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Executives

David Demshur – Chairman, CEO, and President

Dick Bergmark – EVP and CFO

Monty Davis – COO

Analysts

Jim Crandell – Dahlman Rose

James West – Barclays Capital

Doug Becker – Bank of America Merrill Lynch

Rob Mackenzie – FBR

Veny Aleksandrov – Pritchard Capital

John Daniels – Simmons & Company

Stephen Gengaro – Sterne Agee

Victor Marchon – RBC Capital Markets

Blake Hutchinson – Howard Weil

John Lawrence – Tudor Pickering

Core Laboratories N.V. (CLB) Q3 2011 Earnings Conference Call October 20, 2011 9:30 AM ET

Operator

Good morning. My name is Jurie [ph] and I will be your conference operator today.

At this time, I would like to welcome everyone to the Core Lab Q3 2011 earnings conference call.

All lines have been placed on mute to prevent any background noise. (Operator Instructions).

Thank you. At this time, I’d like to turn the call over to Core Laboratories’ Chairman, CEO, and President, Mr. David Demshur. Sir, you may begin your conference.

David Demshur

Thanks Jurie. Good morning in North America, good afternoon in Europe and good evening in Asia Pacific. We would like to welcome all of our shareholders, analysts, and most importantly, our employees to Core Laboratory's third quarter 2011 earnings conference call.

This morning I am joined by Dick Bergmark, Core's Executive Vice President and CFO. Also, again this morning, we are again joined by Core's COO, Monty Davis, who will present the detailed operational review.

The call will be divided into five segments. Dick will start by making remarks regarding forward-looking statements. Then, we'll come back and give a brief investor update and highlight the three financial tenets by which Core's executive management executes the company's growth strategies. We believe that these three financial tenants have produced industry-leading shareholder returns and returns on invested capital.

We will also discuss Core's long held philosophy of returning excess capital back to our shareholders. Dick will then follow with a detailed financial overview and additional comments regarding building shareholder value and Core's fourth quarter and full-year 2011 revenue and earnings guidance, which has been increased from our prior guidance indicating our confidence in trends of North America, international and deepwater activities tied to crude oil developments. Then Monty will go over Core's three operating segments, detailing our progress and discussing the continued successful introduction of new Core Lab technologies and services and then highlighting some of Core's operations and major projects. And then we'll open the phones for Q&A.

So I'll turn it over to Dick for remarks regarding forward-looking statements. Dick?

Dick Bergmark

Thanks, David. Before we start the conference this morning, I'll mention that some of the statements that we make during this call may include projections, estimates and other forward-looking information. This would include any discussion of the company's business outlook. These types of forward-looking statements are subject to a number of risk and uncertainties relating to the oil and gas industry, business conditions, international markets, international political climate and other factors including those discussed in our '34 Act filings that may affect our outcome.

Should one or more of these risk or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respect from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. For a more detailed discussion of some of the foregoing risk and uncertainties, see Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as well as the other reports and registration statements filed by us with the SEC.

Now with that said, I'll pass the discussion back to David.

David Demshur

Okay, thanks, Dick. On the brief investor update, Core’s operations produced another all-time record quarter as the company continued to realize the long-awaited increase in international and deepwater offshore activities in response to higher oil prices and the dwindling global spare oil producing capacity. Core’s Reservoir Description results reflected the positive increases in both international and deepwater activities, a trend that continues into the fourth quarter.

Our third quarter 2011 results were also bolstered by North American activity levels, which drove incremental margins and we see sequential incremental margins for Production Enhancement as we projected during last quarter’s earnings conference call. And finally, Reservoir Management, posted its best third quarter ever, reflecting additional oil company support for its joint industry projects in unconventional oil shale reservoirs in North America and the growing interest in unconventional shale reservoirs internationally.

Our growth strategies and the execution by our operating units continue to serve our clients, our employees and our shareholders well. Core’s continued focus on international crude oil related developments, especially those in deepwater environments, North America unconventional oil resource plays, and the continued internal development of new technologies and services have led to multiple year of sustained growth and increased profitability.

Core has always followed and will continue to follow three key investment tenants that have led to industry-leading returns. These three tenants are: number one, to maximize free cash flow through financial discipline. Core follows a strict discipline for allocating capital for investment and growing our business. Unless a certain return on invested capital standards are met or exceeded, the capital expenditure is disallowed. On average, over the past 30 years, the company has determined that the appropriate capital allocation generally equals the amount of annual depreciation.

Potential acquisition opportunities must also pass the same high standards. This discipline produces free cash flow for the first nine months of 2011 of approximately $129 million, equally $2.68 per diluted share, and essentially equaling net income for the first nine months of 2011. As we’ve often said, net income is a good proxy for Core Lab’s free cash flow. This for sure total will be one of the highest, if not the highest, for all major oil field service companies. In fact, Core converted about one of its every five revenue dollars into free cash during the first nine months of the year. Core will continue to demonstrate strict financial discipline in 2011 and beyond.

The second financial tenant is to maximize our return on invested capital. Core’s Board has initiated an incentive compensation program for Core’s executive and senior management teams based on the company producing a return on invested capital in the top decile for the oil field service industry. Core’s Board believes that the stock price over time is directly related to its return on invested capital. Based on the most recent calculations available from Bloomberg, Core’s return on invested capital of 49% was approximately 39 points higher than the oil field services’ peer group average listed by Bloomberg Financial. It was also approximately 39 points above Core’s weighted average cost of capital. Investors should also note that some oil field service companies continued to post returns below their weighted average cost of capital, a product of consistent over investment in their companies or over investment for foresee growth via acquisitions.

And finally, the third tenant is, to return excess capital to our shareholders. During the third quarter of 2011, Core returned over a $169 million to our shareholders in the forms of quarterly dividends and the repurchase of shares and settlements of warrants representing approximately 1,474,000 shares, a sum which equaled over 3% of the company’s outstanding shares. For the first nine months of 2011, Core has returned over $300 million to our shareholders, equaling approximately $6.25 per share. Since 2002, Core has returned over $1.1 billion or almost $29 per share to our owners. We will continue to follow these three key investment tenants in 2011 and into 2012, which should enable Core to continue to produce industry-leading returns for all of our shareholders.

