligations under the bonds to MARAD. As of June 30, 2004, the Company had $44.1 million outstanding under the bonds.
On January 25, 2001, the Company issued $190.0 million of 15-year bonds to provide long-term financing for the ENSCO 7500. The bonds are guaranteed by MARAD and are being repaid in 30 equal semiannual principal installments of $6.3 million, which commenced in June 2001 and will end in December 2015. Interest on the bonds is payable semiannually, in June and December, at a fixed rate of 6.36%. The bonds are collateralized by the ENSCO 7500 and the Company has guaranteed the performance of its obligations under the bonds to MARAD. As of June 30, 2004, the Company had $145.7 million outstanding under the bonds.
In November 1997, the Company issued $300.0 million of unsecured debt in a public offering, consisting of $150.0 million of 6.75% Notes due November 15, 2007 (the "Notes") and $150.0 million of 7.20% Debentures due November 15, 2027 (the "Debentures"). Interest on the Notes and the Debentures is payable semiannually in May and November, and totals $20.9 million on an annual basis.
The Company has a $250.0 million unsecured revolving credit agreement (the "Credit Agreement") with a syndicate of banks that matures in July 2007. Interest on amounts borrowed under the Credit Agreement is based on LIBOR plus an applicable margin rate (currently 0.525%), depending on the Company's credit rating. The Company pays a facility fee (currently 0.225% per annum) on the total $250.0 million commitment, which also is based on the Company's credit rating. In addition, the Company is required to pay a utilization fee of 0.25% per annum on outstanding advances under the Credit Agreement if such advances exceed 33% of the total $250.0 million commitment. The Company is required to maintain certain financial covenants under the Credit Agreement, including a specified level of interest coverage, debt ratio and tangible net worth. The Company had no amounts outstanding under the Credit Agreement at June 30, 2004.
The Company is in compliance with the covenants of all of its debt instruments.
During the first quarter of 2003, the Company entered into an agreement with Keppel FELS Limited ("KFELS"), a major international shipyard, to establish a joint venture company, ENSCO Enterprises Limited II ("EEL II"), to construct a premium heavy duty jackup rig to be named ENSCO 106. The Company will contribute $3.0 million of procurement and management services and $23.3 million in cash for a 25% interest in EEL II. KFELS will construct and deliver the ENSCO 106 for a 75% interest in EEL II. Under the terms of the agreement with KFELS, the Company has an option to purchase the ENSCO 106 from EEL II, at a formula derived price, at any time during the rig construction period or the two-year period following construction completion. At June 30, 2004, the Company's investment in EEL II totaled $17.2 million.
If the Company has not exercised its purchase option upon completion of construction, the Company will charter the ENSCO 106 from EEL II for a two-year period. Under the terms of the charter, the majority of the net cash flow generated by the ENSCO 106 operations is remitted to EEL II in the form of charter payments. However, the charter obligation is determined on a cumulative basis such that cash flow deficits incurred prior to initial rig operations are satisfied prior to the commencement of charter payments. Both the Company and KFELS have the right to terminate the joint venture at the end of the two-year period if the purchase option has not been exercised. Construction of the ENSCO 106 is anticipated to be completed during the fourth quarter of 2004.
The Company’s liquidity position at June 30, 2004 and December 31, 2003 is summarized in the table below (in millions, except ratios):
At June 30, 2004, the Company had $283.2 million of cash and cash equivalents, as well as $250.0 million available for borrowing under its Credit Agreement, to meet liquidity needs. Management expects to fund the Company's short-term liquidity needs, including contractual obligations and anticipated capital expenditures, as well as any working capital requirements, from its cash and cash equivalents and operating cash flow.
Management expects to fund the Company's long-term liquidity needs, including contractual obligations and anticipated capital expenditures, from its cash and cash equivalents, investments, operating cash flow and, if necessary, funds drawn under its Credit Agreement or other future financing arrangements.
The Company has historically funded the majority of its liquidity from operating cash flow. The Company anticipates the majority of its cash flow in the near to intermediate-term will continue to be invested in the expansion and enhancement of its fleet of drilling rigs. As a substantial majority of such expenditures are elective, the Company expects to be able to maintain adequate liquidity throughout future business cycles through the deferral or acceleration of its future capital investments, as necessary. Accordingly, while future operating cash flow cannot be accurately predicted, management believes its long-term liquidity will continue to be funded primarily by operating cash flow.
