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) October 26, 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
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
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 |
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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 October 26, 2010, Nabors Industries Ltd. (the “Company”) issued a press release announcing
its results of operations for the third quarter and nine-month period ending September 30, 2010. 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 (loss) and adjusted income (loss) derived from
operating activities for all periods presented in the release. The components of adjusted net
income (loss) and adjusted income (loss) derived from operating activities are computed by using
amounts that 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; full-cost ceiling-test writedowns from U.S., international and Canadian oil
and gas joint ventures; impairment charges to oil and gas properties from the 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; acquisition-related charges; and other non-operational items; 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 from unconsolidated affiliates. As part of our press release
information, we have provided a reconciliation of adjusted net income and adjusted income (loss)
derived from operating activities to income from continuing operations before income taxes, which
is its nearest comparable GAAP financial measure. In addition, we provided a summary of the
noncash charges recorded during each of the periods presented and their impact in calculating each
of the non-GAAP financial measures.
The Company included its adjusted income (loss) derived from operating activities in the
release because management evaluates the performance of our 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 the adjusted net income number because
management believes the non-GAAP financial measure to be more indicative of the Company’s ongoing
operating results and financial condition.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits