UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 16, 2010
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-32657
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98-0363970 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation or Organization)
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Identification No.) |
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| Mintflower Place |
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| 8 Par-La-Ville Road |
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| Hamilton, HM08 |
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| Bermuda
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N/A |
| (Address of principal executive offices)
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(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On February 16, 2010, Nabors Industries Ltd. (the “Company”) issued a press release announcing
our results of operations for the fourth quarter and full year 2009. A copy of that release is
furnished herewith as Exhibit 99.1 in accordance with General Instruction B.2 to
Form 8-K.
The press release furnished as an exhibit to this report includes forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such
forward-looking statements are subject to certain risks and uncertainties, as disclosed by the
Company from time to time in its filings with the Securities and Exchange Commission. As a result
of these factors, the Company’s actual results may differ materially from those indicated or
implied by such forward-looking statements.
The Company also presented in the press release “non-GAAP” financial measures under Regulation
G. The Company presented its adjusted net income and adjusted income (loss) derived from operating
activities for all periods presented in the release. The components of adjusted net income and
adjusted income (loss) derived from operating activities are computed by using amounts which are
determined in accordance with accounting principles generally accepted in the United States of
America (“GAAP”). Adjusted net income is computed by adding the adjustments of goodwill and
intangible asset impairment charges, all related to the Company’s Canadian business units; full
cost ceiling test writedowns from its U.S., international and Canadian oil and gas joint ventures;
and impairment charges to oil and gas properties from its wholly owned Ramshorn business unit;
impairment charges to long-lived assets across multiple business units; other than temporary
impairments to available-for-sale securities; a noncash stock compensation charge, and then
subtracting the tax benefit related to these adjustments. Adjusted income (loss) derived from
operating activities is computed by subtracting direct costs, general and administrative expenses,
depreciation and amortization, and depletion expense from Operating revenues and then adding
Earnings (losses) from unconsolidated affiliates. As part of the Company’s press release
information, it provided a reconciliation of adjusted net income and adjusted income (loss) derived
from operating activities to income before income taxes, which is its nearest comparable GAAP
financial measure.
The Company included its adjusted income (loss) derived from operating activities in the
release because management evaluates the performance of its business units and the consolidated
company based on several criteria, including adjusted income (loss) derived from operating
activities, and because it believes this financial measure is an accurate reflection of the ongoing
profitability of the Company. The Company included adjusted net income because management believes
the non-GAAP financial measure to be more indicative of the Company’s on-going operating results
and financial condition.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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99.1
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Press Release issued by Nabors Industries Ltd. on February 16, 2010. |