So now I’ll turn it back over to Dick for his detailed financial review. Dick.

Dick Bergmark

Thanks, David. Core Lab earned $1 per share this quarter ex items. Those items are listed on a scheduling yesterday’s earnings release. The items included the one-time expense of $4.4 million and additional cost to our existing employee stock retention program as a result of our adjusting net cost of our stock award grants to reflect the 20% lower forfeiture rate from what was anticipated. Now that we have had several years of history with this award program that was commenced in late 2006, we can see that this retention tool is much more effective than originally anticipated. Although, this cost adjustment is reflected in our current quarter results, it is not representative of the normal stock award cost which are expensed in every quarter.

For this one-off adjustment, we have removed this on a pro forma basis to give a more clear representation of how the company actually performed. We have adjusted our forfeiture rate going forward on all of our grants to reflect this higher retention rate of our key employees as a result of the success of this program. We also remove the impact of foreign currency as our guidance last quarter specifically stated that it was given without any impact that FX may have on our results. And we incurred one-off financing cost at $1.3 million pretax recorded to interest expense relating to the financings done in the quarter. And finally, we took out favorable outcomes from a lower tax rate this quarter as a result of some one-off FIN 48 tax adjustments. Had we not remove the benefit of reporting a tax rate lower than the 28% rate we gave on our guidance, we’d be reporting EPS today of $1.06 ex the other three items.

Now, looking at our statement of income, revenues were $231.3 million in the third quarter versus $225.8 million in the prior quarter, and $199.2 million in the third quarter of last year. So revenues were up over 16% year-over-year. Compared to the international rig count, that was up only 5% from a year-ago. So our revenue increase is materially higher than international activity levels, if you rig count is used as a close proxy for activity. Of these revenues, services for the quarter were $172.8 million, up about 14% when compared to $151.7 million last year, or an increase of $21.1 million.

Product sales for the quarter were $58.6 million, up 23% when compared to $47.6 in last year's third quarter. If we look at cost of services for the quarter, they were 63%. That’s an improvement compared to 66% last quarter. And cost of sales in the third quarter were 71% of revenues, also an improvement compared to 72% last quarter.

G&A for the quarter $11.2 million, up sequentially from $9.8 million and up from $8.4 million in last year's third quarter from increased employee related expenses. We expect G&A to be in the range of $40 million to $41 million in 2011.

Depreciation and amortization for the quarter $5.7 million, virtually the same as last year. We expect depreciation in 2011 to total approximately $23 million or $24 million. Other income this quarter ex items relating to FX is $1 million, the same as last year’s third quarter.

EBIT for the quarter was impacted by one-time stock comp cost as a result of our higher than expected employee retention rates and FX cost as a result of market volatility that drove the US dollar higher. Excluding those items EBIT was $69.5 million, which was up $9.3 million or 15.4% year-over-year. Our third quarter EBIT excluding those items represents EBIT margins of 30%, equal to our previous record-setting 30% incurred in last year’s third quarter. On a GAAP basis, our EBIT this quarter was $63.6 million.

Interest expense was $3.8 million for the quarter compared to $4 million in last year's third quarter. Ex items relating to the financing done in the quarter, lowers interest expense to $2.5 million. Only $900,000 of this is cash interest that is due on the exchangeable notes and on the credit facility in the quarter, while $1.5 million or $0.03 per share was noncash interest expense being paid to no one, and $1.3 million was cost relating to the financing in the quarter.

For the full-year 2011, GAAP reported interest expense is expected to be $11.7 million, $6 million of that being noncash. This represents approximately $0.125 of noncash expense. Tax expense in the quarter was $14.6 million, reflecting an effective tax rate for the quarter of 24.5% versus the expected rate of 28%, which would have created a tax expense of $16.7 million. Certain favorable 1048 tax adjustments this quarter caused a lower than expected effective tax rate. We expect our Q4 effective tax rate to be approximately 27%.

Net income for the quarter excluding items was $48 million compared to $38.6 million in the last year's third quarter, which represents a 24.5% increase on a year-over-year basis. GAAP net income for the third quarter was up $44.9 million compared to $38.6 million last year.

Earnings per share in the quarter adjusted for the items previously mentioned was $1 compared to $0.99 reported as Bloomberg's Main Street estimate and our prior guidance of $0.98 to $1 per share, which is an increase over $0.90 reported last quarter and $0.79 year-over-year. So adjusted EPS was up 11% sequentially and up almost 27% year-over-year. GAAP EPS for the quarter was $0.93.

If we look at the balance sheet, cash was $17 million compared to the prior year-end balance of a $133.9 million. Cash balances and our free cash flow were used primarily to repurchase our shares, settle our warrants, pay our dividends, fund the early exchange of some of the notes, and pay for small acquisition, add manufacturing capacity in our Canadian operations. Receivables stood at a $157.6 million, up slightly from a $154.7 million at year-end. Our DSOs for the quarter continued to improve. They’re at 61 days from 70 days for all of 2010.

Inventory is up from $34 million at year-end to $52.5 million. Inventory turns although close to where we expected were impacted slightly due to the short-term steel tubular shortage which is now been dealt with effectively, along with the addition of inventory acquired in a small acquisition in Canada, and the addition of warehouse stock points in the US in the last several months. We expect to see turns return to the high 3s over the next few periods.

Other current assets were $27.3 million, up slightly from last year’s $26.7 million. PP&E intangibles, goodwill and other long-term assets increased $21.8 million primarily due to an increase in goodwill of $8.1 million and an increase in PP&E of $4.4 million for the acquisition made in the quarter, and an increase in our net deferred tax assets of $6.6 million.

