10q10k10q10k.net

What changed in NABORS INDUSTRIES LTD's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of NABORS INDUSTRIES LTD's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+270 added−239 removedSource: 10-K (2025-02-13) vs 10-K (2023-12-31)

Top changes in NABORS INDUSTRIES LTD's 2024 10-K

270 paragraphs added · 239 removed · 186 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

34 edited+11 added−11 removed27 unchanged
Biggest changeImpactful NDS products and services include: ​ ● ROCKit®, a directional steering control system that increases performance while slide drilling, through drill string oscillation and precise toolface control; ​ ● SmartNAV™, a collaborative guidance and advisory platform that delivers automated directional drilling information and instructions to drive consistent decision making, transparency, and improved performance; ​ ● SmartSLIDE ™ , an advanced directional steering control system that automates slide drilling to consistently deliver high performance; and ​ ● RigCLOUD ®, a digital infrastructure that integrate applications to deliver real-time insight into operations across the rig fleet. ​ Nabors offers a full range of tubular running services (“TRS”) .
Biggest changeMany of our rigs are designed to address the challenges of working in specific operating environments, such as desert climates, mountainous regions, and tropical zones. ​ As of December 31, 2024, our international fleet consisted of 118 land-based drilling rigs and 14 actively marketed platform rigs in the international offshore drilling markets. ​ Drilling Solutions ​ Nabors Drilling Solutions (“NDS”) offers specialized drilling technologies, such as proprietary drilling-bit steering systems and rig instrumentation software that enhance drilling performance and reliability, as well as wellbore placement. ​ Impactful NDS products and services include: ​ ● ROCKit®, a directional steering control system that increases performance while slide drilling, through drill string oscillation and precise toolface control; ​ ● SmartNAV™, a collaborative guidance and advisory platform that delivers automated directional drilling information and instructions to drive consistent decision making, transparency, and improved performance; ​ ● SmartSLIDE ™, an advanced directional steering control system that automates slide drilling to consistently deliver high performance; and ​ ● RigCLOUD ®, a digital infrastructure that integrates applications to deliver real-time insight into operations across the rig fleet. ​ Nabors offers a full range of tubular running services (“TRS”) .
In addition, daywork contracts may provide for a lump-sum fee for the mobilization and demobilization of the rig, which in most cases approximates our anticipated costs.
In addition, daywork contracts may provide a lump-sum fee for the mobilization and demobilization of the rig, which in most cases approximates our anticipated costs.
The level of exploration, development and production activities is to a large extent tied to the prices of oil and natural gas, which can fluctuate significantly and are highly volatile. Relatedly, customers may have difficulty accessing capital markets due to poor historical returns for their investments and due to certain institutional investors choosing not to invest in fossil fuel industries.
The level of exploration, development and production activities is, to a large extent, tied to the prices of oil and natural gas, which can fluctuate significantly and are highly volatile. Relatedly, customers may have difficulty accessing capital markets due to poor historical returns for their investments and certain institutional investors choosing not to invest in fossil fuel industries.
A decrease or prolonged decline in the price of oil or natural gas or in the exploration, development and production activities of our customers could result in a corresponding decline in the demand for our services and/or a reduction in dayrates and utilization, which could have a material adverse effect on our financial position, results of operations and cash flows.
A decrease or prolonged decline in the price of oil or natural gas or in the exploration, development and production activities of our customers could result in a corresponding decline in the demand for our services or a reduction in dayrates and utilization, which could have a material adverse effect on our financial position, results of operations and cash flows.
See Part I, Item 1A.—Risk Factors— Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability, — Our customers and thereby our business and profitability could be adversely affected by low oil prices and/or turmoil in the global economy , and— Our drilling contracts may in certain instances be renegotiated, suspended or terminated without an early termination payment and Item 7.— Management’s Discussion and Analysis of Financial Condition and Results of Operations. ​ The markets in which we provide our services are highly competitive.
See Part I, Item 1A.—Risk Factors— Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability, — Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy , and— Our drilling contracts may in certain instances be renegotiated, suspended or terminated without an early termination payment and Item 7.— Management’s Discussion and Analysis of Financial Condition and Results of Operations. ​ The markets in which we provide our services are highly competitive.
Rig Technologies also provides aftermarket sales and services for the installed base of its equipment. ​ NDS and Rig Technologies’ portfolio of services and capabilities are available to third-party customers both in domestic and international markets. ​ Our Business Strategy ​ Our business strategy is to build shareholder value and enhance our competitive position by: ​ ● leveraging our existing global infrastructure and leading operating performance to capitalize on growth opportunities; ​ ● enhancing our technology position and advancing drilling technology both on the rig and downhole; ​ ● expanding our portfolio of value-added services to our customers; ​ ● investing in alternative energy and carbon reduction technologies; ​ ● achieving superior operational and health, safety and environmental performance; and ​ ● achieving financial returns in excess of our cost of capital. ​ We believe we deploy the most capable and modern rig fleet in the Lower 48 market.
Rig Technologies also provides aftermarket sales and services for the installed base of its equipment. ​ NDS and Rig Technologies’ portfolio of services and capabilities are available to third-party customers both in domestic and international markets. ​ Our Business Strategy ​ Our business strategy is to build shareholder value and enhance our competitive position by: ​ ● leveraging our existing global infrastructure and leading operating performance to capitalize on growth opportunities; ​ ● enhancing our technology position and advancing drilling technology both on the rig and downhole; ​ ● expanding our portfolio of value-added services to our customers; ​ ● investing in alternative energy and carbon reduction technologies; ​ ● achieving superior operational and health, safety and environmental performance; and ​ ● achieving financial returns above our cost of capital. ​ We believe we deploy the most capable and modern rig fleet in the Lower 48 market.
Our drilling business is subject to certain additional competitive factors. For example, we believe our ability to deliver rigs with new technology and features and, in certain international markets, our experience operating in certain environments and strong customer relationships have been significant factors in the selection of Nabors for the provision of drilling services.
Our drilling business is subject to certain additional competitive factors. For example, we believe our ability to deliver rigs with new technology and features and, in certain international markets, our experience operating in similar environments and strong customer relationships have been significant factors in the selection of Nabors for the provision of drilling services.
One customer, Saudi Aramco, accounted for approximately 26%, 26% and 31% of our consolidated operating revenues during the years ended December 31, 2023, 2022 and 2021, respectively, which operating revenues are primarily included in the results of our International Drilling reportable segment. Our contracts with Saudi Aramco are on a per rig basis.
One customer, Saudi Aramco, accounted for approximately 31%, 26% and 26% of our consolidated operating revenues during the years ended December 31, 2024, 2023 and 2022, respectively, which operating revenues are primarily included in the results of our International Drilling reportable segment. Our contracts with Saudi Aramco are on a per rig basis.
Corporate responsibility guides every aspect of our daily activities and is the key to our continued success. ​ Environmental Compliance ​ We do not anticipate that compliance with currently applicable environmental laws and regulations and controls will significantly change our competitive position, capital spending or earnings during 2024.
Corporate responsibility guides every aspect of our daily activities and is the key to our continued success. ​ Environmental Compliance ​ We do not anticipate that compliance with currently applicable environmental laws and regulations and controls will significantly change our competitive position, capital spending or earnings during 2025.
Our portfolio of energy transition related technologies includes real-time emissions monitoring quantification and reporting and analytics software, engine management controls, energy storage systems, and hydrogen technologies, as well as solutions that enable use of high-line power and dual-fuels. ​ 11 Table of Contents In addition, Nabors has invested in venture opportunities in several high potential markets addressing carbon reduction.
Our portfolio of energy transition related technologies includes real-time emissions monitoring quantification and reporting and analytics software, engine management controls, energy storage systems, and hydrogen technologies, as well as solutions that enable use of high-line power and dual-fuels. ​ In addition, Nabors has invested in venture opportunities in several high potential markets addressing carbon reduction.
Drilling, Canada Drilling, International Drilling, Drilling Solutions and Rig Technologies. ​ Additional information regarding the geographic markets in which we operate and our business segments can be found in Note 18—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data. ​ U.S. Drilling ​ Nabors operates one of the largest land-based drilling rig fleets in the U.S.
Drilling, International Drilling, Drilling Solutions and Rig Technologies. ​ Additional information regarding the geographic markets in which we operate and our business segments can be found in Note 17—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data. ​ U.S. Drilling ​ Nabors operates one of the largest land-based drilling rig fleets in the U.S.
For example, one rig operating 182.5 days during a 365-day period represents 0.5 average rigs working. ​ Our business consists of five reportable segments: U.S.
For example, one rig operating 182.5 days during a 365-day period represents 0.5 average rigs working. ​ Our business consists of four reportable segments: U.S.
Leveraging our advanced drilling automation capabilities, Nabors’ highly skilled workforce continues to set new standards for operational excellence and transform our industry. ​ With operations in over 15 countries, we are a global provider of drilling and drilling-related services for land-based and offshore oil and natural gas wells, with a fleet of rigs and drilling-related equipment which, as of December 31, 2023 included: ​ ● 291 actively marketed rigs for land-based drilling operations in the United States and various countries throughout the world; and ​ ● 28 actively marketed rigs for offshore platform drilling operations in the United States and multiple international markets. ​ The following table presents our average rigs working (a measure of activity and utilization over the year) for the years ended December 31, 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 Average Rigs Working: ​ ​ ​ ​ ​ ​ U.S.
Leveraging advanced drilling automation capabilities, Nabors’ highly skilled workforce continues to set new standards for operational excellence and transform the industry. ​ With operations in over 15 countries, we are a global provider of drilling and drilling-related services for land-based and offshore oil and natural gas wells, with a fleet of rigs and drilling-related equipment which, as of December 31, 2024 included: ​ ● 285 actively marketed rigs for land-based drilling operations in the United States and multiple international markets; and ​ ● 26 actively marketed rigs for offshore platform drilling operations in the United States and various countries throughout the world. ​ The following table presents our average rigs working (a measure of activity and utilization over the year) for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 Average Rigs Working: ​ ​ ​ ​ ​ ​ U.S.
Both TRS and MPD integrate with the rig, eliminating the need for third party service providers and thereby improving efficiencies and reducing cost. ​ 6 Table of Contents Rig Technologies ​ Our Rig Technologies segment is primarily comprised of Canrig, which manufactures and sells top drives, catwalks, wrenches, drawworks and other drilling related equipment such as robotic systems and downhole tools which are installed on both onshore and offshore drilling rigs.
We integrate our TRS and MPD into the rig, eliminating the need for third party service providers and thereby improving efficiencies and reducing costs. ​ 6 Table of Contents Rig Technologies ​ Our Rig Technologies segment is primarily comprised of Canrig, which manufactures and sells top drives, catwalks, wrenches, drawworks and other drilling related equipment such as robotic systems and downhole tools, which are installed on both onshore and offshore drilling rigs.
TRS primarily includes casing running, tubing running and torque monitoring. Nabors also offers managed pressure drilling (“MPD”) services that expands the capability of rigs to drill wells in otherwise challenging formations. Our proprietary software empowers the driller to deliver these services with consistency and repeatability.
TRS primarily includes casing running, tubing running and torque monitoring. Nabors also offers managed pressure drilling (“MPD”) services that expand the capabilities of rigs to drill wells in otherwise challenging formations. Our proprietary software empowers the driller to deliver these services with consistency and repeatability.
Our Drilling Solutions segment competes with services provided by NOV, Pason, Baker Hughes Co., Halliburton Co., SLB, Expro Group Holdings NV, Weatherford International plc., as well as several of our drilling competitors and smaller, specialized service providers. ​ Acquisitions and Divestitures ​ We have grown from a land drilling business centered in the U.S.
Our Drilling Solutions segment competes with services provided by NOV Inc., Pason Systems Inc., Baker Hughes Co., Halliburton Co., Schlumberger N.V., Expro Group Holdings NV, Weatherford International plc., as well as several of our drilling competitors and smaller, specialized service providers. ​ Acquisitions and Divestitures ​ We have grown from a land drilling business centered in the U.S.
As the industry shifted to multi-well pad drilling, we anticipated the demand for greater efficiencies and adaptability for batch drilling on multi-well drilling pads. As a result, we developed our PACE® drilling rigs.
As the industry shifted to drilling multiple wells on a single wellsite (or pad), we anticipated the demand for greater efficiencies and adaptability for batch drilling on multi-well drilling pads. As a result, we developed our PACE® drilling rigs.
Our initial investments focus on alternative energy sources such as geothermal, hydrogen, energy storage and carbon capture, including utilization and sequestration technologies and emissions monitoring. For example, in February 2023, Nabors Energy Transition Corp. (“NETC”) entered into a definitive agreement for a business combination, with one such investment target, Vast Solar Pty. Ltd.
Our initial investments focus on alternative energy sources such as geothermal, hydrogen, energy storage and carbon capture, including utilization and sequestration technologies and emissions monitoring. For example, Nabors Energy Transition Corp. (“NETC”) completed a business combination on December 18, 2023 with one such investment target, Vast Solar Pty. Ltd.
In our International segment, significant competitors with operations in multiple countries include KCA Deutag Drilling Limited, as well as many contractors with regional or local rig operations. ​ Our Rig Technologies segment competes primarily with NOV, KCA Deutag, and several smaller rig equipment suppliers.
In our International segment, significant competitors with operations in multiple countries include Helmerich & Payne Inc., as well as many contractors with regional or local rig operations. ​ Our Rig Technologies segment competes primarily with NOV Inc., Helmerich & Payne Inc., and several smaller rig equipment suppliers.
(“Vast”), a development-stage company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems. The business combination was completed on December 18, 2023 with NETC merging with and into a wholly owned subsidiary of Vast. Following the merger, Nabors now has a significant non-controlling equity investment in Vast. ​
(“Vast”), a development-stage company specializing in the design and manufacturing of 11 Table of Contents concentrated solar thermal power (CSP) systems. The business combination resulted in NETC merging with and into a wholly owned subsidiary of Vast. Following the merger, Nabors now has a significant non-controlling equity investment in Vast. ​
See “—Drilling Solutions” below for more information. ​ Canada Drilling ​ In July 2021, we closed on the sale of our Canada Drilling assets. ​ International Drilling ​ We operate in major international oil and gas markets, primarily in the Middle East and Latin America, most notably Saudi Arabia, Argentina, Colombia and Mexico.
See “—Drilling Solutions” below for more information. ​ International Drilling ​ We operate in major international oil and gas markets, primarily in the Middle East and Latin America, most notably Saudi Arabia, Argentina, Colombia and Mexico.
Drilling 86.3 ​ 97.2 ​ 67.9 Canada Drilling — ​ — ​ 9.0 International Drilling 77.6 ​ 74.2 ​ 75.7 ​ 163.9 ​ 171.4 ​ 152.6 ​ Average rigs working represents a measure of the number of equivalent rigs operating during a given period.
Drilling 75.1 ​ 86.3 ​ 97.2 International Drilling 83.7 ​ 77.6 ​ 74.2 Total 158.8 ​ 163.9 ​ 171.4 ​ Average rigs working represents a measure of the number of equivalent rigs operating during a given period.
While we continuously consider and review strategic opportunities, including acquisitions, divestitures, joint ventures, alliances and other strategic transactions, there can be no assurance that such opportunities will continue to be available, that the pricing will be economical or that we will be successful in completing and realizing the expected benefits of such transactions in the future. ​ We may sell a subsidiary or group of assets outside of our core markets or business if it is strategically or economically advantageous for us to do so. ​ In July 2021, we sold our Canada Drilling segment assets for approximately $94.0 million.
While we continuously consider and review strategic opportunities, including acquisitions, divestitures, joint ventures, alliances and other strategic transactions, there can be no assurance that such opportunities will continue to be available, that the pricing will be economical or that we will be successful in completing and realizing the expected benefits of such transactions in the future. ​ We may sell a subsidiary or group of assets outside of our core markets or business if it is strategically or economically advantageous for us to do so. ​ Sustainability ​ Sustainability is an essential part of the corporate culture at Nabors and an integral part of our strategic plans.
In 2013, we introduced our PACE®-X800 rig equipped with an advanced walking system with multidirectional capabilities that enables the rig to move efficiently over multiple wellheads on a pad. Because the rig’s ancillary equipment is integrated within the rig, it moves easily between adjacent rows of wells.
In 2013, we introduced our PACE®-X800 rig equipped with an advanced, multidirectional walking system that enables the rig to move efficiently between multiple wells on a pad. The rig’s ancillary equipment is fully integrated within the rig, allowing it to move easily between adjacent rows of wells. In 2016, we introduced our PACE®-M800 and PACE®-M1000 rigs, complementing our PACE®-X800 rigs.
In today’s performance-driven environment, we believe we are well positioned to seamlessly integrate downhole hardware, surface equipment and software solutions into our AC rig designs.
In today’s performance-driven environment, Nabors is well positioned to seamlessly integrate downhole hardware, surface equipment and software solutions into rig designs.
We continue to drive innovation and integration in the industry. Nabors offers a full suite of advanced solutions including performance software and automation technologies. We are active in the major hydrocarbon basins across the Lower 48 market and Alaska as well as offshore in the Gulf of Mexico.
We continue to drive innovation and integration in the industry. We are active in the major hydrocarbon basins across the Lower 48 market and Alaska as well as offshore in the Gulf of Mexico.