The Company has net assets and liabilities denominated in numerous foreign currencies and uses various methods to manage its exposure to foreign currency exchange risk. The Company predominantly structures its drilling rig contracts in U.S. dollars, which significantly reduces the portion of the Company's cash flows and assets denominated in foreign currencies. The Company also employs various strategies, including the use of derivative instruments, to match foreign currency denominated assets with equal or near equal amounts of foreign currency denominated liabilities, thereby minimizing exposure to earnings fluctuations caused by changes in foreign currency exchange rates. The Company occasionally utilizes derivative instruments to hedge forecasted foreign currency denominated transactions. At June 30, 2004, the Company had foreign currency exchange contracts outstanding to exchange $18.9 million U.S. dollars for Australian dollars, Great Britain pounds and Euros, all of which mature during the third and fourth quarters of 2004. Based on a hypothetical 10% adverse change in foreign currency exchange rates, the net unrealized loss associated with the Company's foreign currency denominated assets and liabilities and related foreign currency exchange contracts as of June 30, 2004 would approximate $400,000.
The Company uses various derivative financial instruments to manage its exposure to interest rate risk. The Company occasionally uses interest rate swap agreements to effectively convert the variable interest rate on debt to a fixed rate or the fixed rate on debt to a variable rate, and interest rate lock agreements to hedge against increases in interest rates on pending financing. At June 30, 2004, the Company had no outstanding interest rate swap agreements or interest rate lock agreements.
The Company utilizes derivative instruments and undertakes hedging activities in accordance with its established policies for the management of market risk. The Company does not enter into derivative instruments for trading or other speculative purposes. Management believes that the Company's use of derivative instruments and related hedging activities do not expose the Company to any material interest rate risk, foreign currency exchange rate risk, commodity price risk, credit risk or any other market rate or price risk.
Changes in industry conditions and the corresponding impact on the Company's operations cannot be accurately predicted because of the short-term nature of many of the Company's contracts and the volatility of oil and natural gas prices, which impact expenditures for oil and gas drilling, rig utilization and day rates. Whether recent levels of regional and worldwide expenditures for oil and gas drilling will increase, decrease or remain unchanged, is not determinable at this time. Management's current plans and expectations relative to its major areas of operations and near-term industry conditions are detailed below.
Rig Construction
On May 21, 2004, the Company entered into an agreement with KFELS for the construction of a new high performance premium jackup rig to be named ENSCO 107. Upon execution of the agreement, the Company sold and transferred three rigs (ENSCO 23, ENSCO 24 and ENSCO 55) to KFELS and will pay an additional $55.0 million prior to delivery of the rig, which is expected in late 2005. The ENSCO 107 will be an enhanced KFELS MOD V (B) design modified to ENSCO specifications and a sister rig to the ENSCO 106, which is currently under construction in Singapore. The ENSCO 106, which is being constructed under a joint venture with KFELS, is expected to be delivered by year-end 2004.
Rig Enhancements and Relocations
The ENSCO 68 is currently in a shipyard undergoing major enhancements and is projected to return to service in the Gulf of Mexico during October 2004. The ENSCO 67 is currently en route to Singapore where it will enter a shipyard for major enhancements and is projected to return to service in the Asia Pacific region during the second quarter of 2005. The ENSCO 95 is scheduled to mobilize from the Gulf of Mexico by the end of July 2004 to a shipyard in the Middle East where it will undergo enhancements and is projected to return to service in late November or early December 2004. The ENSCO 88, currently in a Gulf of Mexico shipyard undergoing enhancements that are projected to be completed in August 2004, is scheduled to mobilize to a Middle East shipyard for installation of additional quarters and be available for work in October 2004. The Company plans to commence enhancement procedures on three additional Gulf of Mexico jackup rigs during 2004, including two projects with projected shipyard durations of four months each commencing in September 2004 and December 2004 and one project with projected shipyard duration of nine months commencing in October 2004.
North America
As of July 26, 2004, all 17 of the Company's jackup rigs in the North America region not undergoing enhancement procedures or preparing for international mobilization are working. The ENSCO 7500, the Company's deep water semisubmersible rig, completed minor improvements, regulatory inspection and maintenance procedures during the second quarter and is currently idle. However, the Company has received a letter of intent for an approximate 100-day contract scheduled to commence in August 2004 at an approximate day rate of $85,000.
