UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
11-K
(Mark
One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2005
or
[
] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
Transition Period from _______ to ________
Commission
file number 33-53542
A.
Full
title of the plan and the address of the plan, if different from that of
the
issuer named below:
Unit
Corporation Employees' Thrift Plan
B.
Name
of issuer of the securities held pursuant to the plan and the address of
its
principal executive office:
Unit
Corporation
7130
South Lewis, Suite 1000
Tulsa,
Oklahoma 74136
Unit
Corporation
Employees'
Thrift Plan
Index
December
31, 2005 and 2004
Page(s)
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
Financial
Statements
|
|
Statements
of Net Assets Available for Benefits as of December 31, 2005
and
2004
|
2
|
Statements
of Changes in Net Assets Available for Benefits for the
|
|
Years
Ended December 31, 2005 and 2004
|
3
|
Notes
to Financial Statements
|
4
|
Supplemental
Schedules
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year) as
of
|
|
December
31, 2005
|
10
|
Schedule
H, Line 4j - Schedule of Reportable Transactions for the
|
|
Year
Ended December 31, 2005
|
11
|
*
Other
schedules required by Section 2520.103-10 of the Department of Labor's
Rules and
Regulations for the Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 ("ERISA”) have been omitted because they are not
applicable.
Report
of Independent Registered Public Accounting Firm
To
the
Participants and Administrator of
Unit
Corporation Employees' Thrift Plan:
In
our
opinion, the accompanying statements of net assets available for benefits
and
the related statements of changes in net assets available for benefits
present
fairly, in all material respects, the net assets available for benefits
of Unit
Corporation Employees' Thrift Plan (the "Plan”) at December 31, 2005 and
2004, and the changes in net assets available for benefits for the years
then
ended in conformity with accounting principles generally accepted in the
United
States of America. These financial statements are the responsibility of
the
Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) at December 31, 2005, and reportable transactions
for the
year ended December 31, 2005, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements
but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income
Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management.
The
supplemental schedules have been subjected to the auditing procedures applied
in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/
PricewaterhouseCoopers LLP
Tulsa,
Oklahoma
June
29,
2006
1
Unit
Corporation
Employees'
Thrift Plan
Statements
of Net Assets Available for Benefits
December
31, 2005 and 2004
2005
|
2004
|
||||||||
Assets
|
|||||||||
Investments,
at fair value
|
|||||||||
Common stock of Unit Corporation
|
$
|
20,383,167
|
$
|
15,901,779
|
|||||
Mutual funds
|
12,289,394
|
20,673,904
|
|||||||
Participant loans
|
13,454
|
4,263
|
|||||||
Total
investments
|
32,686,015
|
36,579,946
|
|||||||
Receivables
|
|||||||||
Employer's contribution
|
2,790,283
|
1,889,626
|
|||||||
Employee's contribution
|
120,605
|
---
|
|||||||
Accrued interest and dividends
|
27,970
|
16,621
|
|||||||
Due from brokers (Note 10)
|
12,138,778
|
---
|
|||||||
Total
receivables
|
15,077,636
|
1,906,247
|
|||||||
Net
assets available for benefits
|
$
|
47,763,651
|
$
|
38,486,193
|
The
accompanying notes are an integral part of these financial
statements.
2
Unit
Corporation
Employees'
Thrift Plan
Statements
of Changes in Net Assets Available for Benefits
Years
Ended December 31, 2005 and 2004
2005
|
2004
|
||||||||
Investment
Income
|
|||||||||
Interest
and dividend income
|
$
|
384,110
|
$
|
202,057
|
|||||
Net
appreciation in fair value
|
|||||||||
of investments
|
7,707,925
|
7,505,779
|
|||||||
Total
investment income
|
8,092,035
|
7,707,836
|
|||||||
Contributions
|
|||||||||
Employer
|
2,779,774
|
1,884,713
|
|||||||
Employee
|
3,680,530
|
2,643,677
|
|||||||
Rollovers
|
135,342
|
99,233
|
|
||||||
Total
contributions
|
6,595,646
|
4,627,623
|
|||||||
Transfers
in (Note 1)
|
1,520,063
|
1,876,153
|
|||||||
Deductions
|
|||||||||
Distributions
|
(6,930,286
|
)
|
(2,303,860
|
)
|
|||||
Net
increase
|
9,277,458
|
11,907,752
|
|||||||
Net
assets available for benefits
|
|||||||||
Beginning
of the year
|
38,486,193
|
26,578,441
|
|||||||
End
of the year
|
$
|
47,763,651
|
$
|
38,486,193
|
The
accompanying notes are an integral part of these financial
statements.