Our marketed U.S. fleet as of December 31, 2023 consists of 166 AC rigs, which use alternating electrical current in order to make ultra fine adjustments to optimize drilling, 9 SCR land rigs, legacy rigs using direct current silicon-controlled rectifiers to drive motors, and 12 offshore platform rigs. ​ 5 Table of Contents Since we introduced our first AC land rig in 2002, we have continued to develop industry-leading breakthroughs.
Our marketed U.S. fleet as of December 31, 2024 consists of 158 AC (alternating current) land rigs, 9 SCR (silicon-controlled rectifier) land rigs, and 12 offshore platform rigs. ​ 5 Table of Contents Since we introduced our first AC land rig in 2002, we have continued to develop industry-leading breakthroughs.
See Part I, Item 1A.—Risk Factors— The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ Human Capital ​ As of December 31, 2023, Nabors employed approximately 12,000 employees worldwide, approximately 7,900 of which are located outside the United States. ​ Diversity ​ As a global company focused on internal collaboration to achieve common goals and external partnerships to optimize customer value, Nabors believes a diverse workforce is key to our overall success.
See Part I, Item 1A.—Risk Factors— The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ Human Capital ​ As of December 31, 2024, Nabors employed approximately 12,400 employees worldwide, approximately 8,800 of which are located outside the United States. ​ Diversity ​ Nabors values teamwork and innovation, recognizing that a diverse, inclusive workforce is critical to success.
Nabors also provides performance tools, directional drilling services, tubular running services and innovative technologies for its own rig fleet and those operated by third parties. In addition, Nabors manufactures advanced drilling equipment and provides drilling rig instrumentation.
Nabors also provides performance software, directional drilling services, tubular running services and innovative technologies for its own rig fleet and those operated by third parties. In addition, Nabors manufactures advanced drilling equipment and provides drilling rig instrumentation. Also, Nabors has a portfolio of technologies designed to drive energy efficiency and emissions reductions for both itself and third-party customers.
We continue to enhance our diverse work environment that welcomes all backgrounds, ethnicities, and experiences. Our employee base currently represents different 89 nationalities.
We continue to enhance our diverse work environment which welcomes all backgrounds, ethnicities, and experiences.
Our Compensation Committee oversees our human capital-related policies, programs, and initiatives that focus on diversity, succession planning, executive compensation, and benefits. Our Technology and Safety Committee provides oversight of employee safety, health, and wellness matters. ​ 9 Table of Contents Seasonality ​ Our operations are subject to seasonal factors.
The Compensation Committee monitors and guides policies, programs, and initiatives related to diversity, succession planning, executive compensation, and employee benefits. Additionally, the Technology and Safety Committee oversees matters concerning employee safety, health and wellness, reinforcing our commitment to fostering a safe, supportive, and inclusive workplace. ​ 9 Table of Contents Seasonality ​ Our operations are subject to seasonal factors.
In 2016, we introduced our PACE®-M800 and PACE®-M1000 rigs which complement our existing PACE®-X800 rigs. Both versions of the M-series are designed to move rapidly between pads. ​ In recent years we have developed and deployed a full suite of technology supporting Nabors and third-party rigs.
These M-series rigs are designed to move rapidly between wellsites. ​ In recent years we have developed and deployed a full suite of technology supporting Nabors and third-party rigs. Demonstrating Nabors technology leadership, we employ automation to improve safety, increase efficiencies and build agility for our customers.
U.S. employees and their families receive medical, dental and vision insurance, life insurance and short-term and long-term disability coverage, and health and dependent care flexible spending accounts. All U.S. full-time employees also are eligible for a 401(k) plan with a Company match.
We provide employees health and welfare benefits standard for the industry and their location of employment. U.S. employees and their families are eligible to participate in medical, dental and vision insurance, life insurance and short-term and long-term disability coverage, and health and dependent care flexible spending accounts.
This year, 69% of the applicants met all requirements and received monetary awards for their fall semester education. ​ Health, Welfare and Retirement ​ We provide employees health and welfare benefits standard for the industry and their location of employment.
This year, 78% of the applicants met all requirements and received monetary awards for their fall semester education. ​ Health, Welfare and Retirement ​ At Nabors, employee health is a priority, with a focus on programs and initiatives designed to support physical and mental health, alongside fostering a culture of preventative care and wellness.
Removed
Demonstrating Nabors technology leadership, we employ automation to improve safety, increase efficiencies and build agility for our customers.
Added
These efforts are reflected in the below workforce composition highlights. ​ ● Our employees represent 86 nationalities, with minorities comprising 42% of the workforce and 36% of the management roles. ● 5% of our workforce identifies as female, with 15% of them holding management positions. ● 55% of U.S.
Removed
Many of our rigs are designed to address the challenges of working in specific operating environments, such as desert climates, mountainous regions, and tropical zones. ​ As of December 31, 2023, our international fleet consisted of 116 land-based drilling rigs and 16 actively marketed platforms rigs in the international offshore drilling markets. ​ Drilling Solutions ​ Nabors Drilling Solutions (“NDS”) offers specialized drilling technologies, such as proprietary drilling-bit steering systems and rig instrumentation software that enhance drilling performance and wellbore placement. ​ Our tools are ideal for applications where high reliability, precise wellbore placement and drilling efficiency are required.
Added
Selling, General and Administrative (SGA) and Field Support 2024 workforce hires were racially diverse. ​ Talent Management ​ Nabors is committed to gender and ethnicity balance in its hiring practices and workplaces. By implementing strategic recruiting efforts, employee development streams and retention, we have made progress that outpaces the industry.
Removed
Based on our most recent employee engagement survey, we learned that: ​ ● 42% of our workforce is comprised of minority groups with minorities comprising 37% of management (7% increase from 2022). ● 8% of our workforce identifies as female (3% increase from 2022), with 19% of them holding management positions (8% increase from 2022). ​ Talent Management ​ Nabors is committed to gender and ethnicity balance in its hiring practices and workplaces.
Added
A few notable recruiting 2024 highlights include: ​ ● Launched a university and vocational outreach program at eight schools, strengthening career growth opportunities; ● The ACE (Actively Changing Energy) program’s third cohort featured 83% diverse representation, fostering skilled professionals aligned with our teamwork and innovation goals; and ● Expanding our military recruiting program through a partnership with Recruit Military, connecting with disciplined, qualified veterans. ​ Our talent management team focused their efforts on employee retention across the entire organization.
Removed
By implementing strategic recruiting efforts, employee development streams and retention, we have made progress that outpaces the industry. A few notable 2023 successes include: ​ ● 58% of U.S.
Added
A few notable successes include expanding our mentoring program to foster teamwork and growth, engaged participants in employee engagement sessions to emphasizing teamwork and collaboration, and conducted leadership feedback surveys demonstrating accountability to employee needs. ​ Learning and Development ​ Nabors is dedicated to the development and training of our worldwide workforce.
Removed
Selling, General and Administrative (SGA) and Field Support workforce hires were racially diverse; ● Over 20% reduction in female attrition among SGA and Field Support workforce since 2022; and ● A 2023 employee engagement survey indicated employees viewed their current teams as diverse. ​ Our talent management team focused their efforts on career development across the entire organization, with the following notable successes: ​ ● Completed and reviewed succession planning for 100% of executives, directors and managers; ● Started succession planning for the supervisor level and achieved over 51%; ● Over 67% of critical role vacancies were filled with internal successors; ● Strongest in-person and online participation over 3 years in the Evolving Your Career series which included 2 sessions with senior leadership; ● In the second year of our ACE (Actively Changing Energy) program, Cohort 2 comprised of recently graduated STEM professionals, with a noteworthy 100% representation from diverse communities; and ● Created professional development plans for 83 high-potential technical and functional experts, over 54% representing diverse communities. ​ 8 Table of Contents Employee Resource Groups ​ Our Employee Resource Groups (ERGs), comprised of employees with shared interests, characteristics, or life experiences, strongly influence and cultivate change.
Added
Training begins at onboarding, where employees receive job-specific instruction with integrated safety expectations, corporate ethics, and behaviors that create an inclusive workplace. Nabors has implemented a cloud-based Human Capital Management system across 26 countries to enhance workforce planning and operational excellence.
Removed
In 2022, ERGs spearheaded involvement in 13 corporate community relations opportunities. ​ By recognizing disparate voices, we foster a more cohesive, high-performing, and productive workforce aligned to achieve excellence together. ​ Learning and Development ​ Nabors is dedicated to the development and training of our worldwide workforce.
Added
We have also centralized the North America Training Center in Houston, Texas, providing structured, hands-on learning opportunities for field roles, advancing excellence and teamwork. ​ 8 Table of Contents Nabors key training programs include RigLEAD which is leadership development for rig managers and superintendents to further reinforce a culture of excellence and accountability, mentor development to foster teamwork and ongoing development, and a competency assurance management system to identify skill gaps, and develop technical expertise driving excellence and innovation. ​ Educational Assistance ​ In 2009, our former Chairman and CEO, Eugene M.
Removed
Training begins at onboarding, where employees receive job-specific instruction with integrated safety expectations, corporate ethics, and behaviors that create an inclusive workplace. ​ Successes experienced in 2023 include: ​ ● Diversity and inclusion training was provided to U.S. field operations-based workforce achieving 93% compliance; ● Achieved 97% compliance with all safety-related training; ● Achieved 97% compliance with four new Journey to Excellence training modules; ● Achieved 98% compliance with a new Code of Business Conduct training published in four languages: Arabic, English, Russian, and Spanish; and ● Increased drilling crew field-based competency levels by 35% and verified crew competence by completing over 2,314 formal assessments. ​ Educational Assistance ​ In 2009, our former Chairman and CEO, Eugene M.
Added
All U.S. full-time employees also are eligible for a 401(k) plan with a Company match. ​ A few notable wellness highlights include: ​ ● We partnered with OCD Institute of Texas to provide mental health programs for employees; ● MD Anderson experts presented on awareness and risk management for Breast Cancer Awareness month; ● Stress management sessions were held, with over 50 participants attending. ​ Workplace Health and Safety ​ Safety is a core value at Nabors and our commitment to fostering a strong safety culture and prioritizing the well-being of our workforce is guided by three pillars: ​ ● People and Leadership: We are enhancing safety awareness, leadership, and human behavior through targeted programs and initiatives, with a particular focus on key regions such as Colombia and Argentina.
Removed
This year we have enhanced our paid parental leave to foster baby bonding and implemented two paid days per year for employees to pursue volunteer opportunities in the communities where we live and operate. ​ Workplace Health and Safety ​ Safety is one of our core values.
Added
Our leaders maintain a "boots on the ground" presence, demonstrating their dedication to preventing Serious Injury or Fatality (SIF) events.
Removed
Through our Journey to Excellence, we take a risk-based approach by ensuring our employees have access to preventative policies, procedures, programs, and training as they strive towards Mission Zero. ​ Board Oversight of Human Capital Management ​ Our human capital management efforts receive oversight from our board of directors.
Added
Additionally, we actively gather feedback through surveys and direct engagement, enabling us to better understand our teams' perspectives on workplace safety and the broader safety culture. ● Technology: Our efforts are focused on removing individuals from high-risk situations by deploying innovative solutions like our RZR system.
Removed
These assets included our fleet of 35 land-based drilling rigs and related equipment and property.
Added
Additionally, we leverage advanced technologies, including machine learning-based advisory tools and computer vision systems for Red Zone Management, to enhance workplace safety and operational efficiency. ● Data-Driven Insights: By taking a holistic approach to analytics, we integrate multiple parameters to uncover meaningful insights. For example, we examine correlations between operational metrics and turnover rates to identify potential risks.
Removed
This transaction did not represent a strategic shift in our operations and did not have a major effect on our operations and financial results. ​ Sustainability ​ Sustainability is an essential part of the corporate culture at Nabors and an integral part of our strategic plans.
Added
By adopting new indicators, such as the Incident Severity Rate (ISR), we continuously enhance our ability to predict and mitigate major events. Board Oversight of Human Capital Management ​ Our human capital management initiatives are overseen by our Board of Directors, aligning with our strategic goals and values.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

71 edited+48 added−5 removed136 unchanged
Biggest changeViolations of these laws could have a negative effect on our business. ● Changes to or noncompliance with laws and regulations regarding environmental matters or exposure to environmental liabilities could adversely affect our results of operations. ● The physical effects of climate change and the regulation of greenhouse gas emissions could have a negative effect on our business. ● We are subject to complex and evolving laws and regulations regarding data privacy and security. ● Legal proceedings and governmental investigations could affect our financial condition and results of operations. ● Our business may be affected by changes in applicable sanctions or export controls laws and regulations, including those targeting Russia. ● We may be subject to changes in tax laws and have additional tax liabilities. ● The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ Share Capital and Corporate Structure Risks ​ ● Significant issuances of common shares could adversely affect the market price of our common shares. ● Our common share price has been and may continue to be volatile. ● Provisions in our organizational documents may be insufficient to thwart a coercive hostile takeover attempt; conversely, provisions in our organizational documents and in our outstanding debt and Saudi 13 Table of Contents joint venture documents may deter a change of control transaction and decrease the likelihood of a shareholder receiving a change of control premium. ● As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ General Risks ​ ● Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirements and our operations, which could negatively affect our stock price. ● Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics, including the strain of coronavirus known as COVID-19, and future adverse effects could be material and difficult to predict. ● Our business is subject to cybersecurity risks. ● The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ​ For a more complete discussion of the risks facing our business, see below. ​ Business and Operational Risks ​ Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ​ Our operations, demand for our services, and the rates we are able to charge for such services depend on the level of spending by oil and gas companies for exploration, development and production activities.
Biggest changeSimilarly, significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial statements. ● We may be subject to changes in tax laws and have additional tax liabilities. ● The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ Share Capital and Corporate Structure Risks ​ ● Significant issuances of common shares could adversely affect the market price of our common shares. ● Our common share price has been and may continue to be volatile. ● Provisions in our organizational documents may be insufficient to thwart a coercive hostile takeover attempt; conversely, provisions in our organizational documents and in our outstanding debt and Saudi joint venture documents may deter a change of control transaction and decrease the likelihood of a shareholder receiving a change of control premium. ● As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. 13 Table of Contents ​ Risks Related to Our Merger with Parker Drilling Company ​ ● Uncertainty as to whether the conditions to closing the merger with Parker Drilling Company will be satisfied. ● The diversion of management time on merger-related issues. ● The significant costs required to complete the merger and to integrate Parker’s operations with our own. ● Our ability to successfully integrate Parker’s business with our own and to realize the expected benefits of the merger with Parker. ​ General Risks ​ ● Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, our costs of capital, our reporting requirements and our operations, which could negatively affect our stock price. ● Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics, including the strain of coronavirus known as COVID-19, and future adverse effects could be material and difficult to predict. ● Our business is subject to cybersecurity risks. ● The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ● Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility. ​ For a more complete discussion of the risks facing our business, see below. ​ Business and Operational Risks ​ Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ​ Our operations, demand for our services, and the rates we are able to charge for such services depend on the level of spending by oil and gas companies for exploration, development and production activities.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. ​ Risk Factors Summary ​ The following is a summary of the principal risks included in this annual report that we believe could adversely affect our business, operations, and financial results. ​ Business and Operational Risks ​ ● Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ● Our customers and thereby our business and profitability could be adversely affected by low oil prices and/or turmoil in the global economy. ● We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations. ● We must renew customer contracts to remain competitive. ● The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations. ● Our drilling contracts may in certain instances be renegotiated, suspended or terminated on short notice and/or without an early termination payment. ● The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ● The profitability of our operations could be adversely affected by war, civil disturbance, terrorist activity or other political or economic instability, fluctuation in currency exchange rates and local import and export controls. ● We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction. ● Our contracts with state-owned energy companies may expose us to greater risks than we normally assume in contracts with non-governmental customers. ● Control of oil and natural gas reserves by state-owned oil companies may affect the demand for our services and products and create additional risks in our operations. ● Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. ● Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ● Failure to realize the anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may adversely affect our business, results of operations and financial position. ● Decisions by internet service, cloud hosting service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ● Failure to effectively and timely address the energy transition could adversely affect our business, financial condition, results of operations, cash flows and share price. 12 Table of Contents ● Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks. ● We are subject to a number of uncertainties during the timeframe when Nabors Energy Transition Corporation II (NETC II) pursues a business combination, which could adversely affect our business, financial condition, results of operations, cash flows and share price. ​ Financial Risks ​ ● We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ● Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ● Volatility in prices of goods and services and interest rates could expose us to risks in managing our operating and capital costs. ● Our ability to access capital markets could be limited. ● A downgrade in our credit rating could negatively affect our cost of capital and our ability to access capital markets or other financing sources. ​ Technology Risks ​ ● New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. ​ Risk Factors Summary ​ The following is a summary of the principal risks included in this annual report that we believe could adversely affect our business, operations, and financial results. ​ Business and Operational Risks ​ ● Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ● Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy. ● We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations. ● We must renew customer contracts to remain competitive. ● The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations. ● Our drilling contracts may in certain instances be renegotiated, suspended or terminated on short notice or without an early termination payment. ● The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ● The profitability of our operations could be adversely affected by war, civil disturbance, terrorist activity or other political or economic instability, fluctuation in currency exchange rates and local import and export controls. ● We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction. ● Our contracts with state-owned energy companies may expose us to greater risks than we normally assume in contracts with non-governmental customers. ● Control of oil and natural gas reserves by state-owned oil companies may affect the demand for our services and products and create additional risks in our operations. ● Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. ● Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ● Failure to realize the anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may adversely affect our business, results of operations and financial position. ● Decisions by internet service, cloud hosting service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ● Failure to effectively and timely address the energy transition could adversely affect our business, financial condition, results of operations, cash flows and share price. ● Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks. ● We are subject to a number of uncertainties during the timeframe when Nabors Energy Transition Corporation II (NETC II) pursues a business combination, which could adversely affect our business, financial condition, results of operations, cash flows and share price. ​ 12 Table of Contents Financial Risks ​ ● We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ● Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ● Volatility in prices of goods and services and interest rates could expose us to risks in managing our operating and capital costs. ● Our ability to access capital markets could be limited. ● A downgrade in our credit rating could negatively affect our cost of capital and our ability to access capital markets or other financing sources. ​ Technology Risks ​ ● New technologies may cause our drilling methods and equipment to become less competitive, and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
As a result of the volatility of oil and natural gas prices, we are unable to fully predict the level of exploration, drilling and production activities of our customers and whether our customers and/or suppliers will be able to sustain their operations and fulfill their commitments and obligations.