On the liability side of the balance sheet, our accounts payable were $46.8 million, up from the prior year-end balance of $44.7 million, due to increased business activity and our settling warrants. Other current liabilities of $78.9 million are down from $87.1 million, primarily due to a decrease in income tax payable.

Our exchangeable notes are now down to 84.4 million from a 147.5 million at year-end and continues to be classified as current, as they will hit final maturity in a couple of weeks on October 31st. During the third quarter, we received eight request to exchange 6,990 exchangeable notes which were settled for $7 million in cash and 89,316 shares from our treasury. As these shares were for the most part already included in our diluted share count, they had no impact on diluted EPS when they were issued.

Long-term debt now stands at a $155 million as a result of the issuance on September 30th of our new fixed rate senior unsecured notes. $75 million of that amount matures in 10 years with a fixed interest rate of just about 4% and the other $75 million matures in 12 years with a rate of 4.1%. No principal payments are due until final maturity while interest payments are due semi-annually beginning in March of next year.

Other long-term liabilities ended at $59.1 million, up slightly from the year-end balance. The equity component of senior exchangeable notes stands at a $0.5 million, down from last quarter's $2.2 million due in part to the exchangeable notes who were exchanged during the quarter and as a result of this balance continuing to amortize into the indebtedness balance shown in short-term debt. And ultimately will reach zero when the exchangeable notes are repaid in full on October 31st.

Shareholders' equity ended the quarter at a $138.1 million, down from the prior year-end balance of $292.3 million, and this is primarily due to additions from our earnings offset by share repurchases, the accelerated settlement of our warrants and dividends paid. Using annualized net income for the third quarter, our return on equity was approximately 140%. And, clearly, this is one of the highest returns earned in the industry. As a comparison for full-year 2010, our return was 51%.

Capital expenditures for the quarter were $6.2 million, and we expect our CapEx program in 2011 to be approximately $25 million to $27 million, which continues to be slightly in excess of our depreciation as we continue to invest for growth.

Looking at cash flow, cash from operating activities in the quarter was $48.9 million and after paying for a $6.2 million in CapEx, our free cash flow is $42.7 million. The annualized per share yield on this quarterly free cash flow was 4%. During the quarter, we used our free cash flow and cash balances to pay $11.6 million in quarterly dividends to purchase $4.3 million of our shares, to pay $7 million for the early exchange of some of our exchangeable notes, to settle $3.4 million warrants for a $153.7 million along with 37,959 common shares, and we paid $21 million for the small acquisition in Canada.

Now let's now touch on our targets for the fourth quarter. We expect revenue of approximately $240 million to $246 million with EPS ranging between $1.06 and $1.08. For the full-year 2011, we expect revenues to be up from their prior guidance to approximately $904 million to $910 million, with EPS expected to range between $3.73 and $3.75 per share, up from prior full-year guidance of $3.65 to $3.72, excluding one time items, currency effects, and the favorable tax adjustments in the first and third quarters of this year. This quarterly and full-year 2011 guidance excludes any gains or losses that may originate from the repurchase of outstanding debt and any effect of foreign currency translations.

In addition, this guidance does not consider shares that we may repurchase due to volatility in the commodity markets for crude oil and natural gas. Among other reasons, our clients have not yet established firm budgets for 2012, therefore it’s still early, we cannot provide reliable revenue, operating margins, and EPS guidance for 2012 at this time. Now that being said, we continue to be encouraged by recent activity trends in international and especially deepwater activities and remain confident in activity levels associated with North American unconventional oil and deepwater plays.

And now, with that, I’ll turn the call over to Monty for a more in-depth operational review.

Monty Davis

Thanks, Dick. Our employees once again generated record quarterly revenues and operating earnings, and we commend them for making Core Lab the best oil field service company.

Q3 revenue grew 16% over 2010 Q3 revenues; and operating earnings excluding the specific guidance Dick just mentioned, grew 15%. Operating margins improved 200 basis points over Q2 to our industry-leading 30%. Reservoir Description revenues grew 13% over Q3 2010, exceeding this year’s Q2 growth rate. Operating margins improved a 100 basis points over Q2 to 27%.

Our Abu Dhabi office is working on a number of projects from Iraq. These projects include core processing, routine core analysis, advanced core analysis, reservoir geology, and geo chemistry, as well as reservoir fluid and enhanced oil recovery studies. These studies are for a variety of oil companies in most areas of Iraq.

International projects continue to be strong with offshore East Africa and West Africa, both being very active. We also have large projects from Vietnam and the Eastern Mediterranean in various stages of geological study and lab analysis.

We have begun work on wells from the Gulf of Mexico, which were delayed by the drilling moratorium. We see this as very encouraging to have this market reopen with work planned to pickup for Q4 and 2012.

Production Enhancement revenue grew 23% over Q3 2010 revenue levels and operating earnings grew 25% over the prior years. Operating margins of 34% were up a 100 basis points over Q3 2010.

In the third quarter, we delivered a large order of perforating systems to a customer in Iraq. Our patented Shogun, perforating gun system is the preferred system in Iraq, as this system is designed to perforate or re-perforate wells through tubing. This saves the oil company the cost of pulling the production tubing to remediate the well through recompletion perforate.

Our HTD-Blast system continues to gain market share for completion of the toe of horizontal wells. This system lets the oil and gas company complete the difficult toe section of the well with the coil tubing conveyed HTD-Blast armed perforating systems in the most efficient and economical method.

We have several international SpectraFloods stimulation monitoring projects underway. The project in Ghana involves tracing of a water and gas flood and is proceeding on schedule. Phase I of our SpectraFlood project in Equatorial Guinea is proceeding as expected with the monitoring and the production stimulation stimulated by this flood. Phase II of the project is scheduled to start in Q4. Two new flood monitoring projects were begun in Q3 in fields in Colombia. One is a water flood and one is a water and gas flood. Our patented SpectraFlood monitoring system is critical to understanding flood effectiveness as Colombian fields into this secondary production stage. We are continuing an eight-well project in the Eastern Mediterranean using our patented patch and evaluation to ensure integrity of the gravel pack to protect a well coming on production.