As of July 26, 2004, one of the Company's three platform rigs is operating under a contract scheduled for completion in August 2004. The Company has executed a long-term contract for a second platform rig with a commencement date scheduled in September 2004. The Company's platform rigs have experienced utilization in the 40% to 60% range during the previous five years, primarily as a result of reduced opportunities for deep-well drilling contracts. The Company's platform rigs, which are all capable of completing 25,000 to 30,000 feet wells, are best suited for long-term, deep well drilling applications where the platform rig components will stay in place for a substantial period of time. The Company's platform rigs currently compete against smaller, easier to mobilize and assemble, self-erecting platform rigs for shallow well drilling. The Company is not able to predict when there will be a recovery of drilling activity that will require a sustained use of the class of platform rigs owned and operated by the Company. The Company evaluated the carrying values of its platform rigs in December 2003 and determined such carrying values were not impaired. The Company will continue to perform such evaluations as circumstances dictate.
Europe/Africa
As of July 26, 2004, two of the Company's eight jackup rigs in the Europe/Africa region are idle and management currently anticipates additional idle time for these rigs in the third quarter of 2004.
Asia Pacific
As of July 26, 2004, all of the Company's 13 rigs currently located in the Asia Pacific region are operating with commitments into the fourth quarter of 2004 or later. As noted above, the Company is increasing the size of its Asia Pacific fleet during 2004 through the relocation of three jackup rigs from the Gulf of Mexico, one of which is currently en route and the other two scheduled for mobilization in the near future. Allowing for mobilization and shipyard procedures upon arrival, management expects two of the rigs relocated from the Gulf of Mexico to be available for service in the fourth quarter of 2004 and the third in the second quarter of 2005.
South America/Caribbean
The Company's jackup rig working offshore Trinidad and Tobago, the ENSCO 76, continues operations under a contract scheduled for completion in September 2004. As of July 26, 2004, the Company's six barge rigs located in Venezuela are idle, with two of the barge rigs currently in drydock undergoing regulatory procedures after completing contracts in July 2004. Due to the deterioration in the political and economic environment in Venezuela, the Company believes the timing of a recovery of drilling activity in Venezuela is uncertain and unlikely in the near term. The Company evaluated the carrying values of its barge rigs in December 2003 and determined such carrying values were not impaired. The Company will continue to perform such evaluations and monitor the situation in Venezuela, as circumstances dictate.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires the Company's management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company's significant accounting policies are included in Note 1 to the Consolidated Financial Statements for the year ended December 31, 2003 included in the Company's Annual Report to the Securities and Exchange Commission on Form 10-K. These policies, along with the underlying assumptions and judgments made by the Company's management in their application, have a significant impact on the Company's consolidated financial statements. The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company's financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company's most critical accounting policies are those related to property and equipment, impairment of long-lived assets and income taxes.
Property and Equipment
At June 30, 2004, the carrying value of the Company's property and equipment totaled $2,375.0 million, which represents 74% of total assets. This carrying value reflects the application of the Company's property and equipment accounting policies, which incorporate estimates, assumptions and judgments by management relative to the capitalized costs, useful lives and salvage values of the Company's rigs.
The Company develops and applies property and equipment accounting policies that are designed to appropriately and consistently capitalize those costs incurred to enhance, improve and extend the useful lives of its assets and expense those costs incurred to repair or maintain the existing condition or useful lives of its assets. The development and application of such policies requires judgment and assumptions by management relative to the nature of, and benefits from, expenditures on Company assets. The Company establishes property and equipment accounting policies that are designed to depreciate or amortize its assets over their estimated useful lives. The assumptions and judgments used by management in determining the estimated useful lives of its property and equipment reflect both historical experience and expectations regarding future operations, utilization and performance of its assets. The use of different estimates, assumptions and judgments in the establishment of property and equipment accounting policies, especially those involving the useful lives of the Company's rigs, would likely result in materially different carrying values of assets and results of operations.
Impairment of Assets
The Company evaluates the carrying value of its property and equipment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Generally, extended periods of idle time and/or inability to contract assets at economical rates are an indication that an asset may be impaired. However, the offshore drilling industry is highly cyclical and it is not unusual for assets to be unutilized or underutilized for significant periods of time and subsequently resume full or near full utilization when business cycles change. Likewise, during periods of supply and demand imbalance, assets are frequently contracted at or near cash break-even rates for extended periods of time until demand comes back into balance with supply. Impairment situations may arise with respect to specific individual assets, groups of assets, such as a type of drilling rig, or assets in a certain geographic location. The Company's assets are mobile and may be moved from markets with excess supply, if economically feasible. The Company's jackup rigs and semisubmersible rig are suited for, and accessible to, broad and numerous markets throughout the world. However, there are fewer economically feasible markets available to the Company's barge rigs and platform rigs.