As a result of the volatility of oil and natural gas prices, we are unable to fully predict the level of exploration, drilling and production activities of our customers and whether our customers or suppliers will be able to sustain their operations and fulfill their commitments and obligations.
If we were to sustain a loss and our customers were unable to honor their indemnification and/or payment obligations, it could adversely affect our liquidity.
If we were to sustain a loss and our customers were unable to honor their indemnification or payment obligations, it could adversely affect our liquidity.
If certain of our suppliers, manufacturers or service providers were to curtail or discontinue their business as a result of such conditions, it could result in a reduction or interruption in supplies or equipment available to us and/or a significant increase in the price of such supplies and equipment, which could adversely affect our business, financial condition and results of operations.
If certain of our suppliers, manufacturers or service providers were to curtail or discontinue their business as a result of such conditions, it could result in a reduction or interruption in supplies or equipment available to us or a significant increase in the price of such supplies and equipment, which could adversely affect our business, financial condition and results of operations.
In addition, many of the factors that affect our ability to access capital markets, including the liquidity of the overall capital markets and the state of the economy and/or the oil and gas industry, among others, are outside of our control.
In addition, many of the factors that affect our ability to access capital markets, including the liquidity of the overall capital markets and the state of the economy or the oil and gas industry, among others, are outside of our control.
Any such penalty could have a material adverse effect on our reputation, our ability to compete for other contracts and our financial position, results of operations and/or cash flows. ​ Our international operations also subject us to other risks, including potential asset seizure, terrorist acts, piracy, kidnapping, nationalization of assets, currency restrictions, import or export quotas, tariffs and other forms of public and government regulation, all of which are beyond our control.
Any such penalty could have a material adverse effect on our reputation, our ability to compete for other contracts and our financial position, results of operations or cash flows. ​ Our international operations also subject us to other risks, including potential asset seizure, terrorist acts, piracy, kidnapping, nationalization of assets, currency restrictions, import or export quotas, tariffs and other forms of public and government regulation, all of which are beyond our control.
There can be no assurance that we will: ​ ● have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs; ​ ● avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, unanticipated increases in costs of equipment, materials and labor, design and engineering problems, and financial or other difficulties; ​ ● successfully deploy idle, stacked, new or upgraded drilling rigs; ​ ● effectively manage the size or growth of our organization and drilling fleet; ​ ● develop competitive technologies or choose the right technologies to develop; ​ ● maintain crews necessary to operate existing or additional drilling rigs; or ​ ● successfully improve our financial condition, results of operations, business or prospects as a result of improving existing drilling rigs or building new drilling rigs with updated technology. ​ In the event that we are successful in developing new technologies for use in our business, there is no guarantee of future demand for those technologies.
There can be no assurance that we will: ​ ● have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs; ​ ● avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, unanticipated increases in costs of equipment, materials and labor, design and engineering problems, and financial or other difficulties; ​ ● successfully deploy idle, stacked, new or upgraded drilling rigs; ​ ● effectively manage the size or growth of our organization and drilling fleet; ​ ● develop competitive technologies or choose the right technologies to develop; ​ ● invest in the right technologies; ​ ● maintain crews necessary to operate existing or additional drilling rigs; or ​ ● successfully improve our financial condition, results of operations, business or prospects as a result of improving existing drilling rigs or building new drilling rigs with updated technology. ​ In the event that we are successful in developing new technologies for use in our business, there is no guarantee of future demand for those technologies.
The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns. 29 Table of Contents ​ Risks associated with these threats include, among other things: ​ ● theft or misappropriation of funds; ​ ● loss, corruption, or misappropriation of intellectual property, or other proprietary, confidential or personally identifiable information (including customer, supplier, or employee data); ​ ● disruption or impairment of our and our customers’ business operations and safety procedures; ​ ● damage to our reputation with our customers and the market; ​ ● the perception of our products or services as having security vulnerabilities; ​ ● exposure to litigation and legal and regulatory costs; ​ ● loss or damage to our worksite data delivery systems; and ​ ● increased costs to prevent, respond to or mitigate cybersecurity events. ​ Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our systems security, whether by us or by a third party, could disrupt our business, damage our reputation and our relationships with our customers or employees, expose us to risks of litigation, significant fines and penalties and liability, result in the deterioration of our customers’ and employees’ confidence in us, and adversely affect our business, results of operations and financial condition.
The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns. ​ ​ 23 Table of Contents Risks associated with these threats include, among other things: ​ ● theft or misappropriation of funds; ​ ● loss, corruption, or misappropriation of intellectual property, or other proprietary, confidential or personally identifiable information (including customer, supplier, or employee data); ​ ● disruption or impairment of our and our customers’ business operations and safety procedures; ​ ● damage to our reputation with our customers and the market; ​ ● the perception of our products or services as having security vulnerabilities; ​ ● exposure to litigation and legal and regulatory costs; ​ ● loss or damage to our worksite data delivery systems; and ​ ● increased costs to prevent, respond to or mitigate cybersecurity events. ​ Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our systems security, whether by us or by a third party, could disrupt our business, damage our reputation and our relationships with our customers or employees, expose us to risks of litigation, significant fines and penalties and liability, result in the deterioration of our customers’ and employees’ confidence in us, and adversely affect our business, results of operations and financial condition.
Due to the highly competitive nature of the industry, which can be exacerbated during periods of depressed market conditions, we may not be able to renew or replace expiring contracts or, if we are able to, we may not be able to secure or improve existing dayrates or other material terms, which could have an adverse effect on our business, financial condition and results of operations. ​ The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations. ​ Our operations are subject to many hazards inherent in the drilling industry, including environmental pollution, blowouts, cratering, explosions, fires, loss of well control, loss of or damage to the wellbore or underground reservoir, damaged or lost drilling equipment and damage or loss from inclement weather or natural disasters.
Due to the highly competitive nature of the industry, which can be exacerbated during periods of depressed market conditions, we may not be able to renew or replace expiring contracts or, if we are able to, we may not be able to secure or improve existing dayrates or other material terms, which could have an adverse effect on our business, financial condition and results of operations. ​ The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations. ​ Our operations are subject to many hazards inherent in the drilling industry, including environmental pollution, blowouts, cratering, explosions, fires, loss of well control, loss of or damage to the wellbore or underground reservoir, damaged or lost drilling equipment and damage or loss from inclement weather or natural disasters, whether or not climate related.
We also cannot control the actions of our joint venture partners, including any non-performance, default, or bankruptcy of our joint venture partners. Certain of these actions could have adverse consequences for us, legal or regulators issues in the region and/or reputational harm, including our attractiveness as a partner in other regions.
We also cannot control the actions of our joint venture partners, including any non-performance, default, or bankruptcy of our joint venture partners. Certain of these actions could have adverse consequences for us, legal or regulators issues in the region or reputational harm, including our attractiveness as a partner in other regions.
Provisions in our organizational documents that are meant to help us avoid a coercive takeover include: ​ ● Authorizing our board of directors (the “Board”) to issue a significant number of common shares and up to 25,000,000 preferred shares, as well as to determine the price, rights (including voting rights), conversion ratios, preferences and privileges of the preferred shares, in each case without any vote or action by the holders of our common shares; ​ ● Limiting the ability of our shareholders to call or bring business before special meetings; ​ ● Prohibiting our shareholders from taking action by written consent in lieu of a meeting unless the consent is signed by all the shareholders then entitled to vote; ​ ● Requiring advance notice of shareholder proposals for business to be conducted at general meetings and for nomination of candidates for election to our Board; and ​ ● Reserving to our Board the ability to determine the number of directors comprising the full Board and to fill vacancies or newly created seats on the Board. ​ Certain actions taken by us could make it easier for another party to acquire control of the Company.
Provisions in our organizational documents that are meant to help us avoid a coercive takeover include: 29 Table of Contents ​ ● Authorizing our board of directors (the “Board”) to issue a significant number of common shares and up to 25,000,000 preferred shares, as well as to determine the price, rights (including voting rights), conversion ratios, preferences and privileges of the preferred shares, in each case without any vote or action by the holders of our common shares; ​ ● Limiting the ability of our shareholders to call or bring business before special meetings; ​ ● Prohibiting our shareholders from taking action by written consent in lieu of a meeting unless the consent is signed by all the shareholders then entitled to vote; ​ ● Requiring advance notice of shareholder proposals for business to be conducted at general meetings and for nomination of candidates for election to our Board; and ​ ● Reserving to our Board the ability to determine the number of directors comprising the full Board and to fill vacancies or newly created seats on the Board. ​ Certain actions taken by us could make it easier for another party to acquire control of the Company.
Future or more stringent federal or state regulation could dramatically increase operating costs for oil and natural gas companies, curtail production and 23 Table of Contents demand for oil and natural gas in areas of the world where our customers operate, and reduce the market for our services by making wells and/or oilfields uneconomical to operate, which may in turn adversely affect results of operations. ​ The physical effects of climate change and the regulation of greenhouse gas emissions and climate change could have a negative effect on our business. ​ There has been an increasing focus of international, national, state, regional and local regulatory bodies on greenhouse gas (“GHG”), including carbon dioxide and methane, emissions and climate change issues.
Future or more stringent federal or state regulation could dramatically increase operating costs for oil and natural gas companies, curtail production and demand for oil and natural gas in areas of the world where our customers operate, and reduce the market for our services by making wells or oilfields uneconomical to operate, which may in turn adversely affect results of operations. ​ The physical effects of climate change and the regulation of greenhouse gas emissions and climate change could have a negative effect on our business. ​ There has been an increasing focus of international, national, state, regional and local regulatory bodies on greenhouse gas (“GHG”), including carbon dioxide and methane, emissions and climate change issues.
While our employees and agents are required to comply with applicable anti-corruption laws, and we have adopted policies and procedures and related training programs designed to promote and achieve compliance, we cannot ensure that our internal policies, procedures and programs will always protect us from risks associated with unlawful acts carried out by our employees or agents. ​ Failure by us, our employees, affiliates, partners or others with whom we work to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of export/import privileges.
While our employees and agents are required to comply with applicable anti-corruption laws, and we have adopted policies and procedures and related training programs designed to promote and achieve compliance, we cannot ensure that our internal policies, procedures and programs will always protect us from risks associated with unlawful acts carried out by our employees or agents. ​ 24 Table of Contents Failure by us, our employees, affiliates, partners or others with whom we work to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of export/import privileges.
Similar statutes have been passed in a variety of states in the United States. ​ Legal proceedings and governmental investigations could affect our financial condition and results of operations. ​ We are subject to legal proceedings and governmental investigations from time to time that include employment, tort, intellectual property and other claims, and purported class action and shareholder derivative actions.
Similar statutes have been passed in a variety of states in the United States, in particular, in California. ​ Legal proceedings and governmental investigations could affect our financial condition and results of operations. ​ We are subject to legal proceedings and governmental investigations from time to time that include employment, tort, intellectual property and other claims, and purported class action and shareholder derivative actions.
If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and/or on substantially similar terms, or if contracts are suspended for an extended period of time with or without adequate compensation or renegotiated with pricing or other terms less favorable to us, it could adversely affect our financial condition and results of operations. ​ The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ In 2023, 2022 and 2021, we received approximately 37%, 36% and 44%, respectively, of our consolidated operating revenues from our three largest contract drilling customers (including their affiliates), with our largest customer and partner in our SANAD joint venture, Saudi Aramco, representing 26%, 26% and 31% of our consolidated operating revenues, respectively, for these periods.
If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis or on substantially similar terms, or if contracts are suspended for an extended period of time with or without adequate compensation or renegotiated with pricing or other terms less favorable to us, it could adversely affect our financial condition and results of operations. ​ The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ In 2024, 2023 and 2022, we received approximately 43%, 37% and 36%, respectively, of our consolidated operating revenues from our three largest contract drilling customers (including their affiliates), with our largest customer and partner in our SANAD joint venture, Saudi Aramco, representing 31%, 26% and 26% of our consolidated operating revenues, respectively, for these periods.
Risks that accompany contracts with NOCs could ultimately have a material adverse effect on our business, financial condition and results of operations . ​ Control of oil and natural gas reserves by NOCs may affect the demand for our services and products and create additional risks in our operations. ​ Much of the world’s oil and natural gas reserves are controlled by NOCs, which may require their contractors to meet local content requirements or other local standards, such as conducting our operations through joint ventures with local partners that could be difficult or undesirable for us to meet.
Risks that accompany contracts with NOCs could ultimately have a material adverse effect on our business, financial condition and results of operations . ​ 17 Table of Contents Control of oil and natural gas reserves by NOCs may affect the demand for our services and products and create additional risks in our operations. ​ Much of the world’s oil and natural gas reserves are controlled by NOCs, which may require their contractors to meet local content requirements or other local standards, such as conducting our operations through joint ventures with local partners, that could be difficult or undesirable for us to meet.
If these future laws and regulations result in customers reducing their production of oil and gas, they could ultimately have an adverse effect on our business and prospects. ​ Beyond financial and regulatory effects, the projected severe effects of climate change have the potential to directly affect our facilities and operations and those of our customers. ​ 24 Table of Contents We are subject to complex and evolving laws and regulations regarding data privacy and security. ​ Governments around the world have implemented, and continue to implement, laws and regulations regarding data privacy and security, including with respect to the protection and processing of personal data.
If these future laws and regulations result in customers reducing their production of oil and gas, they could ultimately have an adverse effect on our business and prospects. ​ Beyond financial and regulatory effects, the projected severe effects of climate change have the potential to directly affect our facilities and operations and those of our customers. ​ We are subject to complex and evolving laws and regulations regarding data privacy and security. ​ Governments around the world have implemented, and continue to implement, laws and regulations regarding data privacy and security, including with respect to the protection and processing of personal data.
We also are subject to various laws and regulations that govern the operation and taxation of our business and the import and export of our equipment from country to country, the imposition, application and interpretation of which can prove to be uncertain. ​ 16 Table of Contents The initiation of conflicts in certain regions or by certain agitators, including, but not limited to, the invasion of Ukraine by Russia or the conflicts in the Middle East and around the Red Sea, can have an adverse effect on us should they become more intense and/or widespread.
We also are subject to various laws and regulations that govern the operation and taxation of our business and the import and export of our equipment from country to country, the imposition, application and interpretation of which can prove to be uncertain. ​ The initiation of conflicts in certain regions or by certain agitators, including, but not limited to, the invasion of Ukraine by Russia or the conflicts in the Middle East and around the Red Sea, can have an adverse effect on us should they become more intense or widespread.
No assurance can be given that we will be able to access capital markets on terms acceptable to us when required to do so, which could adversely affect our business, financial condition and results of operations. ​ 20 Table of Contents A downgrade in our credit rating could negatively affect our cost of and ability to access capital markets or other financing sources. ​ Our ability to access capital markets or to otherwise obtain sufficient financing may be affected by our senior unsecured debt ratings as provided by major U.S. credit rating agencies.
No assurance can be given that we will be able to access capital markets on terms acceptable to us when required to do so, which could adversely affect our business, financial condition and results of operations. ​ A downgrade in our credit rating could negatively affect our cost of and ability to access capital markets or other financing sources. ​ Our ability to access capital markets or to otherwise obtain sufficient financing may be affected by our senior unsecured debt ratings as provided by major U.S. credit rating agencies.
Our ability to service our debt and other financial obligations depends in large part upon the level of cash flows generated by our operating subsidiaries’ operations, our ability to monetize and/or divest non-core assets, availability under the 2022 Credit Agreement and our ability to access the capital markets and/or other sources of financing.
Our ability to service our debt and other financial obligations depends in large part upon the level of cash flows generated by our operating subsidiaries’ operations, our ability to monetize and/or divest non-core assets, availability under the 2024 Credit Agreement and our ability to access the capital markets and/or other sources of financing.