Reservoir Management revenue grew 2% over Q3 2010 and operating earnings decreased 24% with operating margins up 30%. This business has traditionally had results that were up and down depending on the completion of major projects which are a major part of this business. In Q3, we continued to build on our multi-client consortium studies, highlighting our tight oil reservoirs in the Midland Basin, global shale reservoirs, and Eagle Ford Shale studies. We have also started new studies for petroleum systems of the Northeast Equatorial Basin offshore Brazil, Utica Shale, and a regional study of Peru, evaluating any existing and new potential reservoirs.

We will now open the call for questions.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions). Your first question comes from the line of Jim Crandell with Dahlman Rose.

Jim Crandell – Dahlman Rose

Good morning.

David Demshur

Good morning, Jim.

Jim Crandell – Dahlman Rose

David. What impact did you – did the – did you decision to downsize Russia have on the Reservoir Description group and if you could just not in terms of numbers, but just talk to the impact that it sort of had on your revenues here and also on your margins in that business.

David Demshur

Okay. Good question, Jim. With respect to looking at our greater Russian operations, revenues were essentially flat. Margins were up significantly. So the actions of reducing workforce there as we had projected internally with Core and being able to retain almost all the revenue was successful and margins increased significantly there. And I think that was reflected in the general all-over margin picture of the company.

With respect to revenue, Jim, and we’ve been getting a lot of calls last night and in this morning with respect to that. And looking at revenue guidance for the company out of our – after our second quarter earnings release, essentially our third quarter we were about 3% below midpoint in guidance for revenue. And if you take that into account and look at fourth quarter, added another 4%, so collectively for those two quarters 3% and 4% below that midpoint most of that is tied to the loss of revenue generating projects primarily from North American gas shales.

Even though we look at a rig count in the North American natural – drilling for natural gas as staying – it was increasing slightly or staying flattish, the amount of work that we’re doing in those projects now continues to dwindle. So when we look at the overall, the revenue picture of Core, and that’s why I think all three of this in our comments continued to talk about increases in projects tied to international deepwater and tight oil reservoirs of North America, we continued to nice increases there. And as we know, the service intensity tends to be higher, pushing our incremental margins higher.

The reason why we’ve had a little back up in revenue from our from our original guidance setback at the end of Q2, really is taking out the strip of revenue that would have been tied to North American natural gas projects, essentially $7 million or $8 million this quarter, and maybe $9 million or $10 million next quarter. You add those back in, you get right to the middle of our revenue guidance.

Jim Crandell – Dahlman Rose

That’s helpful, Dave. So in the Production Enhancement group, ballpark, how much of that business is now tied to crude oil and like let’s say liquids rich gas? And what is the – where are you in the whole rollout now of HTD-Blast? Can you determine what’s the potential for increased penetration out of that service?

David Demshur

Okay. A couple of good questions there, Jim. When we look at Production Enhancement in its totality, about one-third of that business now is outside of the United States and is actually oily. So you see we are migrating that business to markets. Monty made several comments on a number of the SpectraFlood tests that we’re – projects that we’re doing offshore, West Africa, down in Colombia. So we continue to migrate that way. That being said, the remaining two-thirds of that business here in North America is still tilted towards the natural gas. But collectively because of the increased penetration of HTD-Blast, it is also becoming more oily. So right now, when we look at HTD-Blast, we think that might be a market – have a market potential of $50 million to $60 million. And, right now, it’s probably down in the low teens. So again we will continue to see the growth of that. One of the limiting factors still is the available of coil tubing units.

When we look at the coil tubing unit population, it’s somewhere 500 and 600. And in just discussions with clients and reading some of the research work that you guys have done the demand for coil tubing units could be double that. So we do have some throttle placed on the application of that business, based on the available of coil tubing units. Moreover, when we look at the coil tubing in itself, we know that there are several projects underway from some of the coil tubing manufacturers that are looking at different metallurgical components for the coil tubing itself, because it’s being limited on how far they can push the coil tubing out in a horizontal lateral, somewhere limited to 15,000 feet to 16,000 feet to 17,000 feet. Now if that was able to be overcome, we would indeed see longer laterals and again more use of our HTD-Blast.

Jim Crandell – Dahlman Rose

Okay. Great answer. Thank you, Dave.

David Demshur

Okay, Jim.

Operator

Your next question comes from the line of James West with Barclays Capital.

James West – Barclays Capital

Hi, good morning, guys.

David Demshur

Good morning, Jim.

James West – Barclays Capital

Dave, with North America being somewhat of a question mark for next year, how are you guys thinking about sizing your business? I mean, what’s your kind of best and worst-case scenario and how do you think about reacting if the rig count does fall or if the rig count goes up from here?

David Demshur

Yes, I’m thinking. Just a brief comment on what we are seeing right now. We still expect in activity levels in tight oil related reservoirs not only increasing in Q4 but continuing to do that if we can have WTI 85 or above and probably seeing a falling rig count in natural gas. But in saying that, we already see a diminution of the amount of work that we’re doing tied to, for instance, the number of projects in the Haynesville or the gas – or the gassy part of the Barnett. So – and that being said will be tempered a bit. For more specifics I’ll turn it over to Monty.

Monty Davis

Yes. James we talk to clients all the time. And in this time of year, we’re looking at what their plans are for next year to guide us. There is definitely some people that are looking to spending less money next year. But the majority of our clients that we have spoken to are planning on to increasing their spending next year. And that leads us to believe that our – we’re going to see growth in through next year. Dave mentioned the onshore play; the deepwater has a pent-up demand.

And as the permits rollout and we don’t know how fast that’s going to be, but we’re starting – we’re seeing some, we’re working on deepwater projects now, and that’s a big plus for us next year I think, because there is something that’s been missing up until this point this year. So it’s good. We think that we’ll have continue our overall company. 70% of our work will come from international, 70% will be oily based, so we have a positive outlook for next year. Obviously, if things in the US turn down, we’ll make adjustments as needed as we always have. But that’s not our expectation. Now we’re working on hiring more people, adding to our growth, improving our efficiencies, so that we can continue to maintain industry-leading margins as well as grow with the business. So we’re positive about next year.

