UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number 001-32657
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
(State or Other Jurisdiction of
Incorporation or Organization)
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980363970
(I.R.S. Employer
Identification No.)
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Crown House Second Floor
4 Par-la-Ville Road
Hamilton, HM08
Bermuda
(Address of principal executive offices)
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N/A
(Zip Code)
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(441) 292-1510
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Name of each exchange on which registered
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Common shares, $.001 par value per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
None.
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES
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NO
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES
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NO
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES
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NO
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). YES
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NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
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NO
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The aggregate market value of the 240,618,142 common shares held by non-affiliates of the registrant outstanding as of the last business day of our most recently completed second fiscal quarter, June 30, 2015, based on the closing price of our common shares as of such date of $14.43 per share as reported on the New York Stock Exchange, was $3,472,119,789. Common shares held by each officer and director and by each person who owns 5% or more of the outstanding common shares have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of common shares outstanding as of February 23, 2016 was 281,607,415, excluding 49,672,636 common shares held by our subsidiaries, or 331,280,051 in the aggregate.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the definitive Proxy
Statement to be distributed in connection with our 2016 Annual General Meeting of Shareholders (Part III).
NABORS INDUSTRIES LTD.
Form 10-K/A
For the Year Ended December 31, 2015
Explanatory Note
This Amendment No.1 on Form 10-K/A is being filed to amend our Annual Report on Form 10-K for the year ended December 31, 2015, originally filed with the Securities and Exchange Commission on February 26, 2016 (the “Original Filing”). We are filing this amendment to present separate audited financial statements for C&J Energy Services, Ltd. (“C&J Energy”), a non-consolidated subsidiary, as of and for the year ended December 31, 2015 that we determined were required pursuant to Regulation S-X, Rule 3-09, “Separate financial statements of subsidiaries not consolidated and 50 percent or less owned persons.” The audited financial statements of C&J Energy were not available for inclusion with our Original Filing.
These financial statements were required to be filed within 60 days of C&J Energy’s fiscal year end. However, such financial statements were included in C&J Energy’s Form 10-K, which was filed on February 29, 2016 and accordingly made publicly available to investors as of such date. We filed our Form 10-K with the SEC on February 26, 2016, in advance of C&J Energy’s annual report filing, and record our equity method investment in C&J Energy on a quarter-lag basis. We included summarized financial information of C&J Energy for the applicable period in Note 9 to our audited consolidated financial statements. The audited financial statements of C&J Energy as of and for the year ended December 31, 2015 are incorporated by reference to Item 8 of the Annual Report on Form 10-K of C&J Energy for the year ended December 31, 2015 (File No. 000-55404).
Except as described above, this Amendment No. 1 does not amend any information set forth in the Original Filing and we have not updated disclosures contained therein to reflect any events that occurred on a date subsequent to the date of the Original Filing.