Any fluctuation in our credit rating, could affect our cost of capital and ability to access capital markets or other financing sources in the future, any of which could adversely affect our financial condition, results of operations and cash flows. ​ Technology Risks ​ New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
Any fluctuation in our credit rating, could affect our cost of capital and ability to access capital markets or other financing sources in the future, any of which could adversely affect our financial condition, results of operations and cash flows. ​ ​ ​ ​ ​ ​ ​ ​ 21 Table of Contents Technology Risks ​ New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
These market fluctuations may decrease the market price of our common shares in the future. ​ 27 Table of Contents Provisions in our organizational documents may be insufficient to thwart a coercive hostile takeover attempt; conversely, these provisions and those in our outstanding debt and Saudi joint venture documents may deter a change of control transaction and decrease the likelihood of a shareholder receiving a change of control premium. ​ Companies generally seek to prevent coercive takeovers by parties unwilling to pay fair value for the enterprise they acquire.
These market fluctuations may decrease the market price of our common shares in the future. ​ Provisions in our organizational documents may be insufficient to thwart a coercive hostile takeover attempt; conversely, these provisions and those in our outstanding debt and Saudi joint venture documents may deter a change of control transaction and decrease the likelihood of a shareholder receiving a change of control premium. ​ Companies generally seek to prevent coercive takeovers by parties unwilling to pay fair value for the enterprise they acquire.
However, our ability to access capital markets could be limited or adversely affected by, among other things, oil and gas prices, our existing capital structure, our credit ratings, interest rates and the health or market perceptions of the drilling and overall oil and gas industry and the global economy.
However, our ability to access capital markets could be limited or adversely affected by, among other things, oil and gas prices, our existing capital structure, our credit ratings, interest rates and the health or market perceptions of the drilling and overall oil and gas industry, regulatory uncertainty, and the global economy.
In addition, our safety record is a competitive advantage for us and if one or more incidents were to occur it could significantly affect this advantage. 15 Table of Contents Our drilling contracts may in certain instances be renegotiated, suspended or terminated without an early termination payment. ​ Most of our multi-well and term drilling contracts require that an early termination payment be made to us if a contract is terminated by the customer prior to its expiration.
In addition, our safety record is a competitive advantage for us and if one or more incidents were to occur it could significantly affect this advantage. ​ Our drilling contracts may in certain instances be renegotiated, suspended or terminated without an early termination payment. ​ Most of our multi-well and term drilling contracts require that an early termination payment be made to us if a contract is terminated by the customer prior to its expiration.
These operations are subject to various risks, including war, civil disturbances, labor strikes, nationalization, terrorist activity and governmental actions that may limit or disrupt markets, restrict the movement of funds or result in limits or restrictions in our ability to operate or compete, the deprivation of contractual rights or the taking of property without fair compensation, particularly in respect of contracts with state-owned oil companies.
These operations are subject to various risks, 16 Table of Contents including war, civil disturbances, labor strikes, nationalization, terrorist activity and governmental actions that may limit or disrupt markets, restrict the movement of funds or result in limits or restrictions in our ability to operate or compete, the deprivation of contractual rights or the taking of property without fair compensation, particularly in respect of contracts with state-owned oil companies.
In addition, weather conditions, governmental regulation (both in the United States and elsewhere) related to the development/production and use of oil and natural gas, levels of consumer demand for oil and natural gas, general and global economic conditions, oil and gas production levels by non-OPEC countries, decisions by oil and gas producers to continue producing oil and gas despite excess supply, the availability and demand for drilling equipment and pipeline capacity, availability and pricing of alternative energy sources, as well as governmental programs that incentivize the use of alternative energy, public perception of fossil fuel use and other factors beyond our control may also affect the supply of and demand for oil and natural gas, and thereby affect the price of oil and natural gas. ​ Lower oil and natural gas prices also could adversely affect our cash forecast models used to determine whether the carrying values of our long-lived assets exceed our future cash flows, which could result in future impairment to our long-lived assets.
In addition, weather conditions, governmental regulation (both in the United States and elsewhere) related to the development/production and use of oil and natural gas, levels of consumer demand for oil and natural gas, general and global economic conditions, oil and gas production levels by non-OPEC countries, decisions by oil and gas producers to continue producing oil and gas despite excess supply, the availability and demand for drilling equipment and pipeline capacity, availability and pricing of alternative energy sources, as well as governmental programs that incentivize the use of alternative energy, public perception and, more importantly institutional investors’ perceptions, of fossil fuel use and other factors beyond our control may also affect the supply of and demand for oil and natural gas, and thereby affect the price of oil and natural gas. ​ Lower oil and natural gas prices also could adversely affect our cash forecast models used to determine whether the carrying values of our long-lived assets exceed our future cash flows, which could result in future impairment to our long-lived assets.
The minimum guarantor value is defined to mean the percentage of book value of, minus depreciation and amortization on, property, plant and equipment owned by Nabors and its subsidiaries, that is directly or indirectly owned by the guarantors of the 2022 Credit Agreement (other than Nabors) and their wholly owned subsidiaries.
The minimum guarantor value is defined to mean the percentage of book value of, minus depreciation and amortization on, property, plant and equipment owned by Nabors and its subsidiaries, that is directly or indirectly owned by the guarantors of the 2024 Credit Agreement (other than Nabors) and their wholly owned subsidiaries.
There can be no assurances as to the future level of demand for our services or future conditions in the oil and natural gas and oilfield services industries. ​ Our customers and thereby our business and profitability could be adversely affected by low oil prices and/or turmoil in the global economy. ​ Changes in general economic and political conditions may negatively affect our business, financial condition, results of operations and cash flows.
There can be no assurances as to the future level of demand for our services or future conditions in the oil and natural gas and oilfield services industries. ​ 14 Table of Contents Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy. ​ Changes in general economic and political conditions may negatively affect our business, financial condition, results of operations and cash flows.
In addition, our ability to work with NOCs is subject to our ability to negotiate and agree upon acceptable contract terms. ​ 17 Table of Contents Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. ​ Our operating expense includes all direct and indirect costs associated with the operation, maintenance and support of our drilling and related equipment, many of which are not affected by changes in dayrates and some of which are not affected by utilization.
In addition, our ability to work with NOCs is subject to our ability to negotiate and agree upon acceptable contract terms. ​ Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. ​ Our operating expense includes all direct and indirect costs associated with the operation, maintenance and support of our drilling and related equipment, many of which are not affected by changes in dayrates and some of which are not affected by utilization.
As a service provider to energy companies in the fossil fuel 28 Table of Contents industry, if any of these efforts continue or increase, our ability to raise capital could be negatively affected, which could lead to a reduction in our stock price. ​ Similarly, there are calls by certain investors for companies to increase their ESG initiatives, and for more robust reporting on such initiatives.
As a service provider to energy companies in the fossil fuel industry, if any of these efforts continue or increase, our ability to raise capital could be negatively affected, which could lead to a reduction in our stock price. ​ Similarly, there are calls by certain investors for companies to increase their ESG initiatives, and for more robust reporting on such initiatives.
Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted. 18 Table of Contents ​ Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks. ​ We have developed, and will continue to develop and set, goals, targets, or other objectives related to sustainability matters.
Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted. ​ Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks. ​ We have developed, and will continue to develop and set, goals, targets, or other objectives related to sustainability matters.
We are also subject to complaints and allegations from former, current or prospective employees from time to time, alleging violations of employment-related laws or other whistle blower-related matters. Lawsuits or claims could result in decisions against us that could have an adverse effect on our financial condition or results of operations.
We are also subject to complaints and allegations from former, current or prospective employees from time to time, alleging violations of employment-related laws or other whistle blower-related matters. Lawsuits or claims could result in 26 Table of Contents decisions against us that could have an adverse effect on our financial condition or results of operations.
Accordingly, a decline in revenues due to lower dayrates and/or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on our business, financial condition and results of operations. ​ Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ​ We conduct some operations through joint ventures, from which we derived 24% of our operating revenue during 2023.
Accordingly, a decline in revenues due to lower dayrates or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on our business, financial condition and results of operations. ​ Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ​ We conduct some operations through joint ventures, from which we derived 28% of our operating revenue during 2024.
We may also have difficulty negotiating satisfactory terms for our technology services or may be unable to secure prices sufficient to obtain expected returns on our investment in the research and development of new technologies. ​ 21 Table of Contents Furthermore, we expect our competitors to continue to improve their own technology systems.
We may also have difficulty negotiating satisfactory terms for our technology services or may be unable to secure prices sufficient to obtain expected returns on our investment in the research and development of new technologies. ​ Furthermore, we expect our competitors to continue to improve their own technology systems.
Furthermore, if our equipment or proprietary technologies become obsolete, the value of our intellectual property may be reduced, or one or more technologies that we may implement in the future may not work as we expect and our business, financial condition, results of operations and reputation could be adversely affected as a result.
Furthermore, if our equipment or proprietary technologies become obsolete, the value of our intellectual property may be reduced, or one or more technologies that we may implement in the future may not work as we expect and our business, financial condition, results of operations and reputation could be 22 Table of Contents adversely affected as a result.
If a Section 382 limitation applies, the limitation could cause the Company’s U.S. federal income taxes to be greater, or to be 26 Table of Contents paid earlier, than they otherwise would be, and could cause a portion of the Company’s tax attributes to expire unused. Similar rules and limitations may apply for state income tax purposes.
If a Section 382 limitation applies, the limitation could cause the Company’s U.S. federal income taxes to be greater, or to be paid earlier, than they otherwise would be, and could cause a portion of the Company’s tax attributes to expire unused. Similar rules and limitations may apply for state income tax purposes.
If oil prices decrease and/or global economic conditions deteriorate, there could be a material adverse effect on the liquidity and operations of our 14 Table of Contents customers, vendors and other worldwide business partners, which in turn could have a material effect on our utilization, dayrates, results of operations and liquidity.
If oil prices decrease or global economic conditions deteriorate, there could be a material adverse effect on the liquidity and operations of our customers, vendors and other worldwide business partners, which in turn could have a material effect on our utilization, dayrates, results of operations and liquidity.
Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. ​ Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics, including COVID-19 and its’ various variants, and future adverse effects could be material and difficult to predict. ​ The global spread of the strain of coronavirus known as COVID-19 and its variants, which was declared a global pandemic by the World Health Organization on March 11, 2020, impacted our operations and the operations of our customers and suppliers.
Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. ​ 33 Table of Contents Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics and future adverse effects could be material and difficult to predict. ​ The global spread of the strain of coronavirus known as COVID-19 and its variants, which was declared a global pandemic by the World Health Organization on March 11, 2020, impacted our operations and the operations of our customers and suppliers.
We have recorded a deferred tax asset of $171.9 million for the Bermuda net operating losses generated from 2020 through 2023 with an offsetting valuation allowance of $171.9 million . ​ The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ As of December 31, 2023, the Company reported consolidated federal net operating loss (“NOL”) carryforwards of approximately $588.9 million and certain other favorable federal income tax attributes.
As of December 31, 2024, we have recorded a deferred tax asset of $206.9 million for the Bermuda net operating losses generated from 2020 through 2024 with an offsetting valuation allowance of $206.9 million . ​ The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ As of December 31, 2024, the Company reported consolidated federal net operating loss (“NOL”) carryforwards of approximately $599.5 million and certain other favorable federal income tax attributes.
However, more aggressive efforts by governments and non-governmental organizations to reduce GHG emissions appear likely, and any such future regulations could result in increased compliance costs, additional operating restrictions or affect the demand for our customers’ products and, accordingly, our services. ​ In addition, there have been efforts in recent years aimed at the investment community promoting the divestment of fossil fuel equities as well as to pressure lenders and other financial services companies to limit or curtail activities with companies engaged in the extraction of fossil fuel reserves.
However, more aggressive efforts by governments and non-governmental organizations to reduce GHG emissions, and related regulations could result in increased compliance costs, additional operating restrictions or affect the demand for our customers’ products and, accordingly, our services. ​ In addition, there have been efforts in recent years aimed at the investment community promoting the divestment of fossil fuel equities as well as to pressure lenders and other financial services companies to limit or curtail activities with companies engaged in the extraction of fossil fuel reserves.
In addition, 406,235 common shares were reserved for issuance pursuant to stock option and employee benefit plans, 3,937,641 shares are reserved for issuance upon exercise of outstanding warrants and 1,441,075 shares were reserved for issuance under the 1.75% senior exchangeable notes due 2029.
In addition, 489,629 common shares were reserved for issuance pursuant to stock option and employee benefit plans, 3,937,641 shares are reserved for issuance upon exercise of outstanding warrants and 1,441,075 shares were reserved for issuance under the 1.75% senior exchangeable notes due 2029.
Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand, in addition to significant shocks to regional and global economies such as the COVID-19 pandemic and regional and global conflicts, especially in significant oil-producing regions around the world.
Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand, in addition to significant shocks to regional and global economies such as pandemics and regional and global conflicts, especially in significant oil-producing regions around the world.
The interest coverage 19 Table of Contents ratio is defined to mean the ratio of (i) EBITDA for the latest four fiscal quarters for which financial statements are required to have been delivered to (ii) the interest expense for the latest four fiscal quarters for which financial statements are required to have been delivered.
The interest coverage ratio is defined to mean the ratio of (i) EBITDA for the latest four fiscal quarters for which financial statements are required to have been delivered to (ii) the interest expense for the latest four fiscal quarters for which financial statements are required to have been delivered.
As a result of the Bermuda CIT, the Company’s exemption from Bermuda corporate income taxes will cease in 2025. With the enactment of the Bermuda CIT in 2023, the Company underwent an analysis to determine the tax impacts to its consolidated financial statements for the year ended December 31, 2023.
As a result of the Bermuda CIT, the Company’s exemption from Bermuda corporate income taxes will cease in 2025. With the enactment of the Bermuda CIT in 2023, the Company underwent an analysis to determine the tax impacts to its consolidated financial statements.
Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense is incurred.
Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that 27 Table of Contents the expense is incurred.
In addition, issues with the global supply chain whether caused by the COVID-19 pandemic, the Ukraine/Russia conflict or other reasons could make it more difficult for our suppliers to meet our requirements in a timely manner, if at all, which could ultimately result in an adverse effect on our operations. ​ Our contracts with state-owned energy companies may expose us to greater risks than we normally assume in contracts with non-governmental customers. ​ We currently own and operate rigs and rig-related equipment under contracts with state-owned energy companies (“NOCs”).
In addition, issues with the global supply chain whether caused by the regional pandemics, conflicts or other events, incidents or other reasons could make it more difficult for our suppliers to meet our requirements in a timely manner, if at all, which could ultimately result in an adverse effect on our operations. ​ Our contracts with state-owned energy companies may expose us to greater risks than we normally assume in contracts with non-governmental customers. ​ We currently own and operate rigs and rig-related equipment under contracts with state-owned energy companies (“NOCs”).
We expect these inflationary pressures to continue to impact our margins and more generally, our business in 2024. As a result, the interest rates on our borrowings we are charged may be significantly higher than our interest rates in prior years, which increases our cost to operate our business.
We expect these inflationary pressures to continue to impact our margins and more generally, our business in 2025. 20 Table of Contents As a result, the interest rates on our borrowings we are charged may be significantly higher than our interest rates in prior years, which increases our cost to operate our business.
The Company’s ability to use its NOL carryforwards and other tax attributes will also depend on the amount of taxable income it generates in future periods. ​ Share Capital and Corporate Structure Risks ​ Significant issuances of common shares could adversely affect the market price of our common shares. ​ As of February 6, 2024, we had 32,000,000 authorized common shares, of which 10,633,331 shares were outstanding and entitled to vote, including 1,161,283 million held by our subsidiaries.
The Company’s ability to use its NOL carryforwards and other tax attributes will also depend on the amount of taxable income it generates in future periods. ​ 28 Table of Contents Share Capital and Corporate Structure Risks ​ Significant issuances of common shares could adversely affect the market price of our common shares. ​ As of February 7, 2025, we had 32,000,000 authorized common shares, of which 10,764,937 shares were outstanding and entitled to vote, including 1,161,283 common shares held by our subsidiaries.
If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to materially decline. ​ During 2023, our stock price on the NYSE ranged from a high of $190.90 per common share to a low of $75.64 per common share.
If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to materially decline. ​ During 2024, our stock price on the NYSE ranged from a high of $105.96 per common share to a low of $50.15 per common share.
There are no impacts to our consolidated financial statements for the year ended December 31, 2023. ​ On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025.
Pillar 2 did not have a material impact on our consolidated financial statements for the year ended December 31, 2024. ​ On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025.
As a result, the occurrence of a cyber incident could go unnoticed for a period time. ​ We do not presently maintain insurance coverage to protect against cybersecurity risks. If we procure such coverage in the future, we cannot ensure that it will be sufficient to cover any particular losses we may experience as a result of such cyberattacks.
As a result, the occurrence of a cyber incident could go unnoticed for a period time. ​ We presently maintain insurance coverage to protect against some types of cybersecurity risks; however there can be no assurance that it will be sufficient in scope or amount to cover any particular losses we may experience as a result of such cyberattacks.
During periods of reduced revenues and/or activity, certain of our fixed costs (such as depreciation) may not decline and often we may incur additional costs.
During periods of reduced revenues or activity, certain of our fixed costs (such as depreciation) may not decline and often we may incur additional costs. This risk could be exacerbated as a result of the Parker acquisition.
