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NBR > SEC Filings for NBR > Form 8-K on 29-May-2009All Recent SEC Filings

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Form 8-K for NABORS INDUSTRIES LTD


29-May-2009

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events
This Current Report on Form 8-K is being filed by Nabors Industries Ltd. (the "Company") to adjust retrospectively portions of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 2, 2009, as subsequently amended by Amendment No. 1 on Form 10-K/A, filed on March 31, 2009 (the "2008 Form 10-K"), to reflect our adoption, effective January 1, 2009, of FASB Staff Position APB No. 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)," and FSP Emerging Issues Task Force ("EITF") No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transaction Are Participating Securities."
APB No. 14-1 specifies that issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate. As a result, our convertible debt instruments have been accounted for with a liability component discounted to the fair value of a similar nonconvertible debt instrument and an equity component based on the excess of the initial proceeds from the convertible debt instrument over the liability component. Such excess, representing proceeds of the conversion option, has been recorded as capital in excess of par value. The discount is being amortized as additional non-cash interest expense over the convertible debt instrument's expected life.
EITF 03-6-1 provides that securities granted in share-based transactions are considered "participating securities" prior to vesting if they have a nonforfeitable right to participate in any dividends, and such securities therefore should be included in computing basic and diluted earnings per share. Outstanding restricted stock awards to our employees and directors are considered participating securities under this definition.
The following Items of the 2008 Form 10-K are being adjusted retrospectively to reflect the adoption of the accounting pronouncements described above (which Items as adjusted are attached as Exhibits hereto and hereby incorporated by reference herein):
Part I, Item 1A. Risk Factors;
Part II, Item 6. Selected Financial Data;
Part II, Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations;
Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk;
Part II, Item 8. Financial Statements and Supplementary Data; and
Part IV, Item 15. The following Exhibit:
Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges This Current Report on Form 8-K is being filed solely for the purpose described above. As such, it affects only the Items specified above, and updates those Items only to the extent of the adoption of the accounting pronouncements described above. No attempt has been made in this filing to reflect subsequent information or events, or to modify or update disclosures in the 2008 Form 10-K, except as described above. More current information is contained in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 and in other filings with the Securities and Exchange Commission. Accordingly, this Current Report on Form 8-K should be read in conjunction with the 2008 Form 10-K, such Quarterly Report on Form 10-Q and our other filings.
The following sets forth the direct impact of our adoption of the accounting pronouncements described above to our historical consolidated financial statements for the periods specified below.
The effect on our consolidated balance sheets is as follows:

                                                                                December 31,
                                                               2008                                      2007
                                                     As                   As                   As                   As
(In thousands)                                    reported             adjusted             reported             adjusted
Property, plant and equipment, net              $ 7,282,042          $ 7,331,959          $ 6,632,612          $ 6,669,013
Current portion of long-term debt                   225,030              225,030              700,000              691,306
Long-term debt                                    3,887,711            3,600,533            3,306,433            2,894,659
Deferred income tax liability (1)                   497,415              622,523              541,982              711,393
Capital in excess of par value                    1,705,907            2,129,415            1,710,036            2,133,579
Retained earnings                                 3,910,253            3,698,732            3,359,080            3,222,995


Table of Contents

(1) The increase to deferred income tax liabilities was partially related to a reduction of a deferred tax asset of $215.9 million which had been previously recorded in the second quarter of 2006 for the effect of the future tax benefits related to the exchangeable note hedge.

The effect on our consolidated statements of income is as follows:

                                                                                                  Years Ended December 31,
                                                               2008                                        2007                                         2006
                                                     As                    As                    As                    As                     As                     As
(In thousands, except per share amounts)          reported              adjusted              reported              adjusted               reported               adjusted
Depreciation expense                             $ 611,066             $ 614,367             $ 467,730             $ 469,669             $   364,653             $ 365,357
Interest expense                                    91,620               196,718                53,702               154,920                  46,586               120,507
Income tax expense                                 250,451               206,147               239,664               201,496                 434,893               407,282
Net income                                         551,173               475,737               930,691               865,702               1,020,736               973,722

The effect on our earnings per share calculation is as follows:

                                                                                                Years Ended December 31,
                                                             2008                                        2007                                         2006
                                                   As                    As                    As                    As                     As                     As
(In thousands, except per share amounts)        reported              adjusted              reported              adjusted               reported               adjusted
Earnings per share:
Basic from continuing operations               $      1.98           $      1.69           $      3.21           $      2.96           $        3.42           $      3.25
Basic from discontinued operations                       -                     -                   .13                   .12                     .10                   .10

Total Basic                                    $      1.98           $      1.69           $      3.34           $      3.08           $        3.52           $      3.35


Diluted from continuing operations             $      1.93           $      1.65           $      3.13           $      2.88           $        3.31           $      3.15
Diluted from discontinued operations                     -                     -                   .12                   .12                     .09                   .09

Total Diluted                                  $      1.93           $      1.65           $      3.25           $      3.00           $        3.40           $      3.24


Weighted-average number of common shares
outstanding:
Basic                                              278,166               281,622               279,026               281,238                 290,241               291,267
Diluted                                            285,285               288,236               286,606               288,226                 299,827               300,677


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Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit 23.1:   Consent of Independent Registered Public Accounting Firm.

Exhibit 99.1:   Item 1A, Form 10-K - Risk Factors

Exhibit 99.2:   Item 6, Form 10-K - Selected Financial Data

Exhibit 99.3:   Item 7, Form 10-K - Management's Discussion and Analysis of Financial
                Condition and Results of Operations

Exhibit 99.4:   Item 7A, Form 10-K - Quantitative and Qualitative Disclosures About
                Market Risk

Exhibit 99.5:   Item 8, Form 10-K - Financial Statements and Supplementary Data

Exhibit 99.6:   Item 15, Form 10-K - Exhibit 12.1 - Computation of Ratio of Earnings
                to Fixed Charges


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