3
Unit
Corporation
Employees'
Thrift Plan
Notes
to Financial Statements
December
31, 2005 and 2004
1. Description
of Plan
The
following description of the Unit Corporation Employees' Thrift Plan (the
"Plan") provides only general information. Participants should refer to
the Plan
for a more complete description of the Plan's provisions.
General
and Eligibility
The
Plan
is a defined contribution plan covering all eligible employees of Unit
Corporation (the "Company”), the Plan sponsor. Bank of Oklahoma, N.A., serves as
trustee for the Plan under a trust agreement dated August 1, 1985. The
Plan is
subject to the provisions of the Employment Retirement Income Security
Act of
1974, as amended ("ERISA”).
The
Plan
allows participation on the first day of any service month immediately
upon the
attainment of age 21 and completion of three months of service.
Contributions
The
Plan
allows participants to contribute up to 100% of their total monthly compensation
(including overtime pay, bonuses and other extraordinary compensation),
subject
to certain limitations. Participants who are age 50 and above may also
elect to
make "catch-up” contributions. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans ("Rollovers”).
The
Company may contribute to the Plan a specified percentage of participant
contributions as determined by the Board of Directors, limited to 117%
of 6% and
100% of 6% of participant compensation for 2005 and 2004, respectively.
The
Company may also contribute an additional amount from its net profits and
accumulated net profits as determined from time to time by the Board of
Directors. The Company contributions for 2005 and 2004 were $2,779,774
and
$1,884,713, respectively.
Transfers
In
Effective
February 25, 2005, the Sauer Drilling 401(k) was merged into the Unit
Corporation Employees’ Thrift Plan, which resulted in $1,490,565 in assets
transferred into the Plan during 2005. Effective June 25, 2004, the Serdrilco,
Inc. 401(k) Savings Plan was merged into the Plan, which resulted in $1,555,248
in assets transferred into the Plan during 2004.
Participants’
Accounts
Each
participant's account is credited with the parti--cipant's contributions,
the
Company's contributions, if any, and Plan earnings. Plan earnings are allocated
based on account balances as of the preceding valuation date, plus the
proportionate allocation of contributions received since the previous valuation
date. The benefit to which a participant is entitled is that which can
be
derived from the participant’s vested account.
4
Unit
Corporation
Employees'
Thrift Plan
Notes
to Financial Statements
December
31, 2005 and 2004
Vesting,
Payment of Benefits and Forfeitures
Participants
are immediately vested in their own contributions plus actual earnings
thereon.
Participants are also fully vested in amounts previously transferred from
the
Unit Drilling and Exploration Company Employee Stock Ownership Plan. Vesting
of
the Company's contributions and related earnings is based on years of employee
service or the attainment of normal retirement age for Company contributions
made before 1999 and are as follows:
Nonforfeitable
|
|||
Vesting
Service
|
Percentage
|
||
Less
than 2 years
|
0%
|
||
2
years but less than 3 years
|
20%
|
||
3
years but less than 4 years
|
40%
|
||
4
years but less than 5 years
|
60%
|
||
5
years but less than 6 years
|
80%
|
||
6
years or more
|
100%
|
In
1999,
the Company began providing matching contributions under the IRS Safe Harbor
rules which require these contributions to be immediately 100%
vested.
Normal
retirement age is 65. Participants may generally elect the form of payment
from
several options, including a lump sum payment, installment payments over
a
specified number of years not to exceed the participant's remaining life
expectancy, or by transferring to another plan which is qualified under
Section
401(c) of the Internal Revenue Code.
The
participant's account balance is retained in the Plan until the participant
requests a payment due to termination, death, disability, or retirement.
At the
Plan administrative committee's discretion and with the terminated participant's
consent, payment of such vested benefits may be made at an earlier date.