Such cyber incidents could have a material adverse effect on our business, financial condition and results of operations. ​ The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ​ The successful execution of our business strategies depends, in part, on the continued service of certain key executive officers and employees.
The extent to which our operating and financial results will continue to be affected will depend on various factors beyond our control. ​ The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ​ The successful execution of our business strategies depends, in part, on the continued service of certain key executive officers and employees.
In addition, in the event that NETC II is able to find a suitable business combination, or if the business combination is unsuccessful, there is no assurance that we will realize the anticipated value from such transaction. ​ Financial Risks ​ We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ​ In 2021, we recognized impairment charges of $60.5 million related to tangible assets and equipment.
There can be no assurance that NETC II will be able to consummate a merger with an appropriate business and, if so, of the success of the combined company after such a transaction. ​ Financial Risks ​ We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ​ In 2021, we recognized impairment charges of $60.5 million related to tangible assets and equipment.
The anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may not be fully realized, or may be realized more slowly than expected, and may result in operational and financial consequences, including, but not limited to, the loss of key customers, suppliers or employees, or the disposition of certain assets or operations, which may have an adverse effect on our business, financial condition and results of operations. ​ Decisions by internet service, cloud host service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ​ We utilize the internet to provide services and to promote our business and services to current and potential customers and to provide information and updates to our investors.
The anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may not be fully realized, or may be realized more slowly than expected, and may result in operational and financial consequences, including, but not limited to, the loss of key customers, suppliers or employees, or the disposition of certain assets or operations, which may have an adverse effect on our business, financial condition and results of operations.
Technology disputes involving us or our customers or supplying vendors could have a material adverse effect on our business, financial condition, cash flows and results of operations. ​ Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations. ​ Since our business depends on the level of activity in the oil and natural gas industry, any improvement in or new discoveries of alternative energy technologies that increase the effectiveness (economic or otherwise), use or availability of alternative forms of energy and reduce the demand for oil and natural gas could have a material adverse effect on our business, financial condition and results of operations. ​ 22 Table of Contents Legal and Regulatory Risks ​ Our international business exposes us to additional risks, including risks related to international laws and regulations, and compliance obligations under the Foreign Corrupt Practices Act and other applicable anti-corruption laws. ​ Our international business (including our participation in joint ventures, requirements for local content, and our global supply chain) is subject to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally.
Such cyber incidents could have a material adverse effect on our business, financial condition and results of operations. ​ Legal and Regulatory Risks ​ Our international business exposes us to additional risks, including risks related to international laws and regulations, and compliance obligations under the Foreign Corrupt Practices Act and other applicable anti-corruption laws. ​ Our international business (including our participation in joint ventures, requirements for local content, and our global supply chain) is subject to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally.
If future cash flow estimates, based upon information available to management at the time, including oil and gas prices and expected utilization levels, indicate that the carrying value of any of our rigs may not be recoverable or if we sell assets for less than their then carrying value, we may recognize additional impairment charges on our fleet, which could adversely affect our business, financial condition, results of operations and cash flows. ​ Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ​ The 2022 Credit Agreement (as defined) is secured with a first lien security interest on all land drilling rigs and related equipment, spare parts and inventory in the contiguous United States.
If future cash flow estimates, based upon information available to management at the time, including oil and gas prices and expected utilization levels, indicate that the carrying value of any of our rigs may not be recoverable or if we sell assets for less than their then carrying value, we may recognize additional impairment charges on our fleet, which could adversely affect our business, financial condition, results of operations and cash flows. ​ Similar considerations exist with respect to our non-controlled equity investments.
The loss of key executive officers and/or our inability to retain or attract experienced technical professionals and talented personnel, could reduce our competitiveness and harm prospects for future success, which may adversely affect our business, financial condition and results of operations. ​
The loss of key executive officers and/or our inability to retain or attract experienced technical professionals and talented personnel, could reduce our competitiveness and harm prospects for future success, which may adversely affect our business, financial condition and results of operations. ​ Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility. ​ Certain of our international employees are unionized, and efforts may be made from time to time to unionize other portions of our workforce.
See “Item 3—Legal Proceedings” for a discussion of certain existing legal proceedings. ​ Our business may be affected by changes in applicable sanctions or export controls laws and regulations, including those targeting Russia. ​ Our international operations expose us to compliance obligations and risks under applicable economic sanctions, export controls and trade embargoes, such as those imposed, administered and enforced by the United States and the United Kingdom and other relevant sanctions authorities (collectively, “Sanctions”).
Similarly, significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial statements. ​ Our international operations expose us to compliance obligations and risks under applicable economic sanctions, export controls and trade embargoes, such as those imposed, administered and enforced by the United States and the United Kingdom and other relevant sanctions authorities (collectively, “Sanctions”).
If subsidiaries are unable to distribute or otherwise make payments to us, we may not be able to pay interest or principal on obligations when due, and we cannot assure you that we will be able to obtain the necessary funds from other sources. ​ General Risks ​ Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirement, and our operations, which could negatively affect our stock price. ​ Regulators, investor advocacy groups, investment funds, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) matters and have placed increasing importance on the non-financial impacts of their investments.
Despite our efforts, the results of our due diligence may have not been complete and accurate or, even if complete and accurate, may have not been sufficient to identify all relevant facts, which could prevent us from realizing the anticipated benefits we expect to achieve as a result of the Merger with Parker and the business and results of operations of the combined company could be adversely affected. ​ General Risks ​ Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirement, and our operations, which could negatively affect our stock price. ​ Regulators, investor advocacy groups, investment funds, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) matters and have placed increasing importance on the non-financial impacts of their investments.
The interest coverage ratio and the minimum guarantor value requirement are not measures of operating performance or liquidity defined by U.S. GAAP and may not be comparable to similarly titled measures presented by other companies. ​ As of December 31, 2023, our consolidated total outstanding indebtedness was $3.1 billion.
The interest coverage ratio and the minimum guarantor value requirement are not measures of operating performance or liquidity defined by U.S. GAAP and may not be comparable to similarly titled measures presented by other companies. The 2024 Credit Agreement also carries negative covenants customary for such a facility.
In November 2021, the EPA proposed new rules aimed at sharply reducing methane and other emissions from new and existing sources in the oil and gas industry.
In November 2021, the EPA proposed new rules aimed at sharply reducing methane and other emissions from new and existing sources in the oil and gas industry. The Bureau of Land Management also issued a rule in November 2016 requiring reductions in methane emissions from venting, flaring, and leaking activities on public lands.
Stronger GHG emission targets were set at the Conference of Parties in Glasgow (“COP 26”) in November 2021 and were reaffirmed at the Conference of Parties in Dubai (“COP 28”) in December 2023. ​ It is not possible to predict the timing and effect of climate change or whether additional GHG regulations will be adopted.
Stronger GHG emission targets were set at the Conference of Parties in Glasgow (“COP 26”) in November 2021 and were reaffirmed at the Conference of Parties in Dubai (“COP 28”) in December 2023 and the Conference of Parties in Baku (“COP 29”) in November 2024.
We expect to continue facing upward pressure in our insurance renewals, our premiums and deductibles may be higher, and some insurance coverage may either be unavailable or more expensive than it has been in the past. Moreover, our insurance coverage generally provides that we assume a portion of the risk in the form of a deductible or self-insured retention.
Even if available, insurance may be inadequate or insurance premiums or other costs may increase significantly in the future, making insurance prohibitively expensive. 15 Table of Contents We expect to continue facing upward pressure in our insurance renewals, our premiums and deductibles may be higher, and some insurance coverage may either be unavailable or more expensive than it has been in the past.
A violation of Sanctions could result in severe criminal or civil penalties and reputational harm, which could separately adversely affect our business and results of operations. 25 Table of Contents ​ We may be subject to changes in tax laws and have additional tax liabilities. ​ We operate through various subsidiaries in numerous countries throughout the world.
This could cause our business and financial results to suffer. ​ We may be subject to changes in tax laws and have additional tax liabilities. ​ We operate through various subsidiaries in numerous countries throughout the world.
In addition, insurance may not be available to cover certain risks, including war and political risks. Even if available, insurance may be inadequate or insurance premiums or other costs may increase significantly in the future, making insurance prohibitively expensive.
In addition, insurance may not be available to cover certain risks, including war and political risks.
In addition, the 2022 Credit Agreement bears interest at a floating rate and, to the extent we have borrowing outstanding under the facility, the borrowing will bear interest at increased rates compared to our historical rates.
There can be no assurances that the Federal Reserve will continue to decrease interest rates or that it will maintain current interest rates. Our 2024 Credit Agreement bears interest at a floating rate. Consequently, to the extent we have borrowings outstanding under the facility, the borrowings will bear interest at increased rates compared to our historical rates.
We are also required to maintain a “minimum guarantor value” of no less than 90% at all times.
As of December 31, 2024, we had no borrowings under this facility. Under the facility, we are required to maintain an “interest coverage ratio” of no less than 2.75:1.00. We are also required to maintain a “minimum guarantor value” of no less than 90% at all times.
In 2023, inflationary pressures, supply chain constraints and generally improved economic conditions increased our costs for commodities, labor, energy and other components necessary to operate our business. Throughout 2022 and 2023, in an effort to combat inflation, central banks throughout the world have raised, and may further raise, interest rates in response to concerns about inflation.
Throughout 2022 and 2023, in an effort to combat inflation, central banks throughout the world have raised, and may further raise, interest rates in response to concerns about inflation. While the global inflation rate stabilized in 2023 and 2024 and, in some cased, declined and inflationary pressures eased in 2024, we cannot be sure that this trend will continue.
The extent to which our operating and financial results will continue to be affected will depend on various factors beyond our control. ​ Our business is subject to cybersecurity risks. ​ Our operations are increasingly dependent on information technologies and services, whether such systems are our own or those of our vendors, service providers or customers.
Technology disputes involving us or our customers or supplying vendors could have a material adverse effect on our business, financial condition, cash flows and results of operations. ​ Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations. ​ Since our business depends on the level of activity in the oil and natural gas industry, any improvement in or new discoveries of alternative energy technologies that increase the effectiveness (economic or otherwise), use or availability of alternative forms of energy and reduce the demand for oil and natural gas could have a material adverse effect on our business, financial condition and results of operations. ​ Our business is subject to cybersecurity risks. ​ Our operations are increasingly dependent on information technologies and services, whether such systems are our own or those of our vendors, service providers or customers.
Removed
As of December 31, 2023, we had no borrowings under this facility.
Added
Violations of these laws could have a negative effect on our business. ● Changes to or noncompliance with laws and regulations regarding environmental matters or exposure to environmental liabilities could adversely affect our results of operations. ● The physical effects of climate change and the regulation of greenhouse gas emissions could have a negative effect on our business. ● We are subject to complex and evolving laws and regulations regarding data privacy and security. ● Legal proceedings and governmental investigations could affect our financial condition and results of operations. ● Our business may be affected by changes in applicable sanctions or export controls laws and regulations, including those targeting Russia.
Removed
Under the facility, we are required to maintain an “interest coverage ratio” of no less than 2.50:1.00 as of the last day of the fiscal quarter ending December 31, 2023, with such ratio periodically increasing in increments of 0.125:1.00 to a minimum interest coverage ratio of 2.75:1.00 as of the fiscal quarter ending June 30, 2024.
Added
Moreover, our insurance coverage generally provides that we assume a portion of the risk in the form of a deductible or self-insured retention.
Removed
We also have various financial commitments, such as leases, contracts and purchase commitments.
Added
See “Risks Related to Our Merger with Parker Drilling Company— The failure to integrate successfully the businesses of Nabors and Parker or to effectively managed the consolidated company post-Merger could adversely affect the combined company’s future results.” ​ 18 Table of Contents Decisions by internet service, cloud host service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ​ We utilize the internet to provide services and to promote our business and services to current and potential customers and to provide information and updates to our investors.
Removed
The Bureau of Land Management also issued a rule in November 2016 requiring reductions in methane emissions from venting, flaring, and leaking activities on public lands. ​ The United States is a member of the Paris Agreement, a climate accord reached at the Conference of the Parties (“COP 21”) in Paris, that set many new goals, and many related policies are still emerging.
Added
In addition, in the event that NETC II is able to find a suitable business combination, or if the business 19 Table of Contents combination is unsuccessful, there is no assurance that we will realize the anticipated value from such transaction.
Removed
The Paris Agreement requires set GHG emission reduction goals every five years beginning in 2020.

… 44 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−0 removed13 unchanged
Biggest changeThe Enterprise Incident Response Team oversees and establishes the parameters of our engagement with these experts to ensure we obtain the supplement assistance needed in this area, if any. See Part I, Item 1A.—Risk Factors— Our business is subject to cybersecurity risks. ​
Biggest changeThe Enterprise Incident Response Team oversees and establishes the parameters of our engagement with these experts to ensure we obtain the supplement assistance needed in this area, if any. ​ Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and we do not believe that such risks are reasonably likely to have such an effect over the long term.
Our Senior Director of Cybersecurity reports to our Vice President of Information Technology and is responsible for the operation of our cybersecurity program and management of our cybersecurity team.
Our Senior Director of Cybersecurity Governance reports to our Vice President of Information Technology and is responsible for the operation of our cybersecurity program and management of our cybersecurity team.
Additionally, we evaluate our controls environment annually using other relevant standards like Oil and Natural Gas Subsector Cybersecurity Capability Maturity Model. ​ We engage subject matter experts such as consultants to assist us in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
Additionally, we evaluate our controls environment annually using other relevant standards like Oil and Natural Gas Subsector Cybersecurity Capability Maturity Model. ​ 35 Table of Contents We engage subject matter experts such as consultants to assist us in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
Our Senior Director of Cybersecurity has over 10 years of experience in the cybersecurity field including experience with risk assessments, implementing of industry-leading security tools, conducting security reviews of system implementations and cyber risk management strategies. ​ The Technology and Safety Committee of the Board of Directors reviews the integrity of information technology systems, including the potential for cybersecurity threats.
Our Senior Director of Cybersecurity Governance has over 15 years of experience in the cybersecurity field including experience with risk assessments, implementing of industry-leading security tools, conducting security reviews of system implementations and cyber risk management strategies. ​ The Technology and Safety Committee of the Board of Directors reviews the integrity of information technology systems, including the potential for cybersecurity threats.
These cybersecurity drills are performed both in-house and by third-party service providers. We use automated tools that monitor, detect, and prevent cybersecurity risks and have a security operations center that operates 24 hours a day to 31 Table of Contents alert us to any potential cybersecurity threats.
These cybersecurity drills are performed both in-house and by third-party service providers. We use automated tools that monitor, detect, and prevent cybersecurity risks and have a security operations center that operates 24 hours a day to alert us to any potential cybersecurity threats.
Such attacks have become more and more sophisticated over time, especially as threat actors have become increasingly well-funded by, or themselves include, governmental actors, organized crime and hackers with significant means.
Such attacks have become more and more sophisticated over time, especially as threat actors have become increasingly well-funded by, or themselves include, governmental actors, organized crime and hackers with 34 Table of Contents significant means.
Our Enterprise Risk Management Committee receives reports on the Company’s cybersecurity program and developments from our Vice President of Information Technology and reports to the Company’s Board of Directors at each of the regularly scheduled quarterly meetings.
Our Enterprise Risk Management Committee and our Vice President of Information Technology report to the Company’s Board of Directors at each of the regularly scheduled quarterly meetings.
The Risk Oversight Committee of our Board has direct oversight of our management of cybersecurity risks. ​ The Board’s active engagement in the oversight of our cybersecurity program includes: ​ 1.
The Risk Oversight Committee of our Board has direct oversight of our management of cybersecurity risks. ​ The Board’s active engagement in the oversight of our cybersecurity program includes: ​ 1. Our Enterprise Risk Management Committee receives reports on the Company’s cybersecurity program and developments from our Vice President of Information Technology.
Added
While we have not experienced any material cybersecurity threats or incidents, there can be no guarantee that we will not be the subject of future successful attacks, threats or incidents. See Part I, Item 1A.—Risk Factors— Our business is subject to cybersecurity risks. ​

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeOur principal physical properties are drilling rigs, which are more fully described in Part I, Item 1.—Business. ​ Many of the international drilling rigs and some of the Alaska rigs in our fleet are supported by mobile camps which house the drilling crews and a significant inventory of spare parts and supplies.
Biggest changeOur principal physical properties are drilling rigs, which are more fully described in Part I, Item 1.—Business. ​ Many of the international drilling rigs and some of the Alaska rigs in our fleet are supported by mobile camps that house the drilling crews and a significant inventory of spare parts and supplies.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed4 unchanged
Biggest changeSee Note 15—Commitments and Contingencies in Part II, Item 8.—Financial Statements and Supplementary Data for a description of such proceedings. ​ ITEM 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​ 32 Table of Contents PART II ​
Biggest changeSee Note 14—Commitments and Contingencies in Part II, Item 8.—Financial Statements and Supplementary Data for a description of such proceedings. ​ ITEM 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​ PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed6 unchanged
Biggest changeTotal return assumes $100 invested on December 31, 2018 in shares of Nabors and in the aforementioned indices noted above assuming reinvestment of dividends at the end of each calendar year, presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2018 2019 2020 2021 2022 2023 Nabors Industries Ltd. 100 146 61 84 161 85 S&P 500 Index 100 131 156 200 164 207 S&P SmallCap 600 Index 100 123 137 173 145 169 Russell 3000 Index 100 131 158 199 161 203 Dow Jones Oil Equipment and Services Index ​ 100 108 66 82 136 140 ​ The foregoing graph is based on historical data and is not necessarily indicative of future performance.
