UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 25, 2011
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-32657 | 98-0363970 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| Incorporation or Organization) | Identification No.) |
| Crown House | ||
| 4 Par-la-Ville Road | ||
| Second Floor | ||
| Hamilton, HM08 Bermuda | N/A | |
| (Address of principal executive offices) | (Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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 25, 2011, we issued a press release announcing our results of operations for the third quarter and nine-month period ending September 30, 2011. A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The press release 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 risks and uncertainties, as disclosed from time to time in our filings with the Securities and Exchange Commission. As a result of these factors, our actual results may differ materially from those indicated or implied by such forward-looking statements.
We also presented in the press release “non-GAAP” financial measures under Regulation G. We presented our adjusted income (loss) derived from operating activities for all periods presented in the release and adjusted net income (loss) attributable to Nabors for the three and nine-month periods ending September 30, 2011 and 2010. The components of adjusted income (loss) derived from operating activities and adjusted net income (loss) attributable to Nabors are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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. Adjusted net income (loss) attributable to Nabors is computed by adding the adjustments of goodwill, rig asset retirements and impairments, dry-hole expenses, impairments of an oil and gas financing receivable, acquisition-related expenses, other non-operational items and a Colombia tax allowance, and then subtracting the bargain purchase gain from our oil and gas joint venture, the gain on our acquisition of an equity method investment, and the tax benefit related to these adjustments. As part of the press release information, we have provided a reconciliation of adjusted income (loss) derived from operating activities to income (loss) from continuing operations before income taxes, which is its nearest comparable GAAP financial measure. In addition, we provided a schedule of the non-cash charges and other non-operational items recorded during the three and nine-month periods ending September 30, 2011 and 2010 and their earnings per share impact in calculating each of the non-GAAP financial measures.
We included our 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 we believe this financial measure is an accurate reflection of our ongoing profitability. We included the adjusted net income (loss) attributable to Nabors because we believe the non-GAAP financial measures to be more indicative of our ongoing operating results and financial condition.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
| Exhibit No. | Description | |
| 99.1 | Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NABORS INDUSTRIES LTD. | ||||
| Date: October 26, 2011 | By: | /s/ Mark D. Andrews | ||
| Mark D. Andrews | ||||
| Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release |