Participants forfeit the nonvested portion of their account upon distribution
of
vested benefits. Forfeited nonvested amounts, which were not significant
in 2005
or 2004, reduce the amount of employer matching contributions for the Plan
year
in which participants receive a distribution of their entire vested
account.
Withdrawals
Participants
may withdraw their salary reduction contributions only upon termination,
attainment of age 59-1/2 or normal retirement age, or a limited hardship
ruling
which has been authorized by the Plan administrative committee. The vested
portion of Company contributions may be withdrawn only upon termination
of
employment or attainment of age 59-1/2 if 100% vested.
Participant
Loans
Except
for loans outstanding in plans that are merged with the Plan, the Plan
does not
provide for loans to participants.
5
Unit
Corporation
Employees'
Thrift Plan
Notes
to Financial Statements
December
31, 2005 and 2004
Investment
Options
During
2005 and 2004, the Plan provided for the participant contributions to be
invested at the election of the participant into any combination of the
following options. Except for Unit Corporation common stock, the investment
options are fully participant-directed.
.
|
The
American Performance Cash Management Fund
|
.
|
PIMCO
Total Return Fund
|
.
|
Dodge
& Cox Balanced Fund
|
.
|
PIMCO
Capital Appreciation Fund
|
.
|
Neuberger
& Berman Partners Trust Fund
|
.
|
Neuberger
& Berman Genesis Trust Fund
|
.
|
Fidelity
Advisors Mid Cap Fund
|
.
|
T.
Rowe Price New Horizons Fund
|
.
|
Vanguard
500 Index Fund
|
.
|
Vanguard
Fixed Income Security Fund
|
.
|
American
Growth Fund
|
.
|
American
Washington Mutual Investor Fund
|
.
|
Hotchkis
& Wiley Mid-Cap Value Fund
|
.
|
American
AAdvantage Small-Cap Value Fund
|
.
|
Common
Stock of Unit Corporation
|
The
Unit
Corporation common stock fund includes contributions from the Company and
participants. Participant contributions to Unit Corporation common stock
are
directed solely by the participants. Contributions from the Company are
directed
by the Company. Once the common stock has been allocated to a participant’s
account, the participant may sell the common stock and allocate the proceeds
to
other investment options.
2.
|
Summary
of Significant Accounting
Policies
|
Basis
of Presentation
The
accompanying financial statements of the Plan are presented on the accrual
basis
of accounting.
Investment
Valuation and Income Recognition
Investments
in Unit Corporation Common Stock are stated at current market value as
established by quoted market prices in an active market. Registered open-ended
mutual funds are valued at the net asset value of shares held by the Plan
at
year-end. Participant loans are valued at outstanding principal balances,
plus
accrued interest, which approximates fair value.
The
Plan
presents in the statements of changes in net assets the net appreciation
(depreciation) in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation (depreciation)
on those
investments.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is
recorded on an accrual basis. Dividends are recorded on the ex-dividend
date.
6
Unit
Corporation
Employees'
Thrift Plan
Notes
to Financial Statements
December
31, 2005 and 2004
Administrative
Expenses
The
costs
of administering the Plan are borne by the Company and are not reflected
in the
accompanying financial statements. Such costs totalled approximately $59,300
and
$45,300 for the years ended December 31, 2005 and 2004,
respectively.
Payment
of Benefits
Distributions
are recorded when paid to participants.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the plan
administrator to make significant estimates and assumptions that affect
the
reported amounts of net assets available for benefits and, when applicable,
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in net assets available
for
benefits during the reporting period. Actual results could differ from
those
estimates.
3. Plan
Termination
Although
it has expressed no intention to do so, the Company has the right under
the Plan
to discontinue its contributions at any time and to terminate the Plan
subject
to the provisions of the Employee Retirement Income Security Act of 1974,
as
amended. In the event of Plan termination, participants will become fully
vested
in their accounts.
4.
|
Investments
|
All
investments were held on behalf of the Plan by the trustee under a trust
agreement dated August 1, 1985. Investments held by the Plan representing
5% or
more of the Plan’s net assets are as follows:
Shares
|
Fair
Value
|
||||||||
December
31, 2005
|
|||||||||
Mutual
funds
|
|||||||||
American Performance Cash
|
|||||||||
Management Fund
|
5,273,789
|
$
|
5,273,789
|
||||||
Neuberger & Berman Genesis Trust Fund
|
80,412
|
3,904,011
|
|||||||
Common
Stock of Unit Corporation
|
370,401
|
20,383,167
|
|||||||
December
31, 2004
|
|||||||||
Mutual
funds
|
|||||||||
American Performance Cash
|
|||||||||
Management Fund
|
4,554,000
|
$
|
4,554,000
|
||||||
Dodge & Cox Balanced Fund
|
52,575
|
4,171,798
|
|||||||
Pimco Cap Appreciation Fund
|
134,939
|
2,396,518
|
|||||||
Neuberger & Berman Genesis Trust Fund
|
82,490
|
3,519,839
|
|||||||
Common
Stock of Unit Corporation
|
416,168
|
15,901,779
|
7
Unit
Corporation
Employees'
Thrift Plan
Notes
to Financial Statements
December
31, 2005 and 2004
During
2005 and 2004, the Plan’s investments (including gains or losses on investments
bought and sold as well as held during the year) appreciated (depreciated)
in
value as follows:
2005
|
2004
|
||||||||
Mutual
funds
|
$
|
605,158
|
$
|
1,436,721
|
|||||
Common
Stock
|
7,102,767
|
6,069,058
|
|||||||
Net appreciation in fair value of investments
|
$
|
7,707,925
|
$
|
7,505,779
|
5.
|
Nonparticipant-Directed
Investments
|
Investment
in the Unit Corporation common stock fund includes balances arising from
nonparticipant-directed employer matching contributions, as well as
participant-directed contributions and transfers from other investment
options.
Information about the net assets available for benefits as of December
31, 2005
and 2004 and the changes in such assets for the years then ended is as
follows:
2005
|
2004
|
||||||||
Net
assets
|
|||||||||
Unit
Corporation common stock
|
$
|
20,383,167
|
$
|
15,901,779
|
|||||
Employer's
contribution receivable
|
2,790,283
|
1,889,626
|
|||||||
Employees'
contribution receivable
|
32,084
|
---
|
|||||||
$
|
23,205,534
|
$
|
17,791,405
|
||||||
Changes
in net assets
|
|||||||||
Contributions
|
$
|
3,709,755
|
$
|
2,448,229
|
|||||
Net
appreciation
|
7,102,767
|
6,069,058
|
|||||||
Distributions
|
(3,305,305
|
)
|
(906,708
|
)
|
|||||
Transfers
to other funds at participant's direction
|
(2,093,088
|
)
|
(795,738
|
)
|
|||||
$
|
5,414,129
|
$
|
6,814,841
|
6. Income
Tax Status
A
favorable determination of the qualification of the Plan under Section
401 of
the Internal Revenue Code and the tax exempt status of the Trust under
Section
501 was received from the Internal Revenue Service in August 2001 covering
amendments to the Plan subsequent to its previous determination letter
obtained
in June 1998. There have been amendments since the August 2001 determination
letter. However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements
of
the Internal Revenue Code. Therefore, no provision for income taxes has
been
included in the Plan’s financial statements.
8
Unit
Corporation
Employees'
Thrift Plan
Notes
to Financial Statements
December
31, 2005 and 2004
7.
|
Risks
and Uncertainties
|
The
Plan
provides for various investment options in any combination of stocks, bonds,
fixed income securities, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market, and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes
in the
values of investment securities will occur in the near term and that such
changes could materially affect participants' account balances and the
amounts
reported in the statement of net assets available for benefits and the
statement
of changes in net assets available for benefits.
8.
|
Benefits
Due to Participants
|
At
December 31, 2005 and 2004, there were no benefits payable to participants
who had elected to withdraw from the Plan but had not yet been
paid.
9. Party-In-Interest
Certain
Plan investments are shares of Unit Corporation common stock. These transactions
represent investments in the Company and, therefore, qualify as
party-in-interest. The fair value of this investment totaled $20,383,167
and
$15,901,779 at December 31, 2005 and 2004, respectively. Purchases and
sales of this common stock totaled $5,882,127 and $8,694,195 in 2005,
respectively. Purchases and sales of this common stock totaled $2,199,208
and
$2,834,417, respectively, in 2004.
10. Subsequent
Event - Change in Trustee
At
December 31, 2005, the Plan was in the process of changing trustee from
Bank of
Oklahoma, N.A. to Principal Financial Group. Therefore, certain funds were
liquidated prior to year end and are, therefore, shown as due from brokers
at
December 31, 2005. Subsequent to this date, the Plan reinvested the funds
among
the various investment options available at Principal Financial Group,
based
upon the investment options selected by the participants.
9
Unit
Corporation
Employees'
Thrift Plan
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2005
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Description
of
|
Current
|
||||||||||||
Investment
|
Shares
|
Cost
|
Value
|
||||||||||
American
Performance Cash Management
|
|||||||||||||
Fund
|
Mutual
Fund
|
5,273,789
|
$
|
---
|
$
|
5,273,789
|
|||||||
PIMCO
Total Return Fund
|
Mutual
Fund
|
143,925
|
---
|
1,511,214
|
|||||||||
Dodge
& Cox Balanced Fund
|
Mutual
Fund
|
1,014
|
---
|
82,506
|
|||||||||
Neuberger
& Berman Partners Trust Fund
|
Mutual
Fund
|
70,110
|
---
|
1,517,874
|
|||||||||
Neuberger
& Berman Genesis Trust Fund
|
Mutual
Fund
|
80,412
|
---
|
3,904,011
|
|||||||||
*
|
Unit
Corporation
|
Common
Stock, $0.20 par
|
|||||||||||
value
|
370,401
|
9,648,681
|
20,383,167
|
||||||||||
*
|
Participant
loans
|
Interest
rate of 6% to 9%
|
|||||||||||
maturity
February 18, 2006
|
|||||||||||||
through
February 1, 2009
|
---
|
13,454
|
|||||||||||
$
|
32,686,015
|
*
Represents investments which qualify as party-in-interest.
Column
(d) cost information not required for investment options not involving
company
matching contributions.
10
Unit
Corporation
Employees'
Thrift Plan
Schedule
H, Line 4j - Schedule of Reportable Transactions
Year
Ended December 31, 2005
(a)/(b)
|
(c)
|
(d)
|
(g)
|
(h)
|
(i)
|
|||||||||||||
Identity
of
|
Current
|
|||||||||||||||||
Party
Involved/
|
Value
of Asset
|
Net
|
||||||||||||||||
Number
of
|
Description
of
|
Purchase
|
Selling
|
Cost
of
|
on
Date of
|
Gain
or
|
||||||||||||
Transactions
|
Assets
|
Price
|
Price
|
Asset
|
Transaction
|
(Loss)
|
||||||||||||
Series
|
||||||||||||||||||
455
|
BOSC
Inc./
|
$
|
---
|
$
|
8,694,195
|
$
|
4,247,215
|
$
|
8,694,195
|
$
|
4,446,980
|
|||||||
Unit
Corporation
|
||||||||||||||||||
Common
Stock
|
||||||||||||||||||
490
|
BOSC
Inc./
|
$
|
5,882,127
|
$
|
---
|
$
|
5,882,127
|
$
|
5,882,127
|
$
|
---
|
|||||||
Unit
Corporation
|
||||||||||||||||||
Common
Stock
|
11
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees
(or
other persons who administer the employee benefit plan) have duly caused
this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
UNIT
CORPORATION EMPLOYEES' THRIFT PLAN
Unit
Corporation as Administrator of the Plan
By:
/s/
Mark E. Schell Date:
June 29, 2006
Mark
E.
Schell
Senior
Vice President,
General
Counsel and Secretary
12
EXHIBIT
INDEX
Exhibit
Number
23.1 |
Consent
of Independent Registered Public Accounting
Firm
|
13
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
hereby
consent to the incorporation by reference in the Registration Statement on
Form
S-8 (File No. 33-53542) of Unit Corporation of our report dated June 29,
2006
relating to the financial statements of Unit Corporation Employees’ Thrift Plan,
which appears in this Form 11-K.
/s/
PricewaterhouseCoopers LLP
Tulsa,
Oklahoma
June
29,
2006