Biggest changeTotal return assumes $100 invested on December 31, 2019 in shares of Nabors and in the aforementioned indices noted above assuming reinvestment of dividends at the end of each calendar year, presented in the table below. 37 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2019 2020 2021 2022 2023 2024 Nabors Industries Ltd. 100 41 58 110 58 41 S&P 500 Index 100 118 152 125 158 197 S&P SmallCap 600 Index 100 111 141 118 137 149 Russell 3000 Index 100 121 152 123 155 191 Dow Jones Oil Equipment and Services Index ​ 100 61 76 126 129 113 ​ The foregoing graph is based on historical data and is not necessarily indicative of future performance.
Through December 31, 2023, we had repurchased 0.3 million of our common shares for an aggregate purchase price of approximately $121.1 million under this program. As of December 31, 2023, we had approximately $278.9 million that remained authorized under the program that may be used to repurchase shares.
Through December 31, 2024, we had repurchased 0.3 million of our common shares for an aggregate purchase price of approximately $121.1 million under this program. As of December 31, 2024, we had approximately $278.9 million that remained authorized under the program that may be used to repurchase shares.
This graph shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to Regulations 14A or 14C under the Exchange Act or to the liabilities of Section 18 under the Exchange Act. ​ Related Shareholder Matters ​ Bermuda has exchange controls which apply to residents in respect of the Bermuda dollar.
This graph shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to Regulations 14A or 14C under the Exchange Act or to the liabilities of Section 18 under the Exchange Act. ​ Related Shareholder Matters ​ Bermuda has exchange controls that apply to residents in respect of the Bermuda dollar.
On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025. ​ ITEM 6. [Reserved] ​ Removed and reserved. ​
On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda 38 Table of Contents CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025. ​ ITEM 6. [Reserved] ​ Removed and reserved. ​
Pursuant to our non-resident status, there are no Bermuda restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to non-residents who are holders of our common shares in all other currencies, including currency of the United States. 34 Table of Contents ​ There is no reciprocal tax treaty between Bermuda and the United States.
Pursuant to our non-resident status, there are no Bermuda restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to non-residents who are holders of our common shares in all other currencies, including currency of the United States. ​ There is no reciprocal tax treaty between Bermuda and the United States.
As of December 31, 2023, our subsidiaries held 1.2 million of our common shares. 33 Table of Contents Performance Graph ​ The following graph illustrates comparisons of five-year cumulative total returns among Nabors, the S&P 500 Index, S&P SmallCap 600 Index, Russell 3000 Index and Dow Jones Oil Equipment and Services Index. We present all these indices.
As of December 31, 2024, our subsidiaries held 1.2 million of our common shares. ​ Performance Graph ​ The following graph illustrates comparisons of five-year cumulative total returns among Nabors, the S&P 500 Index, S&P SmallCap 600 Index, Russell 3000 Index and Dow Jones Oil Equipment and Services Index. We present all these indices.
Our warrants are publicly traded on OTC Markets (“OTC”) under the symbol “NBRWF”. ​ On February 6, 2024, the closing price of our common shares as reported on the NYSE was $81.28. ​ Holders. ​ On February 6, 2024, there were approximately 1,641 shareholders of record of our common shares. ​ Dividends. ​ The declaration and payment of future dividends will be at the discretion of the Board and will depend, among other things, on future earnings, general financial condition and liquidity, success in business activities, capital requirements and general business conditions in addition to legal requirements. ​ See Part I, Item 1A.—Risk Factors— As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ Issuer Purchases of Equity Securities. ​ The following table provides information relating to our repurchase of common shares during the three months ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximated ​ ​ ​ ​ ​ ​ ​ Total Number ​ Dollar Value of ​ ​ ​ ​ ​ ​ ​ of Shares ​ Shares that May ​ ​ Total ​ Average ​ Purchased as ​ Yet Be ​ ​ Number of ​ Price ​ Part of Publicly ​ Purchased Period ​ Shares ​ Paid per ​ Announced ​ Under the (In thousands, except per share amounts) Repurchased Share (1) Program Program (2) October 1 - October 31 — ​ $ 122.11 — 278,914 ​ November 1 - November 30 — ​ $ 92.65 — 278,914 ​ December 1 - December 31 — ​ $ 86.82 — 278,914 ​ (1) Shares were withheld from employees and directors to satisfy certain tax withholding obligations due in connection with grants of shares under our Amended and Restated 2016 Stock Plan.
Our warrants are publicly traded on OTC Markets (“OTC”) under the symbol “NBRWF”. ​ 36 Table of Contents On February 7, 2025, the closing price of our common shares as reported on the NYSE was $52.07. ​ Holders. ​ On February 7, 2025, there were approximately 1,622 shareholders of record of our common shares. ​ Dividends. ​ The declaration and payment of future dividends will be at the discretion of the Board and will depend on, among other things, future earnings, general financial condition and liquidity, success in business activities, capital requirements and general business conditions in addition to legal requirements. ​ See Part I, Item 1A.—Risk Factors— As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ Issuer Purchases of Equity Securities. ​ The following table provides information relating to our repurchase of common shares during the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximated ​ ​ ​ ​ ​ ​ ​ Total Number ​ Dollar Value of ​ ​ ​ ​ ​ ​ ​ of Shares ​ Shares that May ​ ​ Total ​ Average ​ Purchased as ​ Yet Be ​ ​ Number of ​ Price ​ Part of Publicly ​ Purchased Period ​ Shares ​ Paid per ​ Announced ​ Under the (In thousands, except per share amounts) Repurchased Share (1) Program Program (2) October 1 - October 31 — ​ $ 76.28 — 278,914 ​ November 1 - November 30 — ​ $ — — 278,914 ​ December 1 - December 31 — ​ $ 73.43 — 278,914 ​ (1) Shares were withheld from employees and directors to satisfy certain tax withholding obligations due in connection with grants of shares under our Amended and Restated 2016 Stock Plan.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 6. [ Reserved] ​ 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 46 Item 8. Financial Statements and Supplementary Data ​ 49
Biggest changeItem 6. [ Reserved] ​ 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 49 Item 8. Financial Statements and Supplementary Data ​ 51

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

56 edited+24 added−36 removed43 unchanged
Biggest changeDrilling ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ ​ ​ $ 1,207,629 ​ $ 1,100,614 ​ $ 107,015 10 % ​ Adjusted operating income (loss) (1) ​ ​ ​ $ 262,353 ​ $ 108,506 ​ $ 153,847 142 % ​ Average rigs working (2) ​ ​ ​ 86.3 ​ 97.2 ​ (10.9) (11) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ ​ ​ $ 1,345,249 ​ $ 1,199,282 ​ $ 145,967 12 % ​ Adjusted operating income (loss) (1) ​ ​ ​ $ 40,868 ​ $ (879) ​ $ 41,747 n/m (3) ​ ​ Average rigs working (2) ​ ​ ​ 77.6 ​ 74.2 ​ 3.4 5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Drilling Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ ​ ​ $ 301,757 ​ $ 243,349 ​ $ 58,408 24 % ​ Adjusted operating income (loss) (1) ​ ​ ​ $ 110,957 ​ $ 77,868 ​ $ 33,089 42 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rig Technologies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ ​ ​ $ 242,768 ​ $ 195,129 ​ $ 47,639 24 % ​ Adjusted operating income (loss) (1) ​ ​ ​ $ 19,529 ​ $ 8,906 ​ $ 10,623 119 % ​ (1) Adjusted operating income (loss) is our measure of segment profit and loss.
Biggest changeDrilling ​ ​ ​ Operating revenues $ 1,028,122 ​ $ 1,207,629 ​ $ (179,507) (15) % Adjusted operating income (loss) (1) $ 176,281 ​ $ 262,353 ​ $ (86,072) (33) % Average rigs working (2) 75.1 ​ 86.3 ​ (11.2) (13) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 1,446,092 ​ $ 1,345,249 ​ $ 100,843 7 % Adjusted operating income (loss) (1) $ 107,858 ​ $ 40,868 ​ $ 66,990 164 % Average rigs working (2) 83.7 ​ 77.6 ​ 6.1 8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Drilling Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 314,071 ​ $ 301,757 ​ $ 12,314 4 % Adjusted operating income (loss) (1) $ 112,387 ​ $ 110,957 ​ $ 1,430 1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rig Technologies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 201,677 ​ $ 242,768 ​ $ (41,091) (17) % Adjusted operating income (loss) (1) $ 20,243 ​ $ 19,529 ​ $ 714 4 % (1) Adjusted operating income (loss) is our measure of segment profit and loss.
Additionally, the Company is subject to certain covenants (which are subject to certain exceptions) and include, among others, (a) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million), (b) a covenant restricting our ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness, and (c) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower basket of up to $100.0 million).
Additionally, the Company is subject to certain covenants (which are subject to certain exceptions) and include, among others, (a) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million, among other exceptions), (b) a covenant restricting its ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness, and (c) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower debt basket of up to $100.0 million).
By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower carbon world. ​ Outlook ​ The demand for our services and products is a function of the level of spending by oil and gas companies for exploration, development and production activities.
By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower carbon world. ​ Outlook ​ The demand for our services and products is a function of spending by oil and gas companies for exploration, development and production activities.
As the determination of whether impairment charges should be recorded on our long-lived assets is subject to significant management judgment, and an impairment of these assets could result in a 44 Table of Contents material charge on our consolidated statements of income (loss), management believes that accounting estimates related to impairment of long-lived assets are critical. ​ Assumptions in the determination of future cash flows are made with the involvement of management personnel at the operational level where the most specific knowledge of market conditions and other operating factors exists.
As the determination of whether impairment charges should be recorded on our long-lived assets is subject to significant management judgment, and an impairment of these assets could result in a material charge on our consolidated statements of income (loss), management believes that accounting estimates related to impairment of long-lived assets are critical. ​ Assumptions in the determination of future cash flows are made with the involvement of management personnel at the operational level where the most specific knowledge of market conditions and other operating factors exists.
During 2023, $54.7 million of the gain was from mark-to-market gains related to the common share warrants and $25.3 million was from gains on debt repurchases. This gain was offset by $37.3 million in foreign currency losses, $26.5 million for litigation reserves and $13.9 million from loss on sale of assets.
In comparison, during 2023, $54.7 million of the gain was from mark-to-market gains related to the common share warrants and $25.3 million was from gains on debt repurchases. The 2023 gain was offset by $37.3 million in foreign currency losses, $26.5 million for litigation reserves and $13.9 million from loss on sale of assets.
See Note 20—Leases in Part II, Item 8.—Financial Statements and Supplementary Data for additional details. ​ We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities, both in open-market purchases, privately negotiated transactions or otherwise.
See Note 19—Leases in Part II, Item 8.—Financial Statements and Supplementary Data for additional details. ​ We may from time to time seek to retire or purchase our outstanding debt through cash purchases or exchanges for equity or debt securities, both in open-market purchases, privately negotiated transactions or otherwise.
Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our 2023 and 2022 cash flows below. ​ Operating Activities.
Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our 2024 and 2023 cash flows below. ​ Operating Activities.
Management considers an accounting estimate to be critical if: ​ ● it requires assumptions to be made that were uncertain at the time the estimate was made; and ​ ● changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated financial position or results of operations. ​ For a summary of all our significant accounting policies, see Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Depreciation of Property, Plant and Equipment.
Management considers an accounting estimate to be critical if: ​ ● it requires assumptions to be made that were uncertain at the time the estimate was made; and ​ ● changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated financial position or results of operations. ​ 46 Table of Contents For a summary of all our significant accounting policies, see Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Depreciation of Property, Plant and Equipment.
Accordingly, for the years ended December 31, 2023, 2022 and 2021, no significant changes have been made to the depreciation rates applied to property, plant and equipment, the underlying assumptions related to estimates of depreciation, or the methodology applied. However, certain events could occur that would materially affect our estimates and assumptions related to depreciation.
Accordingly, for the years ended December 31, 2024, 2023 and 2022, no significant changes have been made to the depreciation rates applied to property, plant and equipment, the underlying assumptions related to estimates of depreciation, or the methodology applied. However, certain events could occur that would materially affect our estimates and assumptions related to depreciation.
See Note 18 – Segment Information to the consolidated financial statements included in Item 8 of the report. ​ (2) Represents a measure of the average number of rigs operating during a given period. For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter.
See Note 17 – Segment Information to the consolidated financial statements included in Item 8 of the report. ​ (2) Represents a measure of the average number of rigs operating during a given period. For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter.
For 2023, 2022 and 2021, no significant changes have been made to the methodology utilized to determine future cash flows. ​ For an asset classified as held for sale, we consider the asset impaired when its carrying amount exceeds fair value less its cost to sell.
For 2024, 2023 and 2022, no significant changes have been made to the methodology utilized to determine future cash flows. ​ For an asset classified as held for sale, we consider the asset impaired when its carrying amount exceeds fair value less its cost to sell.
If we fail to perform our obligations under the covenants, the revolving credit commitments under the 2022 Credit Agreement could be terminated, and any outstanding borrowings under the facilities could be declared immediately due and payable.
If we fail to perform our obligations under the covenants, the revolving credit commitments under the 2024 Credit Agreement could be terminated, and any outstanding borrowings under the facilities could be declared immediately due and payable.
Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions. ​ 45 Table of Contents Applicable income and withholding taxes have not been provided on undistributed earnings of our subsidiaries.
Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions. ​ Applicable income and withholding taxes have not been provided on undistributed earnings of our subsidiaries.
These loss estimates and accruals recorded in our financial statements for claims have historically been reasonable in light of the actual amount of claims paid. ​ Because the determination of our liability for self-insured claims is subject to significant management judgment and in certain instances is based on actuarially estimated and calculated amounts, and because such liabilities could be material in nature, management believes that accounting estimates related to self-insurance reserves are critical. ​ During 2023, 2022 and 2021, no significant changes were made to the methodology used to estimate insurance reserves.
These loss estimates and accruals recorded in our financial statements for claims have historically been reasonable in light of the actual amount of claims paid. ​ Because the determination of our liability for self-insured claims is subject to significant management judgment and in certain instances is based on actuarially estimated and calculated amounts, and because such liabilities could be material in nature, management believes that accounting estimates related to self-insurance reserves are critical. ​ 48 Table of Contents During 2024, 2023 and 2022, no significant changes were made to the methodology used to estimate insurance reserves.
We expect to remain in compliance with all covenants under the 2022 Credit Agreement during the twelve-month period following the date of this report based on 39 Table of Contents our current operational and financial projections. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect.
We expect to remain in compliance with all covenants under the 2024 Credit Agreement during the twelve-month period following the date of this report based on our current operational and financial projections. However, we can make no assurance of continued compliance if our 43 Table of Contents current projections or material underlying assumptions prove to be incorrect.
We analyze our estimates based on our historical experience and various other assumptions that we believe to be reasonable under the circumstances. However, actual results could differ from our 43 Table of Contents estimates. The following is a discussion of our critical accounting estimates.
We analyze our estimates based on our historical experience and various other assumptions that we believe to be reasonable under the circumstances. However, actual results could differ from our estimates. The following is a discussion of our critical accounting estimates.
This was due to the increase in activity across our business in 2023 compared to 2022. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are significant factors affecting operating cash flows and can be volatile in periods of increasing or decreasing activity levels.
This was due to the decrease in activity across our business in 2024 compared to 2023. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are significant factors affecting operating cash flows and can be volatile in periods of increasing or decreasing activity levels.
We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. ​ Audit claims of approximately $144.9 million attributable to income tax have been assessed against us.
We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. ​ Audit claims of approximately $122.3 million attributable to income tax have been assessed against us.
See Part I, Item 1A.—Risk Factors— A downgrade in our credit rating could negatively impact our cost of and ability to access capital markets or other financing sources. ​ We had 8 letter-of-credit facilities with various banks outstanding as of December 31, 2023.
See Part I, Item 1A.—Risk Factors— A downgrade in our credit rating could negatively impact our cost of and ability to access capital markets or other financing sources. ​ We had seven letter-of-credit facilities with various banks outstanding as of December 31, 2024.
A reconciliation of adjusted operating income to net income (loss) from continuing operations before income taxes can be found in Note 18—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data. ​ 37 Table of Contents The following tables set forth certain information with respect to our reportable segments and rig activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/(Decrease) ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2023 to 2022 ​ ​ ​ ​ ​ (In thousands, except percentages and rig activity) U.S.
A reconciliation of adjusted operating income to net income (loss) from continuing operations before income taxes can be found in Note 17—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data. ​ 41 Table of Contents The following tables set forth certain information with respect to our reportable segments and rig activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/(Decrease) ​ 2024 ​ 2023 ​ 2024 to 2023 ​ ​ (In thousands, except percentages and rig activity) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S.
In addition, securities analysts and investors use this measure as one of the metrics on which they analyze our performance. Adjusted operating income (loss) represents income (loss) from continuing operations before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges and other, net.
