UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2003
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
Bermuda 000-49887 980363970
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2nd Fl. International Trading Centre
Warrens
PO Box 905E
St. Michael, Barbados N/A
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (246) 421-9471
N/A
(Former name or former address, if changed since last report)
EXPLANATORY NOTE
Nabors Industries Ltd. (the "Company") is furnishing this Current
Report on Form 8-K/A to include certain supplemental historical financial
information in segment reporting format previously furnished in the Current
Report on Form 8-K dated July 29, 2003 (the "Original 8-K").
The Company presented its adjusted cash flow derived from operating
activities and adjusted income derived from operating activities for all
quarterly and annual periods presented in the Original 8-K. The components of
adjusted cash flow derived from operating activities and adjusted income derived
from operating activities are computed using amounts determined in accordance
with accounting principles generally accepted in the United States of America
("GAAP"). Adjusted cash flow derived from operating activities is computed by:
subtracting direct costs and general and administrative expenses from Operating
revenues and then adding Earnings from unconsolidated affiliates. Adjusted
income derived from operating activities is computed by: subtracting direct
costs, general and administrative expenses, and depreciation and amortization
expense from Operating revenues and then adding Earnings from unconsolidated
affiliates.
As part of this Current Report on Form 8-K/A, we have provided a
reconciliation, for all quarterly and annual periods presented in the Original
8-K, of adjusted cash flow derived from operating activities and adjusted income
derived from operating activities, which are "non-GAAP" financial measures under
Regulation G, to net cash provided by operating activities from our consolidated
statements of cash flows and consolidated income before income taxes,
respectively, which are the most comparable GAAP financial measures. This
Current Report on Form 8-K/A amends, restates and supercedes the Original 8-K in
its entirety.
The Company included its adjusted cash flow derived from operating
activities and adjusted income derived from operating activities in the Original
8-K because management evaluates the performance of its business units and the
consolidated Company based on several criteria, including adjusted cash flow
derived from operating activities and adjusted income derived from operating
activities, and because it believes these financial measures are an accurate
reflection of the ongoing profitability of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Supplemental historical financial information of
Nabors Industries Ltd. in segment reporting format
to be posted on the website of Nabors Industries
Ltd. on August 11, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On August 11, 2003, the Company will post certain supplemental
historical financial information in segment reporting format on its website at
"http://www.nabors.com" under the heading "Investor Information." A copy of such
supplemental historical financial information in segment reporting format is
attached to this Current Report on Form 8-K/A as Exhibit No. 99.1.
The information contained in or referred to in this report, including
the attached supplemental historical financial information in segment reporting
format to be provided on the
Company's website, is furnished or referred to by the Company pursuant to
Regulation FD promulgated by the Securities and Exchange Commission (the "SEC")
and pursuant to Item 9 of Current Report on Form 8-K/A, and shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that Section, unless the Company
specifically incorporates it by reference in a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934. By furnishing
this Current Report on Form 8-K/A, the Company makes no admission as to the
materiality of any information in this report that is required to be disclosed
solely by reason of Regulation FD or that the information includes material
investor information which was not previously publicly available.
The information in this Current Report on Form 8-K/A, including the
exhibit, 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 Nabors from time to time in its filings with the SEC. As a result
of these factors, Nabors' actual results may differ materially from those
indicated or implied by such forward-looking statements.
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: August 11, 2003 By: /s/ Bruce P. Koch
------------------------------------------
Bruce P. Koch
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Supplemental historical financial information of Nabors
Industries Ltd. in segment reporting format to be posted on
the website of Nabors Industries Ltd. on August 11, 2003.