The Company tests its goodwill for impairment on an annual basis, or when events or changes in circumstances indicate that a potential impairment exists. Under a goodwill impairment test, the Company determines its reporting units and estimates their fair values as of the testing date. If the estimated fair value of a reporting unit exceeds its carrying value, its goodwill is considered not impaired. If the estimated fair value of a reporting unit is less than its carrying value, the Company estimates the implied fair value of the reporting unit's goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to such excess. Based on the goodwill test performed as of December 31, 2003, there was no impairment of the Company's goodwill.
Asset impairment evaluations are, by nature, highly subjective. They involve expectations of future cash flows to be generated by the Company's drilling rigs, and are based on management's assumptions and judgments regarding future industry conditions and operations, as well as management's estimates of future expected utilization, contract rates, expense levels and capital requirements of the Company's drilling rigs. The estimates, assumptions and judgments used by management in the application of the Company's asset impairment policies reflect both historical experience and an assessment of current operational, industry, economic and political environments. The use of different estimates, assumptions, judgments and expectations regarding future industry conditions and operations, would likely result in materially different carrying values of assets and results of operations.
Income Taxes
The Company conducts operations and earns income in numerous foreign countries and is subject to the laws of taxing jurisdictions within those countries, as well as U.S. federal and state tax laws. At June 30, 2004, the Company has a $343.5 million net deferred income tax liability and $51.7 million of accrued liabilities for income taxes currently payable.
The carrying values of deferred income tax assets and liabilities reflect the application of the Company's income tax accounting policies in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"), and are based on management's assumptions and estimates regarding future operating results and levels of taxable income, as well as management's judgments regarding the interpretation of the provisions of SFAS 109. The carrying values of liabilities for income taxes currently payable are based on management's interpretation of applicable tax laws, and incorporate management's assumptions and judgments regarding the use of tax planning strategies in various taxing jurisdictions. The use of different estimates, assumptions and judgments in connection with accounting for income taxes, especially those involving the deployment of tax planning strategies, may result in materially different carrying values of income tax assets and liabilities and results of operations.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46R"). FIN 46R requires a company to consolidate a variable interest entity, as defined, when the company will absorb a majority of the variable interest entity's expected losses, receive a majority of the variable interest entity's expected residual returns, or both. FIN 46R also requires certain disclosures relating to consolidated variable interest entities and unconsolidated variable interest entities in which a company has a significant variable interest. The provisions of FIN 46R are required for companies that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. The provisions of FIN 46R are required to be applied for periods ending after March 15, 2004 for all other types of entities. The Company's equity interest in, and related charter arrangement associated with, ENSCO Enterprises Limited II ("EEL II") constitute a variable interest in a variable interest entity under FIN 46R. However, the Company will not absorb a majority of the expected losses or receive a majority of the expected residual returns, as defined by FIN 46R, of EEL II, and accordingly the Company is not required to consolidate EEL II. (See "Liquidity and Capital Resources - Off-Balance Sheet Arrangements" and Note 5 to the Company's Consolidated Financial Statements.)
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information required under Item 3. has been incorporated into Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk.
Item 4. Controls and Procedures
Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures, as defined in Rule 13a-15 under the Securities and Exchange Act of 1934 (the "Exchange Act"), are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
During the fiscal quarter ended June 30, 2004, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Following is a summary of all repurchases by the Company of its common stock during the three month period ended June 30, 2004:
All of the shares repurchased during the three month period ended June 30, 2004 were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants.
Item 4. Submission of Matters to a Vote of Security Holders
On May 11, 2004, the Company held an annual meeting of stockholders to consider a proposal to elect three Class III Directors. A description of the proposal is contained in the Company's proxy statement dated March 19, 2004 relating to the 2004 annual meeting of stockholders.
There were 150,998,314 shares of the Company's common stock entitled to vote at the annual meeting based on the March 15, 2004 record date, of which 135,534,978 shares, or approximately 90%, were present and voting in person or by proxy. With respect to the proposal listed above, the voting was as follows:
Election of Class III Directors
The terms of the following directors continued after the meeting: Gerald W. Haddock, Morton H. Meyerson, Paul E. Rowsey, III, Joel V. Staff and Carl F. Thorne.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed with this Report
Exhibit No.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.