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) JANUARY 31, 2005
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 000-49887 980363970
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
2ND FL. INTERNATIONAL TRADING CENTRE
WARRENS
PO BOX 905E
ST. MICHAEL, BARBADOS N/A
(Address of principal executive offices) (Zip Code)
(246) 421-9471
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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 January 31, 2005, the Company issued a press release announcing its
results of operations for the three and twelve month periods ending December 31,
2004. A copy of that release is furnished herewith as Exhibit 99.1 in accordance
with General Instruction B.6 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 its adjusted income (loss)
derived from operating activities for all periods presented in the release,
which is a "non-GAAP" financial measure under Regulation G. The components of
adjusted (loss) income 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 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 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 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 our Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release issued by Nabors Industries Ltd. on
January 31, 2005.
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: February 1, 2005 By: /s/ Daniel McLachlin
-------------------------------
Daniel McLachlin
Vice President-Administration &
Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release issued by Nabors Industries Ltd. on
January 31, 2005.