James West – Barclays Capital

Okay, good. And then on the international side, I mean obviously it looks like CapEx spending should be up significantly. Do you want to hazard against this or what you’re thinking E&P could be up internationally in 2012?

David Demshur

I think if we can keep Brent somewhere between a $105, $110, James we’ll see low double digit. You guys are working on your survey right now.

James West – Barclays Capital

Yes.

David Demshur

I am sure as we are internally within Core and our clients. But if we saw a low double digit revenue or a CapEx spending internationally, certainly translated into more deepwater, I think that benefits us again to the fact that it will grow faster than that by 200, 300, 400 basis points. And actually we’re trending a little bit better than that this year.

James West – Barclays Capital

Okay, good. Thanks guys.

David Demshur

Okay James.

Operator

Your next question comes from the line of Doug Becker with Bank of America Merrill Lynch.

Doug Becker – Bank of America Merrill Lynch

Thanks. You’ve all highlighted some of the technology that’s getting traction internationally, whether it’s the Spiral Shogun, fracture-diagnostic studies and field flood products, really getting some traction internationally. When you think about Production Enhancement in the context of a flat US rig count, do you think it would still see revenue growth and margin growth in that type of environment?

David Demshur

Yes, Doug. Good question. Because that business is migrating more internationally every quarter, the answer would be yes moreover, because we are seeing continued increased penetration of technologies like the HTD-Blast, of the greater use of SpectraFlood technologies. I think you do see increasing revenue. Margin is a little bit tougher to call, but as long as we can keep those incremental margins higher than the margins that were reported. And if we look at this quarter, they certainly had robust margins reported we can’t probably get some margin expansion. I would think that certainly on the revenue side, I would give that a positive. On the margin side depending on the incremental margins, we probably could have some margin expansion as well.

Doug Becker – Bank of America Merrill Lynch

Makes sense. And in the context of finally, I guess, completing the senior exchangeable notes maturing, what are the thoughts about taking on some debt and doing I guess, I call it, a mini recapitalization of just buying back stock.

Dick Bergmark

Yes. One of the things we’ve done to prepare for the ultimate maturity of those senior notes which are just going to be in a couple of weeks, we did do a private placement for a $150 million that closed and funded on September 30. So on the last day of the quarter, we did put on some new debt, $150 million priced very nice; 10-year tranche of $75 million was priced at 4.01% fixed and the 12-year tranche of $75 million was at 4.11% fixed, and there are no principal due until that final maturity. So we did that right at the end of the quarter. We’re very pleased with our capital structure now. And we’ll use our revolver and our free cash flow to payoff whatever remains on that senior exchangeable notes. And then, over time, we’ll use our free cash as we always have to ensure that we return it to our owners through share buybacks, dividends, and we’ll continue with that discipline.

Doug Becker – Bank of America Merrill Lynch

Okay. And then just a housekeeping item. The share count that you’re assuming for fourth quarter EPS guidance?

Dick Bergmark

We are – what we’ll say is, at the end of the quarter, the diluted share count was 48.09 million shares. And so our guidance is based on that number assuming though share buybacks.

Doug Becker – Bank of America Merrill Lynch

Understood. Thank you very much.

David Demshur

Okay Doug.

Operator

Your next question comes from the line of Rob Mackenzie with FBR.

Rob Mackenzie – FBR

Good morning, guys.

David Demshur

Good morning, Rob.

Dick Bergmark

Hi Rob.

Rob Mackenzie – FBR

Question for you, David. Coming back to your reconciliation as to why the – you ratchet it down the revenue guidance. I understand that North American shale gas projects economics are where they are, but help me understand why that wasn’t made up or more than made up by incremental new perhaps liquids – tight liquids work.

David Demshur

Well, it just depends on, when we look at the total number of rigs running, let’s say 2000, and you’re doing as many jobs as you can right now in the oil shales, when you pullout the jobs being – not being done now in the gas shales, it’s quite easy to see where you would strip out. This quarter we estimate somewhere about $6 million or $7 million of projects that were done in the gas shales last quarter that were not done this quarter, or our revenue would have been essentially $237 million, $238 million right in the middle of our guidance, and then just duplicating that for the next quarter.

Rob Mackenzie – FBR

Did most of that come out of Reservoir Management?

David Demshur

I would say that there was some in reservoir – I would say one-third Reservoir Management, two-thirds Production Enhancement.

Rob Mackenzie – FBR

Got it, okay. And then I want to come back to the question Monty talked about with doing some early work on the deepwater Gulf of Mexico. To the best of your ability, Monty, can you tell us kind of – give us your feel for where we stand in terms of getting back to some semblance of normalcy. What kind of timeline does the amount of work and the type of work suggest to you?

Monty Davis

Well, we’re seeing the start of work. It will ramp up. There will be some activity in Q4 for us. And we see 2012, we’re pretty positive. I think you’re going to have a new normalcy. I don’t think we’re going to be back to the level in the near term that we were at before the Macondo disaster. Things have slowed down with permits, they’re going to stay slower I think. But we’re seeing activity for the first time and we have customers that have a lot of plans. So how fast that can happen is really hard at this stage to say. Since we had none through the – well for a year now, this is really positive for us. We are very happy to see the work start flowing again. And as you may now, we’re very strong in deepwater plays all around the globe, and so it’s a very positive element for us.

Rob Mackenzie – FBR

Great. And then to building on that a little bit, can you give us the feel for roughly what percentage of your revenue deepwater Gulf might have been in ’06, ’07, ’08?

David Demshur

Yes, about 3% of our revenue, Rob.

Rob Mackenzie – FBR

And would that be mostly Reservoir Description?

David Demshur

Yes. Two-thirds Reservoir Description, one-third Production Enhancement.