In addition, securities analysts and investors use this measure as one of the metrics on which they analyze our performance. Adjusted operating income (loss) represents income (loss) before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), and other, net.
The drilling and drilling services industries are very capital intensive. Property, plant and equipment represented 55% of our total assets as of December 31, 2023, and depreciation and amortization constituted 22% of our total costs and other deductions in 2023. ​ Depreciation for our primary operating assets, drilling rigs, is calculated based on the units-of-production method.
The drilling and drilling services industries are very capital intensive. Property, plant and equipment represented 63% of our total assets as of December 31, 2024, and depreciation and amortization constituted 21% of our total costs and other deductions in 2024. ​ Depreciation for our primary operating assets, drilling rigs, is calculated based on the units-of-production method.
A sustained period of highly depressed oil and natural gas prices could have a significant effect on our customers’ capital expenditure spending and therefore our operations, cash flows and liquidity. ​ Purchase commitments outstanding on December 31, 2023 totaled approximately $351.4 million, primarily for rig-related enhancements, sustaining capital expenditures, operating expenses, and purchases of inventory. $336.5 million of the outstanding commitments are expected to be paid in 2024.
A sustained period of highly depressed oil and natural gas prices could have a significant effect on our customers’ capital expenditure spending and therefore our operations, cash flows and liquidity. ​ Purchase commitments outstanding on December 31, 2024 totaled approximately $323.8 million, primarily for rig-related enhancements, sustaining capital expenditures, operating expenses, and purchases of inventory. $323.6 million of the outstanding commitments are expected to be paid in 2025.
The maximum purchase commitment of the Purchasers under the A/R Agreements is approximately $250.0 million and the amount of receivables purchased by the third-party Purchasers as of December 31, 2023 was $145.0 million. 40 Table of Contents ​ The originators, Nabors Delaware, the SPE, and the Company provide representations, warranties, covenants and indemnities under the A/R Agreements and the Indemnification Guarantee.
The maximum purchase commitment of the Purchasers under the A/R Agreements is $250.0 million and the amount of receivables purchased by the third-party Purchasers as of December 31, 2024 was $130.0 million. ​ The originators, Nabors Delaware, the SPE, and the Company provide representations, warranties, covenants and indemnities under the A/R Agreements and the Indemnification Guarantee.
(see Note 12 — Shareholders’ Equity in Part II, Item 8.—Financial Statements and Supplementary Data for discussion of the common stock warrants). ​ Income taxes ​ Our worldwide income tax expense for 2023 was $79.2 million compared to $61.5 million for 2022.
(See Note 11 — Shareholders’ Equity in Part II, Item 8.—Financial Statements and Supplementary Data for discussion of the common stock warrants). ​ Income taxes ​ Our worldwide income tax expense for 2024 was $56.9 million compared to $79.2 million for 2023.
Availability under these facilities was as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 ​ ​ (In thousands) Credit available ​ $ 313,667 ​ Less: Letters of credit outstanding, inclusive of financial and performance guarantees ​ 114,937 ​ Remaining availability ​ $ 198,730 ​ ​ We are a holding company and therefore rely exclusively on repayments of interest and principal on intercompany loans that we have made to our operating subsidiaries and income from dividends and other cash flows from our operating subsidiaries.
Availability under these facilities was as follows: ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ ​ (In thousands) Credit available ​ $ 303,667 Less: Letters of credit outstanding, inclusive of financial and performance guarantees ​ 129,523 Remaining availability ​ $ 174,144 ​ We are a holding company and therefore rely exclusively on repayments of interest and principal on intercompany loans that we have made to our operating subsidiaries and income from dividends and other cash flows from our operating subsidiaries.
Our primary use of cash for investing activities is for capital expenditures related to rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During 2023 and 2022, we used cash for capital expenditures totaling $540.9 million and $373.4 million, respectively. We received $14.1 million in proceeds from sales of assets during 2023 compared to $26.7 million in 2022.
Our primary use of cash for investing activities is for capital expenditures related to rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During 2024 and 2023, we used cash for capital expenditures totaling $567.9 million and $540.9 million, respectively. We received $15.5 million in proceeds from sales of assets during 2024 compared to $14.1 million in 2023.
The increase was primarily due to an increase in our effective interest rate levels on our outstanding debt throughout 2023 as compared 2022. ​ Other, net ​ Other, net for the year ended December 31, 2023 was a gain of $0.7 million, compared to $127.1 million of loss during 2022.
The increase was primarily due to an increase in our effective interest rate levels on our outstanding debt throughout 2024 as compared to 2023. ​ 42 Table of Contents Other, net ​ Other, net for the year ended December 31, 2024 was a loss of $106.8 million, compared to a gain of $0.7 million during 2023.
The decrease is a result of the limited capital expenditures over recent years coupled with a higher amount of older assets reaching the end of their useful lives. ​ Segment Results of Operations ​ During the years ended December 31, 2023 and 2022, our business consisted of four reportable segments: U.S.
The decrease is a result of a higher amount of older assets reaching the end of their useful lives. ​ Segment Results of Operations ​ During the years ended December 31, 2024 and 2023, our business consisted of four reportable segments: U.S.
See further details at Note 4—Accounts Receivable Purchase and Sales Agreements. ​ Other Indebtedness ​ See Note 10, Debt, in Part II, Item 8.—Financial Statements and Supplementary Data, for further details about our financing arrangements, including our debt securities. ​ Future Cash Requirements ​ Our current cash and investments, projected cash flows from operations, proceeds from equity or debt issuances and the facilities under our 2022 Credit Agreement are expected to adequately finance our purchase commitments, capital expenditures, acquisitions, scheduled debt service requirements, and all other expected cash requirements for the foreseeable future.
See further details at Note 3—Accounts Receivable Purchase and Sales Agreements. ​ 44 Table of Contents Other Indebtedness ​ See Note 9 — Debt, in Part II, Item 8.—Financial Statements and Supplementary Data, for further details about our financing arrangements, including our debt securities. ​ Future Cash Requirements ​ Our current cash and investments, projected cash flows from operations, proceeds from equity or debt issuances, the A/R Agreements and the facilities under our 2024 Credit Agreement are expected to adequately finance our purchase commitments, capital expenditures, acquisitions, scheduled debt service requirements, and all other expected cash requirements for at least the next 12 months.
The level of our outstanding purchase commitments and our expected level of capital expenditures for 2023 represent a number of capital programs that are currently underway or planned. ​ As of December 31, 2023, we had approximately $3.1 billion of net book value of long-term debt outstanding with $3.2 billion in aggregate principal with $629.6 million due in the next twelve months.
The level of our outstanding purchase commitments and our expected level of capital expenditures for 2024 represent a number of capital programs that are currently underway or planned. ​ As of December 31, 2024, we had approximately $2.5 billion of net book value of long-term debt outstanding with $2.5 billion in aggregate principal.
The level of exploration, development and production activities is to a large extent tied to the prices of oil and natural gas, which can fluctuate significantly, are highly volatile and tend to be highly sensitive to supply and demand cycles.
The level of exploration, development and production activities is to a large extent tied to the prices of oil and natural gas, which can fluctuate significantly, are highly volatile and tend to be highly sensitive to factors including supply and demand cycles and geopolitical uncertainties, particularly those impacting large hydrocarbon-producing countries.
Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote. 41 Table of Contents ​ The following table summarizes the total maximum amount of financial guarantees issued by Nabors: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Amount ​ 2024 2025 2026 Thereafter Total ​ ​ (In thousands) Financial standby letters of credit and other financial surety instruments ​ $ 34,011 61 9,057 4,109 ​ $ 47,238 ​ ​ Cash Flows ​ Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities.
Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote. ​ The following table summarizes the total maximum amount of financial guarantees issued by Nabors: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Amount ​ 2025 2026 2027 Thereafter Total ​ ​ (In thousands) Financial standby letters of credit and other financial surety instruments ​ $ 44,073 3,726 5,548 6,561 ​ $ 59,908 ​ ​ 45 Table of Contents Cash Flows ​ Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities.
The increase in tax expense was primarily attributable to changes in the amount and the geographic mix of our pre-tax earnings (losses) in the jurisdictions in which we operate. ​ Liquidity and Capital Resources ​ Financial Condition and Sources of Liquidity ​ Our primary sources of liquidity are cash and investments, availability under the 2022 Credit Agreement and cash generated from operations.
The decrease in tax expense was primarily attributable to tax expense of $11.8 million in 2023 related to an audit settlement, as well as changes in the amount and the geographic mix of our pre-tax earnings (losses) in the jurisdictions in which we operate. ​ Liquidity and Capital Resources ​ Financial Condition and Sources of Liquidity ​ Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations.
For purposes of earnings sensitivity analysis, if the December 31, 2023 reserves were adjusted by 10%, total costs and other deductions would change by $8.7 million, or 0.30%. ​
For purposes of earnings sensitivity analysis, if the December 31, 2024 reserves were adjusted by 10%, total costs and other deductions would change by $7.8 million, or 0.26%. ​ Fair Value of Assets Acquired and Liabilities Assumed .
For a more detailed description of operating results see “ —Segment Results of Operations,” below. ​ Net loss from continuing operations attributable to Nabors common shareholders totaled $11.8 million for 2023 ($5.49 loss per diluted share) compared to a net loss from continuing operations attributable to Nabors common shareholders of $350.3 million ($40.52 loss per diluted share) in 2022, or a $338.5 million decrease in the net loss.
For a more detailed description of operating results see Segment Results of Operations, below. ​ Net loss from continuing operations attributable to Nabors common shareholders totaled $176.1 million for 2024 ($22.37 loss per diluted share) compared to a net loss from continuing operations attributable to Nabors common shareholders of $11.8 million ($5.49 loss per diluted share) in 2023, or a $164.3 million increase in the net loss.
Net cash provided by operating activities totaled $637.9 million during 2023, compared to net cash provided of $501.1 million during 2022. Operating cash flows are our primary source of capital and liquidity. Changes from operating results (before working capital changes) totaled $648.8 million during 2023, an increase of $195.9 million when compared to $452.8 million in 2022.
Net cash provided by operating activities totaled $581.4 million during 2024, compared to net cash provided of $637.9 million during 2023. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) totaled $682.7 million during 2024, a decrease of $27.8 million when compared to $710.5 million in 2023.
Changes in working capital items used $10.9 million in cash flows during 2023 and provided $48.3 million in cash flows during 2022. ​ Investing Activities. Net cash used for investing activities totaled $570.4 million during 2023 compared to net cash used of $368.7 million in 2022.
Changes in working capital items used $101.2 million in cash flows during 2024 and used $72.6 million in cash flows during 2023. ​ Investing Activities. Net cash used for investing activities totaled $555.5 million during 2024 compared to net cash used of $570.4 million in 2023.
See Note 10—Debt in Part II, Item 8.—Financial Statements and Supplementary Data for additional details. Our obligations for operating leases total $38.1 million with $7.6 million of the obligations coming due in the upcoming year.
We have expected aggregate future interest payments of $894.5 million related to the outstanding debt with $193.3 million due in the next twelve months. See Note 9—Debt in Part II, Item 8.—Financial Statements and Supplementary Data for additional details. Our obligations for operating leases total $34.6 million with $8.6 million of the obligations coming due in the upcoming year.
Federal Reserve’s tightening of interest rates reduced capital availability in the U.S energy market. Rig counts in the U.S. Lower 48 continued to decline throughout the year. Despite the reduction in rig count, rig pricing discipline remained intact. ​ Entering 2024 U.S. oil and gas production has proved resilient in the face of reduced drilling activity.
Despite the reduction in rig count, rig pricing discipline remained intact, generally supportive of rig dayrates and daily rig margins. ​ U.S. oil and gas production has proved resilient throughout 2024 in the face of reduced drilling activity.
Recent production actions announced by certain large international oil producers have been supportive of both oil prices and oil-focused activity broadly, especially in international markets. Natural gas prices, particularly in the United States, declined significantly through 2023. ​ Coming into 2023 economic sentiment was overshadowed by a pervasive concern that a global recession would take hold. The U.S.
Natural gas prices, particularly in the United States, declined significantly through 2023 and into 2024, to levels which largely persisted into the fourth quarter of 2024 and which have caused operators to reduce natural gas directed activity. ​ In early 2023 economic sentiment was overshadowed by a pervasive concern that a global recession would take hold. The U.S.
As of December 31, 2022, we had cash and short-term investments of $452.3 million and working capital of $404.2 million. ​ At December 31, 2023, we had no borrowings outstanding under the 2022 Credit Agreement, which has a total borrowing capacity of $350.0 million. ​ The 2022 Credit Agreement requires us to maintain an interest coverage ratio (EBITDA/interest expense) of 2.50:1:00, which increases to 2.75:1:00 by June 30, 2024 and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least 90% of the consolidated property, plant and equipment of the Company.
Letters of credit issued will not affect revolving loan capacity and vice versa. ​ The 2024 Credit Agreement requires us to maintain an interest coverage ratio (EBITDA/interest expense of 2.75:1.00) and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least 90% of the consolidated property, plant and equipment of the Company.
Any of the above-mentioned factors may cause us to re-evaluate goodwill during any quarter throughout the year. ​ Income Taxes. We operate in a number of countries and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions.
Fair value is determined by calculating the expected sales price less any costs to sell. 47 Table of Contents ​ Income Taxes. We operate in a number of countries and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions.
On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year. ​ (3) The percentage is so large that it is not meaningful. ​ U.S. Drilling ​ Operating revenues increased by $107.0 million or 10% in 2023 compared to 2022.
On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year. ​ U.S.
The SPE in turn, sells, transfers, conveys and assigns to third-party financial institutions (“Purchasers”), all the rights, title and interest in and to its pool of eligible receivables. ​ On July 13, 2021, we entered into the First Amendment to the A/R Purchase Agreement which, among other things, reduced the commitments of the third-party financial institutions (the “Purchasers”) from $250 million to $150 million. ​ On June 27, 2022, we entered into the Third Amendment to the A/R Purchase Agreement which extended the term of the Purchase Agreement to August 13, 2024 and increased the commitments of the Purchasers from $150 million to $250 million.
The SPE in turn, sells, transfers, conveys and assigns to third-party financial institutions (“Purchasers”), all the rights, title and interest in and to its pool of eligible receivables. ​ Over the term of the facility, we entered into a number of amendments.
Internationally, we see the expansion of production capacity as well as the widespread development of unconventional resources driving an expected increase in oilfield activity across those markets. ​ 35 Table of Contents Recent Developments ​ 1.75% Senior Exchangeable Notes Due June 2029 ​ In February 2023, Nabors Delaware issued $250.0 million in aggregate principal amount of 1.75% senior exchangeable notes, which are fully and unconditionally guaranteed by Nabors.
Internationally, we generally see an expansion of production capacity as well as the widespread development of unconventional resources driving an expected increase in oilfield activity broadly across those markets. ​ 39 Table of Contents Recent Developments ​ 2024 Credit Agreement ​ On June 17, 2024, Nabors Delaware amended and restated its’ credit agreement (the “2024 Credit Agreement”).
This is reflective of increases in workforce costs, general operating costs and inflationary pressures as market conditions have improved and operating levels have increased. ​ Research and engineering expenses in 2023 totaled $56.3 million, representing an increase of $6.4 million, or 13%, from 2022.
This is reflective of increases in workforce costs, general operating costs and inflationary pressures as market conditions have changed. ​ Depreciation and amortization expense in 2024 was $633.4 million, representing a decrease of $11.9 million, or 2%, from 2023.
We also invested $21.3 million in companies that focus on energy transition related technologies in 2023 compared to $19.8 million in 2022. ​ Financing Activities. Net cash provided by financing activities totaled $570.4 million during 2023. During 2023, we received proceeds of $900.0 million from issuance of long-term debt and repaid $298.5 million of outstanding long-term debt.
We also invested $7.7 million in companies that focus on energy transition related technologies in 2024 compared to $21.3 million in 2023. ​ Financing Activities. Net cash used for financing activities totaled $662.1 million during 2024.
See Other Financial Information —Other, net below for additional discussion. ​ General and administrative expenses in 2023 totaled $244.1 million, representing an increase of $15.7 million, or 7% from 2022.
In addition, interest expense increased by approximately $25.6 million due to increasing interest rates. See Segment Results of Operations and Other Financial Information below for additional discussion. ​ General and administrative expenses in 2024 totaled $249.3 million, representing an increase of $5.2 million, or 2% from 2023.
The increase is attributable to an increase in day rates, as pricing for our services has improved and a 5% increase in the average rigs working, reflecting increased drilling activity as market conditions and demand for our drilling services have increased since the prior year. ​ Drilling Solutions ​ Operating revenues increased by $58.4 million or 24% in 2023 compared to 2022 as market conditions and demand for our services have rebounded. ​ Rig Technologies ​ Operating revenues increased by $47.6 million or 24% in 2023 compared to 2022 as market conditions and demand for our services have improved since the prior year. ​ 38 Table of Contents Other Financial Information ​ Interest expense ​ Interest expense for 2023 was $185.3 million, representing an increase of $7.4 million, or 4%, compared to 2022.
