| PART I |
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| Item 1. | Business | | 5 |
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| Item 1A. | Risk Factors | | 12 |
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| Item 1B. | Unresolved Staff Comments | | 30 |
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| Item 1C. | Cybersecurity | | 31 |
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| Item 2. | Properties | | 32 |
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| Item 3. | Legal Proceedings | | 32 |
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| Item 4. | Mine Safety Disclosures | | 32 |
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| PART II |
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| Item 5. | Market Price of and Dividends on the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | | 33 |
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| Item 6. | [Reserved] | | 35 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 35 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | 46 |
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| Item 8. | Financial Statements and Supplementary Data | | 49 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 90 |
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| Item 9A. | Controls and Procedures | | 90 |
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| Item 9B. | Other Information | | 91 |
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| Item 9C. | Disclosure regarding Foreign Jurisdictions that Prevent Inspections | | 91 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | | 92 |
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| Item 11. | Executive Compensation | | 92 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | 92 |
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| Item 13. | Certain Relationships and Related Transactions and Director Independence | | 92 |
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| Item 14. | Principal Accounting Fees and Services | | 92 |
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| PART IV |
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| Item 15. | Exhibits, Financial Statement Schedules | | 93 |
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CORPORATE INFORMATION
Our internet address iswww.nabors.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy and Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Reference in this document to our website address does not constitute incorporation by reference of the information contained on the website into this annual report on Form 10-K. The SEC maintains an internet site (www.sec.gov) that contains periodic and current reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition, documents relating to our corporate governance (such as committee charters, governance guidelines and other internal policies) can be found on our website.
FORWARD-LOOKING STATEMENTS
We discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly and current reports, press releases, and other written and oral statements. Statements relating to matters that are not historical facts are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These “forward-looking statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations. By way of illustration, when used in this document, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “should,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements.
Factors to consider when evaluating these forward-looking statements include, but are not limited to:
| ● | geopolitical events, pandemics (including COVID-19) and other macro-events and their respective and collective impact on our operations as well as oil and gas markets and prices; |
| ● | fluctuations and volatility in worldwide prices of and demand for oil and natural gas; |
| ● | fluctuations in levels of oil and natural gas exploration and development activities; |
| ● | fluctuations in the demand for our services; |
| ● | competitive and technological changes and other developments in the oil and gas and oilfield services industries; |
| ● | our ability to renew customer contracts in order to maintain competitiveness; |
| ● | the existence of operating risks inherent in the oil and gas and oilfield services industries; |
| ● | the possibility of the loss of one or a number of our large customers; |
| ● | the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures; |
| ● | the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems; |
| ● | the impact of our long-term indebtedness and other financial commitments on our financial and operating flexibility; |
| ● | our access to, and the cost of, capital, including the impact of a downgrade in our credit rating, covenant restrictions, availability under our secured revolving credit facility, future issuances of debt or equity securities and the global interest rate environment; |
| ● | our dependence on our operating subsidiaries and investments to meet our financial obligations; |
| ● | our ability to retain skilled employees; |
| ● | our ability to complete, and realize the expected benefits of, strategic transactions; |
| ● | changes in tax laws and the possibility of changes in other laws and regulations; |
| ● | the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countries in which we do business; |
| ● | global views on and the regulatory environment related to energy transition and our ability to implement our energy transition initiatives; |
| ● | potential long-lived asset impairments; |
| ● | the possibility of changes to U.S. trade policies and regulations, including the imposition of trade embargoes, sanctions or tariffs; and |
| ● | general economic conditions, including the capital and credit markets. |
Our business depends, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore, a sustained increase or decrease in the price of oil or natural gas, that has a material impact on exploration, development and production activities, could also materially affect our financial position, results of operations and cash flows.
The above description of risks and uncertainties is by no means all-inclusive but highlights certain factors that we believe are important for your consideration. For a more detailed description of risk factors, please refer to Part I, Item 1A.—Risk Factors.