Rob Mackenzie – FBR

Got it. And then one of the things I did – maybe perhaps I missed it, but you guys haven’t commented as vocally on some of the pre-salt and opportunities offshore West Africa. Any update there on how you see that play playing out if you will?

David Demshur

Well, I think it’s – we’re in interesting times there, Rob. We are going to have some wells that are finally going to test the pre-salt sequence, going down starting late – little later this year. I think first quarter of next year we should be getting some of those early results. And if the geology is paralleled for what we have offshore Brazil, we should see similar results. We do know from a scientific basis that there is pre-salt oil offshore West Africa that has produced from post-salt reservoirs. So at least we know that we’ve had an active source there.

And when you look at that oil geochemically, it parallels what we see pre-salt offshore Brazil. So I would suggest that those petroleum provinces are indeed parallel, now whether you have the traffic mechanism, the amount of oil being generated from those source rocks, one could only tell by putting a drill bit down through there. So I think first quarter next year, we could have some exciting results from there. And, of course, we’re rooting hard for that, because certainly the more costly and difficult of reservoirs develop, the better it is for Core Laboratories.

Rob Mackenzie – FBR

Great. Thanks very much, David.

David Demshur

Okay Rob.

Operator

Your next question comes from the line of Veny Aleksandrov with Pritchard Capital.

Veny Aleksandrov – Pritchard Capital

Good morning, guys.

David Demshur

Good morning, Veny.

Veny Aleksandrov – Pritchard Capital

My first question is on the Reservoir Management. You talked about seasonality and level of completion. Going into Q4, are there any new surveys coming and what is the current status of the existing surveys, what can we expect for Q4?

Monty Davis

Sure Veny. I mentioned a couple of new ones that just kicked off in the third quarter. We have our new studies in Brazil, Utica Shale and Peru that are just getting started. Ones that will be more important are the ones we kicked off earlier in the year, the tight oil reservoirs of Midland Basin, our global shale reservoirs continues to gain steams. So those projects continue on at a very nice pace. We’re very happy with what’s going on in that arena. There is nothing spectacular for Q4 that I can think of right off the top of my head, but it’s a nice steady progression with these projects. And others may join. Q4 is a time when oil companies might have a tendency to make their final decisions on these type of things and move forward rapidly. So we can hope that that will happen again this year.

Veny Aleksandrov – Pritchard Capital

Thank you. And my second question is the small acquisition in Canada that you mentioned, can you tell us more about it, how much manufacturing capacity it’s having, are you going to be looking for any more of these possibly down the road, or you just [inaudible]?

Monty Davis

Sure. What we’re doing there is trying to diversify geographically our manufacturing base. This is a pretty small acquisition. But they do have the only license in Canada currently to produce perforating charges. What we’re doing is retooling that small plant to produce to charges that match the ones that we’re making in our big plant in Godley, Texas, and that give us another source. It’s one, close – obviously close in that market and will allow us to supply that market with oven [ph] quality perforating charges from their locally in Alberta. That’s the strategy behind that acquisition. It’s a small acquisition. It’s not going to be a big jump in revenue or anything to come with it, but it strategically places us very well and gives us a capacity that quite frankly we need.

David Demshur

Yes. And just from a corporate tax standpoint, the Canadian rates now are significantly lower than US rates. So from a tax standpoint, it’s a good place to locate a business.

Veny Aleksandrov – Pritchard Capital

Thank you so much.

David Demshur

Okay Veny.

Operator

Your next question comes from the line of John Daniels with Simmons & Company.

John Daniels – Simmons & Company

Hi guys.

David Demshur

Good morning, John.

John Daniels – Simmons & Company

Just a follow-up on Veny’s question real quick on the acquisition, so it’s safe to say you’ve bought a competitor up there. Were you previously selling your charges into Canada from the States?

Monty Davis

Yes we were. What we have previously been doing, we’ve been manufacturing the guns that the heavy metal tubulars in Canada, and all the gun system for quite sometime. Our only perforating charge plant was located in Godley, Texas; it’s a pretty large plant on one site, and this gives us the opportunity to manufacture those charges in Canada rather than taking charges from the US and shipping them to Canada, to matchup with our gun systems up there. So it’s a much more efficient delivery system.

John Daniels – Simmons & Company

Fair enough. Are there any plans at this point to increase capacity at Godley?

Monty Davis

We have steadily been increasing capacity at Godley and we’ll see how that’s going to go. We are adding a plant this year, which will be – it’s a Brownfield deal, it’s not an acquisition.

David Demshur

Greenfield.

Monty Davis

Greenfield. Sorry Greenfield. And so we’re coming in Argentina with a new plant, but that will come on line sometime towards the end of 2012 I hope.

David Demshur

Yes. John, if you remembered on our last conference call, we talked a great deal about the Vaca Muerta, down in the Neuquen Basin in Argentina, and we thought that that had significant potential to parallel something like the Eagle Ford results that we’re seeing from the oily section of that. And so to take advantage of that, we started a number of quarters ago of licensing and permitting a Greenfield operation there for the purposes of putting together charges, specifically charges aimed at being the completion – best completion practices in the Vaca Muerta.

John Daniels – Simmons & Company

Sounds good. Can you say the Argentina plant, what the size will be vis-à-vis Godley?

Monty Davis

It will be much smaller than Godley. It’s not going to be anywhere near the size of our Godley plant, but it will allow us to be much more cost effective in that marketplace. Importation from US to Argentina, we have been selling product, but it’s very difficult and it’s hard to build any volume due to the cost and the import restrictions. This gives us a base there to service Argentina and the surrounding countries actually where they have trade agreements that we can go in and prove our penetration in that market area by a lot we think. It’s not anywhere near the size of our Godley plant.

John Daniels – Simmons & Company

Fair enough. I wanted to go back and follow-up on one of James’ questions earlier in the Q&A and then on a statement you guys made. You talked about some clients likely to spend more, others looking to spend less, and then I think you went on to say international is expected to increase from low double digit. Therefore, it’s safe to assume the declines that there would be traditional NAM-focused [ph] clients, are they the ones telling you they’re going to spend less and how pervasive is that commentary?