The increase is primarily attributable to an 8% increase in the average rigs working, reflecting increased drilling activity as market conditions and demand for our international drilling services have increased since the prior year. ​ Drilling Solutions ​ Operating revenues increased by $12.3 million or 4% in 2024 compared to 2023 as an increase in demand for our international and third-party services offset a decline in results in the U.S. markets, which was driven by the reduction in drilling activity. ​ Rig Technologies ​ Operating revenues decreased by $41.1 million or 17% in 2024 compared to 2023 due to the overall decline in activity in the U.S. as mentioned previously.
Subject to Purchaser approval, the A/R Purchase Agreement allows for purchase commitments to be increased to $300 million. ​ The amount available for purchase under the A/R Agreements fluctuates over time is based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables.
Most recently, on April 1, 2024, we entered into the Fourth Amendment to the A/R Purchase Agreement, which among other things, extended the term of the A/R Purchase Agreement to the earliest of (i) April 1, 2027 and (ii) the date that is ninety (90) calendar days prior to the occurrence of the maturity date under and as defined in the 2024 Credit Agreement. ​ The amount available for purchase under the A/R Agreements fluctuates over time based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables.
Cash in these trusts can only be used in connection to the business combination or winding down of the SPAC and is not available to us for general operations. ​ Net cash used for financing activities totaled $661.5 million during 2022.
Cash in these trusts can only be used in connection to the business combination or winding down of the SPAC and is not available to us for general operations. ​ Other Matters ​ Recent Accounting Pronouncements ​ See Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Critical Accounting Estimates ​ The preparation of our financial statements in conformity with U.S.
The remaining balance of $474.1 million was redeemed on January 3, 2024. ​ 36 Table of Contents Financial Results ​ Comparison of the years ended December 31, 2023 and 2022 ​ Operating revenues in 2023 totaled $3.0 billion, representing an increase of $0.4 billion, or 13%, from 2022.
The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions and receipt of required regulatory approvals. ​ 40 Table of Contents Financial Results ​ Comparison of the years ended December 31, 2024 and 2023 ​ Operating revenues in 2024 totaled $2.9 billion, representing a decrease of $75.9 million, or 3%, from 2023.
We had $47.8 million of letters of credit outstanding under the 2022 Credit Agreement. ​ As of the date of this report, we were in compliance with all covenants under the 2022 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 5.17:1.00 and 99.77%, respectively, as of December 31, 2023.
The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.375% Senior Priority Guaranteed Notes due May 2027 or 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such Indebtedness, then such 90 th day. ​ As of the date of this report, we were in compliance with all covenants under the 2024 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 4.40:1.00 and 99.79%, respectively, as of December 31, 2024.
The notes bear interest at a rate of 1.75% per year payable semiannually on June 15 and December 15 of each year, beginning on December 15, 2023.
Interest on the notes is payable on February 15 and August 15 of each year. The notes have a maturity date of August 15, 2031.
As of December 31, 2023, we had cash and short-term investments of $1.1 billion, of which $629.6 million was deployed on January 2024 to redeem the remaining $474.1 million of 5.75% Senior Notes due 2025 and the remaining $155.5 million of 0.75% senior exchangeable notes due 2024, and working capital of $431.7 million.
As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million.
Removed
Additionally, some oil and gas companies may intentionally limit their capital spending to a percentage of their operating cash flows. ​ Since late 2022 and through 2023, global energy commodity markets have experienced high levels of volatility. In the U.S., operators generally reacted to this market by reducing their drilling activity.
Added
Certain oil and gas companies may also intentionally limit their capital spending as they focus on generating returns to shareholders as opposed to maximizing hydrocarbon production. Additionally, there has recently been an increasing number of customer consolidations within the industry especially in the United States.
Removed
The notes have a maturity date of June 15, 2029. ​ The exchangeable notes are currently exchangeable, under certain conditions, at an exchange rate of 4.7056 common shares of Nabors per $1,000 principal amount of exchangeable notes (equivalent to an exchange price of approximately $212.51 per common share).
Added
In some cases, these transactions may have an impact on overall rig demand, as the acquiring company may apply criteria that results in a different level of demand for drilling rigs than the previous two companies would have had on a stand-alone basis. ​ Since late 2022 and continuing through the fourth quarter of 2024, global energy commodity markets have experienced high levels of volatility.
Removed
Upon any exchange, Nabors will settle its exchange obligation in cash, common shares of Nabors, or a combination of cash and common shares, at our election. ​ NETC Merger Agreement ​ In February 2023, Nabors Energy Transition Corp.
Added
In the U.S., operators generally reacted to these market conditions by reducing their drilling activity. Recent production actions announced by certain large international oil producers have been supportive of both oil prices and oil-focused activity broadly, especially in international markets.
Removed
(“NETC”) entered into a definitive agreement for a business combination with Vast Renewables Limited (“Vast”), a development-stage company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems. The business combination was completed in December 18, 2023 with NETC merging with and into a wholly owned subsidiary of Vast.
Added
Federal Reserve’s tightening of interest rates reduced capital availability in the U.S energy market. As these higher interest rates continued, rig counts in the U.S. Lower 48 continued to decline throughout the year. More recently, the U.S. Federal Reserve reduced interest rates. The impact of that decision should become evident in the coming quarters.
Removed
Following the merger, Nabors now has a significant non-controlling equity investment in Vast. ​ Nabors Energy Transition Corporation II ​ In July 2023, Nabors Energy Transition Corp.
Added
Under the 2024 Credit Agreement, the lenders have committed to provide to Nabors Delaware up to $350.0 million in revolving loans, and the issuing banks have committed to provide a standalone letter of credit tranche that permits Nabors Delaware to issue reimbursement obligations under letters of credit in an aggregate principal amount not in excess of $125.0 million.
Removed
II (“NETC II”), a special purpose acquisition company, commonly referred to as a “SPAC”, co-sponsored by Nabors completed its initial public offering of 30,500,000 units at $10.00 per unit, generating gross proceeds of approximately $305.0 million.
Added
Letters of credit issued will not affect revolving loan capacity and vice versa. The 2024 Credit Agreement contains a $200.0 million uncommitted accordion feature that can be applied to increase the commitments under either the revolving loans or the letter of credit tranche, or both.
Removed
Simultaneously with the closing of the IPO, NETC II completed the private sale of an aggregate of 9,540,000 warrants for an aggregate value of $9.5 million and issued unsecured promissory notes for an aggregate amount of $3.1 million. $308.1 million of the amount received at closing was placed into a trust account. ​ NETC II was formed for the sole purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with significant growth potential and to create value by supporting the company in the public markets.
Added
The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.375% Senior Priority Guaranteed Notes due May 2027 or 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such Indebtedness, then such 90 th day. ​ 8.875% Senior Guaranteed Notes due August 2031 ​ On July 22, 2024, Nabors issued $550.0 million in aggregate principal amount of 8.875% senior guaranteed notes, which are fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries.
Removed
NETC II intends to identify solutions, opportunities, companies or technologies that focus on advancing the energy transition; specifically ones that facilitate, improve or complement the reduction of carbon or greenhouse gas emissions while satisfying growing energy consumption across markets globally .
Added
Nabors used the net proceeds, along with cash on hand, to redeem all of its 7.25% senior guaranteed notes due January 2026. ​ Acquisition of Parker Drilling Company ​ On October 14, 2024, we and certain subsidiaries of ours entered into a merger agreement (the “Merger Agreement”) to acquire Parker Drilling Company (“Parker”), pursuant to which, upon the terms and subject to the conditions set forth therein, we will acquire Parker for 4.8 million of our common shares, subject to a collar.
Removed
NETC II is accounting for as a consolidated VIE. ​ 9.125% Senior Priority Guaranteed Notes due January 2030 ​ In November 2023, Nabors issued $650.0 million in aggregate principal amount of 9.125% senior priority guaranteed notes, which are fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries.
Added
The precise number of shares to be issued to Parker stockholders will be determined based upon the volume weighted average price of Nabors common shares on the NYSE for the 15 trading days ending the fifth day before the closing of the merger (“Closing Price”) and, if that Closing Price is below $42.70, Parker stockholders will also receive a cash component for their shares of Parker stock.
Removed
Interest on the notes is payable January 31 and July 31 of each year. The notes have a maturity date of January 31, 2030. ​ 5.75% Senior Notes due 2025 Redemption Notice ​ On December 14, 2023, Nabors issued a redemption notice for the remaining principal of the 5.75% Senior Notes due 2025.
Added
If the volume weighted average price is above $99.62, the merger consideration will consist of the number of shares equal to $478,176,000 divided by the Closing Price. Parker provides drilling services across global energy markets. Through its Quail Tools subsidiary, Parker is the leading rental provider of high-performance downhole tubulars in the U.S. market.
Removed
All of our operating segments experienced an increase in operating revenues over this period.
Added
Internationally, Parker provides tubular rentals and repair services, with state-of-the-art facilities located in key geographies. Parker offers differentiated, casing and tubular running services in the U.S., the Middle East, Latin America, and Asia.
Removed
The decrease in net loss is attributable to improved market conditions, which has resulted in an increase of approximately $239.3 million in adjusted operating income across all of our segments from the prior year.
Added
Its portfolio also includes a fleet of 17 drilling rigs in the U.S. and international markets, as well as Operations & Maintenance services primarily in Canada and Alaska.

… 36 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−1 removed11 unchanged
Biggest changeThe carrying and fair values of these liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ ​ 2022 ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ Carrying ​ Fair ​ Interest ​ Carrying ​ Fair ​ ​ Rate ​ Value ​ Value ​ Rate ​ Value ​ Value ​ (In thousands) 5.10% senior notes due September 2023 — % $ — ​ $ — 5.46 % $ 52,004 ​ $ 51,354 0.75% senior exchangeable notes due January 2024 0.84 % 155,529 ​ 154,989 0.97 % 177,005 ​ 164,898 5.75% senior notes due February 2025 ​ 5.97 % 474,092 ​ 474,120 6.02 % 474,092 ​ 454,773 9.00% senior priority guaranteed notes due February 2025 ​ — % ​ — ​ ​ — ​ 9.00 % ​ 209,384 ​ 213,507 7.25% senior guaranteed notes due January 2026 ​ 7.53 % 555,902 ​ 535,328 7.52 % 557,902 ​ 529,432 7.375% senior priority guaranteed notes due May 2027 ​ 7.72 % 700,000 ​ 687,526 7.74 % 700,000 ​ 686,686 7.50% senior guaranteed notes due January 2028 ​ 7.69 % 389,609 ​ 334,090 7.70 % 389,609 ​ 354,400 1.75% senior exchangeable notes due June 2029 2.26 % 250,000 ​ 185,383 — % — ​ — 9.125% senior priority guaranteed notes due January 2030 9.40 % 650,000 ​ 656,871 — % — ​ — ​ ​ ​ ​ $ 3,175,132 ​ $ 3,028,307 ​ ​ ​ $ 2,559,996 ​ $ 2,455,050 Less: current portion ​ ​ ​ ​ 629,621 ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Less: deferred financing costs ​ ​ ​ ​ 33,992 ​ ​ ​ ​ ​ ​ ​ 22,456 ​ ​ ​ ​ ​ ​ ​ $ 2,511,519 ​ ​ ​ ​ ​ ​ $ 2,537,540 ​ ​ ​ ​ The fair values of our cash equivalents, trade receivables and trade payables approximate their carrying values due to the short-term nature of these instruments.
Biggest changeThe carrying and fair values of these liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2024 2023 ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ Carrying ​ Fair ​ Interest ​ Carrying ​ Fair ​ ​ Rate ​ Value ​ Value ​ Rate ​ Value ​ Value ​ (In thousands) 0.75% senior exchangeable notes due January 2024 — % $ — ​ $ — 0.84 % $ 155,529 ​ $ 154,989 5.75% senior notes due February 2025 ​ — % — ​ — 5.97 % 474,092 ​ 474,120 7.25% senior guaranteed notes due January 2026 ​ — % — ​ — 7.53 % 555,902 ​ 535,328 7.375% senior priority guaranteed notes due May 2027 ​ 7.74 % 700,000 ​ 699,916 7.72 % 700,000 ​ 687,526 7.50% senior guaranteed notes due January 2028 ​ 7.70 % 389,609 ​ 362,823 7.69 % 389,609 ​ 334,090 1.75% senior exchangeable notes due June 2029 2.27 % 250,000 ​ 179,548 2.26 % 250,000 ​ 185,383 9.125% senior priority guaranteed notes due January 2030 9.40 % 650,000 ​ 661,401 9.40 % 650,000 ​ 656,871 8.875% senior guaranteed notes due August 2031 9.12 % 550,000 ​ 511,104 — % — ​ — ​ ​ ​ ​ $ 2,539,609 ​ $ 2,414,792 ​ ​ ​ $ 3,175,132 ​ $ 3,028,307 Less: current portion ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ 629,621 ​ ​ ​ Less: deferred financing costs ​ ​ ​ ​ 34,392 ​ ​ ​ ​ ​ ​ ​ 33,992 ​ ​ ​ ​ ​ ​ ​ $ 2,505,217 ​ ​ ​ ​ ​ ​ $ 2,511,519 ​ ​ ​ ​ The fair values of our cash equivalents, trade receivables and trade payables approximate their carrying values due to the short-term nature of these instruments.
Our warrants are carried at fair market value. ​ Our investments in debt securities and a portion of our long-term investments are sensitive to changes in interest rates. Additionally, our investment portfolio of debt and equity securities, which are carried at fair value, exposes us to price risk. ​ 48 Table of Contents
Our warrants are carried at fair market value. ​ Our investments in debt securities and a portion of our long-term investments are sensitive to changes in interest rates. Additionally, our investment portfolio of debt and equity securities, which are carried at fair value, exposes us to price risk. ​ 50 Table of Contents
We do occasionally require prepayment of amounts from customers whose creditworthiness is in question prior to providing services to them. We maintain reserves for potential credit losses, and these losses historically have been within management’s expectations. ​ Interest Rate and Marketable and Non-marketable Security Price Risk.
We do occasionally require prepayment of amounts from customers whose creditworthiness is in question prior to providing services to them. We maintain reserves for potential credit losses, and these losses historically have been within management’s expectations. ​ 49 Table of Contents Interest Rate and Marketable and Non-marketable Security Price Risk.
Our financial instruments that are potentially sensitive to changes in interest rates include our floating rate debt instruments (our 2022 Credit Agreement), our fixed rate debt securities comprised of our 5. 75% senior notes; 0.75% and 1.75% senior exchangeable notes; 7.25% and 7.50% senior guaranteed notes; 7.375% and 9.125% senior priority guaranteed notes; our investments in debt securities (including corporate and mortgage-CMO debt securities); and our investments in overseas funds that invest primarily in a variety of public and private U.S. and non-U.S. securities (including asset-backed and mortgage-backed securities, global structured-asset securitizations, whole-loan mortgages and participations in whole loans and whole-loan mortgages), which are classified as long-term investments. ​ We may utilize derivative financial instruments that are intended to manage our exposure to interest rate risks.
Our financial instruments that are potentially sensitive to changes in interest rates include our floating rate debt instruments (our 2024 Credit Agreement), our fixed rate debt securities comprised of our 1.75% senior exchangeable notes; 7.50% and 8.875% senior guaranteed notes; 7.375% and 9.125% senior priority guaranteed notes; our investments in debt securities (including corporate and mortgage-CMO debt securities); and our investments in overseas funds that invest primarily in a variety of public and private U.S. and non-U.S. securities (including asset-backed and mortgage-backed securities, global structured-asset securitizations, whole-loan mortgages and participations in whole loans and whole-loan mortgages), which are classified as long-term investments. ​ We may utilize derivative financial instruments that are intended to manage our exposure to interest rate risks.
The most significant exposures arise in connection with our operations in Argentina and Russia, which usually are substantially unhedged. ​ 46 Table of Contents We have experienced certain risks specific to our operations in Argentina. Argentina’s economy is currently considered highly inflationary under U.S.
The most significant exposures arise in connection with our operations in Argentina and Russia, which usually are substantially unhedged. ​ We have experienced certain risks specific to our operations in Argentina. Argentina’s economy is currently considered highly inflationary under U.S.
A hypothetical 10% increase in the value of our foreign currencies relative to the U.S. dollar as of December 31, 2023 would result in a $3.9 million increase in the fair value of our net monetary liabilities denominated in currencies other than U.S. dollars. ​ Credit Risk.
A hypothetical 10% increase in the value of our foreign currencies relative to the U.S. dollar as of December 31, 2024 would result in a $5.1 million increase in the fair value of our net monetary liabilities denominated in currencies other than U.S. dollars. ​ Credit Risk.
The fair value of our fixed rate long-term debt and revolving credit facilities is estimated based on quoted market prices or prices quoted from third-party financial institutions.
We try to manage market risk associated with interest-rate contracts by establishing and monitoring parameters that limit the type and degree of market risk that we undertake. ​ Fair Value of Financial Instruments. The fair value of our fixed rate long-term debt and revolving credit facilities is estimated based on quoted market prices or prices quoted from third-party financial institutions.
Removed
We try to manage market risk associated with interest-rate contracts by establishing and monitoring parameters that limit the type and degree of market risk that we undertake. ​ 47 Table of Contents Fair Value of Financial Instruments.

Other NBR 10-K year-over-year comparisons