Monty Davis

I can tell you –

David Demshur

On international, I just want to clarify that that was based on a Brent crude price of somewhere around a $105, a $110 is what I’ve said.

John Daniels – Simmons & Company

Fair enough. I hear you.

David Demshur

I just want to make sure.

Monty Davis

Okay. Yes, we don’t want to –

David Demshur

I’ll turn over to Monty for –

Monty Davis

Actually, our North American client base has different plans amongst themselves. It’s a – I’m not going to give out any names or any numbers. But we have clients, some are telling us they’re going to spend less, some are telling they’ll be the same. And we actually see most of our North American clients with plans to increase their spending. That’s what we’re seeing. And that’s from talking to executives in those companies.

David Demshur

Now, John included in that – in North America, you got to remember the – the three big plays that we look at are Canadian oil sands, tight oil reservoirs and deepwater Gulf of Mexico.

John Daniels – Simmons & Company

Right.

David Demshur

So it might be a little misleading if we’re just talking about very dry gas clients of Core Lab. We know that they will be spending less. So that could be skewed a little bit by the clients that we focus on. For instance, I would say across the board if you’re involved in the deepwater Gulf of Mexico anywhere from Chevron to BP, a blanket [ph] statement, yes indeed they are going to increase expenditures related to those plays. So there is a little bit of caution I want to thrown in there and making a direct relationship of Core Lab says their clients are going to spend more. Our focus in North America is probably a lot more oily than most other oil field service companies.

John Daniels – Simmons & Company

Fair enough. But you guys have previously speculated on the onshore rig counts and I was just trying to hopefully take you down that path to see what you would speculate for a rig count next year just based off the initial commentary you’re getting from clients because we’re probably not going to hear official budgets from these guys, you might get some this quarter, but probably not.

David Demshur

Correct. To add a little bit more color to that, it’s 85 WTI, the projects that are being worked on tight oil, worked very nicely. So, okay, if you hold it at 85 WTI, essentially you’re going to see a flat to maybe up on a natural gas side we can’t help to think that the natural gas count, rig count will go down. If it does not surprisingly which it hasn’t, the number of projects that we’ll do from those rigs that are drilling will continue to dwindle.

Monty Davis

And in the natural gas plays, that too is highly variable. Some plays are going to see decreases and some are going to continue to and have increased. So it depends on where these companies are positioned in these plays and some plays are currently at the current economics working out better than others.

John Daniels – Simmons & Company

All right. Last from me; tell us how many people are in your Utica Shale study?

Monty Davis

In the Utica Shale study, okay that’s a good question. And let me see if I have that. It’s a new study and believe we have – hold on, I don’t if it’s here around. Yes, I’ll come back to that in two seconds.

John Daniels – Simmons & Company

All right, that’s it from me. Thanks guys.

David Demshur

Okay John.

Operator

Your next question comes from the line of Stephen Gengaro with Sterne Agee.

Stephen Gengaro – Sterne Agee

Thanks. Good morning, gentlemen.

David Demshur

Good morning, Stephen.

Stephen Gengaro – Sterne Agee

Just one follow-up from me. The Production Enhancement margins; can you talk a little bit – was it just volumes that pushed them higher? And can you talk a little bit about the strength there and how we should think about volume versus price going forward as the margin driver?

David Demshur

Yes. Stephen as always, let’s think about this from a volume side. Any pricing regulation would have been produced by the introduction of new technology and we’ve talked about the success of HTD-Blast, so yes that is pushing incremental margins. But let’s always think about that as more on the volume side as opposed to price push side.

Stephen Gengaro – Sterne Agee

And as we go forward, where do you think you sort of – your incrementals are obviously very, very good, but where do you think you sort of can get those margins? And if we were at a pretty solid run rate for growth, where do you think you can get that into 2012?

David Demshur

That, let’s say mid-30s, mid to maybe little higher 30s for that if we have a robust market. Being led by – and I think your bell curve will be what those incremental has continued to be.

Stephen Gengaro – Sterne Agee

Okay. No, thank you. That’s helpful.

Monty Davis

If we can go back to that Utica Shale question, we’ve had nine companies enter that in the third quarter.

David Demshur

Yes. That was for John Daniels.

Monty Davis

Yes.

David Demshur

Jurie, we have additional questions?

Operator

Yes. Your next question comes from the line of Victor Marchon with RBC Capital Markets.

Victor Marchon – RBC Capital Markets

Thank you. Good morning, guys.

David Demshur

Good morning, Victor.

Victor Marchon – RBC Capital Markets

Just have a couple of quick ones. And the first one is just a follow-up on the Gulf of Mexico and understanding that pre-Macondo levels in the near term is – would be a difficult assumption to make. But just want to see if you can maybe quantify what you guys are at from an activity standpoint relative to pre-Macondo. I know you guys had mentioned you’re just at the start, but are you guys at a 10% of pre- Macondo, is it something higher than that?

David Demshur

Yes. I would say we did two projects. We talked at the end of the second quarter that we would do two projects in the third quarter. I think we did a little bit better than that. We have a number of projects lined up in the fourth quarter. I would say we’re probably in the 10% to 15% level pre-Macondo, somewhere around that level. And Victor, by the end of 2012, we maybe approaching the Macondo levels again, but this probably a first or second quarter 2013 event.

Victor Marchon – RBC Capital Markets

Great, all right, understood. And then just the last one is just on the Production Enhancement and looking at the revenue split as we progress over 2012, 2013, and seeing what you guys are doing on international side. You guys are still at 65/35 split approximately on that business, North America, international. And, well if that’s the case, how do you see that transitioning as you continue to push product outside of North America?

David Demshur

In the year’s time we could have that as a 60/40. There are many more projects being targeted. The critical factor with Production Enhancement; if you think about those services, they’re used in the reservoirs that don’t have sterling quality. And when we look at the reservoir rock outside of some of the deepwater reservoirs that we’re now dealing with, reservoir quality onshore internationally continues to be less sterling in that first class now into the second tier of reservoir quality. When that happens, the well Production Enhancement services are needed, because you need specialized completion tools techniques, specialized stimulation techniques, so that follows along for our perforating gun technology right along with our fracture and flood diagnostics technology. So as those – that reservoir quality continues to become fore [ph] that’s an additional revenue opportunity for Core Lab.

Victor Marchon – RBC Capital Markets

Great. I appreciate that. Thank you, guys.

David Demshur

Okay. Very good, Vic.

Operator

Your next question comes from the line of Blake Hutchinson with Howard Weil.

Blake Hutchinson – Howard Weil

Good morning, guys.

David Demshur

Good morning, Blake.

Blake Hutchinson – Howard Weil

Just understanding that ’12 is extremely foggy at present, you’ve characterized the Reservoir Description business is benefiting from growth areas really since the second quarter IOC spending growth, haven’t heard a lot about the typical second half spending down from the NOC clientele. This just to me that perhaps that this transition from second half ’11 to first half ’12 doesn’t necessarily – won’t necessarily be prone to the typical seasonality. Would you caution against thinking that way with regard to our thoughts for first half of ’12 in Reservoir Description?

David Demshur

I think if you keep crude oil – Brent crude between a $105 to a $110, we would probably see less seasonality than we would, because you’re going to have the markets continued to be driven by North Sea and parts of the greater Russia market. So I think that all depends Blake on the what the crude oil prices for Brent are going to be. They maintain at this level? Yes, I think would see less.

Blake Hutchinson – Howard Weil

Less seasonality, but you probably would caution against more of a seamless transition into the first half next year.

David Demshur

That’s correct.

Blake Hutchinson – Howard Weil

Okay, great. That’s excellent. And then I’ll limit it to one more question. You mentioned in your prepared – your press release that the acceleration of kind of frac-diagnostic growth here. Should we take that as sliding sleeve technology growths, there is a higher level of having frac diagnostics as a must for accountability of the sliding sleeve effectiveness or is it more pitting sliding sleeve, your first plug and perf that you’re benefiting from here? And I’m just interested around that commentary.

David Demshur

Excellent question. When we look at and we do an analysis of revenue and more importantly profit opportunities from plug and perf versus sliding sleeve, with respect to sliding sleeve we are seeing more use of our fracture diagnostic. Our fracture diagnostics on a parallel job of 10,000 foot lateral, 30-stage frac will generate over twice the EBIT dollars delivered for that project if it was plug and perf. So when we look at the sliding sleeve, because of the rigor in which each sliding sleeve completion of stimulation has to be looked at, this has turned out to be a net margin positive for Core Lab and we would have not thought that four quarters ago.

Blake Hutchinson – Howard Weil

Okay, great. That’s great color. I appreciate knowledge you guys gave here.

David Demshur

Thank you.

Operator

Your next question comes from the line of John Lawrence with Tudor Pickering.

David Demshur

Okay. Very good. John, good morning.

John Lawrence – Tudor Pickering

Hi guys, good morning. Just a quick question on the Utica and just a follow-up there. Obviously you guys talked about it in the press release and Chesapeake had some positive results. Do you think this could be a 100-rig market over the next few years?

David Demshur

I think that is a potential. John, I think we need to drill a lot more wells. I think you’ll see a demarcation of that at the borderline really of Pennsylvania with that rig count growing to the West, because you’ve already seen right inside of the Pennsylvanian border in Beaver County, Pennsylvania, that they drilled what was a solid dry gas well I think of about 6 Mcf a day well, all dry gas. So I think for that rig market to grow, it’s going to grow lest of their where you get to Utica at shallower depths, less narrow maturity [ph] and more oily. But indeed that can be a 100-rig market over the next several years.

John Lawrence – Tudor Pickering

Okay, great. And then just last one from me, I know you talked about eliminating jobs in Russia, but then you also talked about adding people elsewhere. Can you just tell me where you’re short of labor and where you need to add capacity?

Monty Davis

We have been adding capacity in the perforating manufacturing area. We are adding highly skilled technical people into most of our geology disciplines. So that’s around the globe. We’ve added – we’re adding people here in Houston, we’re adding people in the Middle East, we’re adding people in the Asia Pacific. But these are highly skilled professionals. They’re not – not just everyday jobs.

David Demshur

And John, that’s why we’ve gone the great lengths on this employee retention program.

John Lawrence – Tudor Pickering

Right.

David Demshur

We couldn’t be more pleased on the positive impact that it is having. I know it’s caused some concern this quarter. But from our standpoint it has worked brilliantly and will continue to strengthen the company as we go forward.

John Lawrence – Tudor Pickering

Okay, great. Thanks for the color guys.

David Demshur

Okay Jurie, I think we’re going to – we’re over our time limit, so I’d like to say in summary, Core Labs’ operations posted another solid quarter. We have never been better operationally or technically positioned to help our clients to expand their existing production base. We remain uniquely focused and are the most technologically advanced reservoir optimization company in the oil field services sector. This positions Core well for the challenges that await in the remainder of 2011 and into 2012.

For the fourth quarter and into 2012, we continue to be encouraged by recent activity trends in international and especially deepwater activities, and remain confident in activity levels associated with the North American unconventional oil and deepwater plays. The company remains committed to industry-leading levels of free cash generation and returns on invested capital with excess capital being returned to our shareholders. So in closing, we’d like to thank all of our shareholders and the analyst that follow Core, and there – already as Monty Davis has stated, the executive management and Board of Core Laboratories gives a special thanks to our worldwide 5,000 plus employees that have made these outstanding third quarter 2011 and past results possible. We are proud to be associated with their continuing achievements. So thanks for spending your morning with us and we look forward to our next update at the end of Q4. So good-bye for now.

Operator

This concludes today’s conference call. You may now disconnect.

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