NABORS INDUSTRIES LTD

Previous wording

We often 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 of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (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.

Current wording

We often 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 of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (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

Previous wording

We are a leading provider of advanced technology for the energy industry. With operations in over 15 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable energy production. 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.

Current wording

We are a leading provider of advanced technology for the energy industry. With operations in over 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable energy production. 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.

Previous wording

U.S. oil and gas production has proved resilient throughout 2024 in the face of reduced drilling activity. 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.

Current wording

U.S. oil and gas production has proved resilient in the face of reduced drilling activity aided by efficiency gains. 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. In Saudi Arabia specifically, the operating rig fleet has declined even as unconventional gas development there proceeds.

Previous wording

Operating revenues for the three months ended March 31, 2025 totaled $736.2 million, representing a decrease of $2.5 million, compared to the three months ended March 31, 2024. For a more detailed description of operating results, see Segment Results of Operations below.

Current wording

Operating revenues for the three months ended June 30, 2025 totaled $832.8 million, representing an increase of $98.0 million, compared to the three months ended June 30, 2024. For a more detailed description of operating results, see Segment Results of Operations below.

Previous wording

General and administrative expenses for the three months ended March 31, 2025 totaled $68.5 million, representing an increase of $6.8 million, or 11%, compared to the three months ended March 31, 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

Current wording

General and administrative expenses for the three months ended June 30, 2025 totaled $82.7 million, representing an increase of $20.6 million, or 33%, compared to the three months ended June 30, 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

Previous wording

Depreciation and amortization expense for the three months ended March 31, 2025 was $154.6 million, representing a decrease of $3.0 million compared to the three months ended March 31, 2024. The decrease is a result of a higher amount of older assets reaching the end of their useful lives.

Current wording

Depreciation and amortization expense for the three months ended June 30, 2025 was $175.1 million, representing an increase of $14.9 million compared to the three months ended June 30, 2024. The increase is a result of the additional assets obtained in the Parker acquisition.

Previous wording

Operating revenues for this segment increased by $17.6 million or 23% duringthe three months ended March 31, 2025 compared to the corresponding prior year period. $21.7 million of the increase in revenue is related to acquired Parker operations offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity.

Current wording

Operating revenues for this segment increased by $87.3 million or 105% duringthe three months ended June 30, 2025 compared to the corresponding prior year period. The increase in revenue is related to acquired Parker operations. This increase from Parker operations was slightly offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity.

Previous wording

Operating revenues for our Rig Technologies segment decreased by $6.0 million or 12% duringthe three months ended March 31, 2025 compared to the corresponding prior year period due to the overall decline in activity in the U.S. as mentioned previously. Adjusted operating income was relatively flat despite the 12% drop in operating revenues, due to a change in mix of business focusing more on the higher margin product lines.

Current wording

Operating revenues for our Rig Technologies segment decreased by $13.0 million or 26% duringthe three months ended June 30, 2025 compared to the corresponding prior year period due to the overall decline in activity in the U.S. as mentioned previously.

Previous wording

Interest expense for the three months ended March 31, 2025 was $54.3 million, representing an increase of $3.9 million, or 8%, compared to three months ended March 31, 2024. The increase was primarily due to an increase in our effective interest rate levels on our outstanding debt throughout the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current wording

Interest expense for the three months ended June 30, 2025 was $56.1 million, representing an increase of $4.6 million, or 9%, compared to three months ended June 30, 2024. The increase was primarily due to an increase in our effective interest rate levels and an increase in our outstanding debt balance throughout the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Previous wording

Our worldwide tax expense for the three months ended March 31, 2025 was $15.0 million compared to $16.0 million for the three months ended March 31, 2024. The decrease in tax expense was primarily attributable to the change in amount and geographic mix of our pre-tax earnings (losses).

Current wording

Our worldwide tax expense for the three months ended June 30, 2025 was $23.1 million compared to $15.6 million for the three months ended June 30, 2024. The increase in tax expense was primarily attributable to the Parker acquisition, as well as the change in amount and geographic mix of our pre-tax earnings (losses).

Previous wording

Net income attributable to Nabors totaled $33.0 million ($2.18 per diluted share) for the three months ended March 31, 2025 compared to a net loss attributable to Nabors of $34.3 million ($4.54 per diluted share) for the three months ended March 31, 2024, or a $67.3 million increase in net income. $113.0 million of the increase is due to the gain on bargain purchase related to the Parker acquisition which was partially offset by $26.5 million of asset

Current wording

Net income attributable to Nabors totaled $2.1 million ($1.01 loss per diluted share) for the six months ended June 30, 2025 compared to a net loss attributable to Nabors of $66.6 million ($8.83 per diluted share) for the six months ended June 30, 2024, or a $68.7 million increase in net income. $116.5 million of the increase is due to the gain on bargain purchase related to the Parker acquisition which was partially offset by $26.5 million of asset impairments related to assets held in Russia and $19.1 million of transaction related costs. See Segment Results of Operations and Other Financial Information below for additional discussion.

Previous wording

Gain on bargain purchase for the three months ended March 31, 2025 and 2024 was $113.0 million and zero, respectively. The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025.

Current wording

Gain on bargain purchase for the six months ended June 30, 2025 and 2024 was $116.5 million and zero, respectively. The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025.

Previous wording

Other, net for the three months ended March 31, 2025 was a loss of $44.8 million compared to $16.1 million loss for the three months ended March 31, 2024 representing a $19.7 million increase in loss. During the three months ended March 31, 2025, the amount primarily consisted of $26.5 million in asset impairments related to assets held in Russia, $17.2 million of transaction related costs and $5.0 million related to severance and reorganization costs which was offset by $4.2 million of mark-to-market gains on the common share warrants and $4.1 million in gain on sales of assets. In comparison, the amount during the three months ended March 31, 2024 primarily consisted of $11.4 million in foreign currency transaction losses, $4.6 million in losses on sales of assets, $2.6 million from increases in litigation reserves and $2.6 million of loss recognized for debt buybacks which was offset by $5.7 million of mark-to-market gains on the common share warrants.

Current wording

Other, net for the six months ended June 30, 2025 was a loss of $50.9 million compared to $28.2 million loss for the six months ended June 30, 2024 representing a $22.7 million increase in loss. During the six months ended June 30, 2025, the amount primarily consisted of $26.5 million in asset impairments related to assets held in Russia, $19.1 million of transaction related costs and $12.2 million related to severance and reorganization costs which was offset by $7.4 million of mark-to-market gains on the common share warrants and $15.8 million in gain on sales of assets. In comparison, the amount during the six months ended June 30, 2024 primarily consisted of $17.9 million in foreign currency transaction losses, $9.5 million in losses on sales of assets, $4.3 million from increases in litigation reserves and $2.6 million of loss recognized for debt buybacks which was offset by $9.6 million of mark-to-market gains on the common share warrants.

Previous wording

Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations. As of March 31, 2025, we had cash and short-term investments of $404.1 million and working capital of $531.2 million. As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million.

Current wording

Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations. As of June 30, 2025, we had cash and short-term investments of $387.4 million and working capital of $527.4 million. As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million.

Previous wording

On March 31, 2025, we had borrowings of $178.0 million and $68.2 million of letters of credit outstanding under the 2024 Credit Agreement, which has a total borrowing capacity of $350.0 million and a separate letter of credit tranche

Current wording

On June 30, 2025, we had borrowings of $178.0 million and $78.8 million of letters of credit outstanding under the 2024 Credit Agreement, which has a total borrowing capacity of $350.0 million and a separate letter of credit tranche that permits us to issue letters of credit with total reimbursement obligations not to exceed $125 million. Letters of credit issued do not affect revolving loan capacity and vice versa.

Previous wording

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. 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). 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.

Current wording

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. 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). 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

Previous wording

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 4.20:1.00 and 99.8%, respectively, as of March 31, 2025. 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. If necessary, we have the ability to manage our covenant compliance by taking certain actions including reductions in discretionary capital or other types of controllable expenditures, monetization of assets, amending or renegotiating the revolving credit agreement, accessing capital markets through a variety of alternative methods, or any combination of these alternatives. 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, including after giving effect to the Parker acquisition. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable.

Current wording

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 4.30:1.00 and 99.8%, respectively, as of June 30, 2025. 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. If necessary, we have the ability to manage our covenant compliance by taking certain actions including reductions in discretionary capital or other types of controllable expenditures, monetization of assets, amending or renegotiating the revolving credit agreement, accessing capital markets through a variety of alternative methods, or any combination of these alternatives. 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, including after giving effect to the Parker acquisition. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable.

Previous wording

As of March 31, 2025, approximately 28%, 23% and 19% of our net accounts receivable balance was related to our operations in Saudi Arabia, U.S. and Mexico, respectively. Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations.

Current wording

As of June 30, 2025, approximately 24%, 22% and 21% of our net accounts receivable balance was related to our operations in Saudi Arabia, Mexico and U.S., respectively. Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations.

Previous wording

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. 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 March 31, 2025 was $121.0 million.

Current wording

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. 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 June 30, 2025 was $125.0 million.

Previous wording

Purchase commitments outstanding at March 31, 2025 totaled approximately $328.3 million, primarily for capital expenditures, other operating expenses and purchases of inventory. We can reduce planned expenditures if necessary or increase them if market conditions and new business opportunities warrant it. The level of our outstanding purchase commitments and our expected level of capital expenditures over the next 12 months represent a number of capital programs that are currently underway or planned.

Current wording

Purchase commitments outstanding at June 30, 2025 totaled approximately $384.6 million, primarily for capital expenditures, other operating expenses and purchases of inventory. We can reduce planned expenditures if necessary or increase them if market conditions and new business opportunities warrant it. The level of our outstanding purchase commitments and our expected level of capital expenditures over the next 12 months represent a number of capital programs that are currently underway or planned.

Previous wording

Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Sustained decreases in the price of oil or natural gas could have a material impact on these activities and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, dividends, 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 cash flows for the three months ended March 31, 2025 and 2024 below.

Current wording

Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Sustained decreases in the price of oil or natural gas could have a material impact on these activities and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, dividends, 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 cash flows for the six months ended June 30, 2025 and 2024 below.

Previous wording

Operating Activities**.**Net cash provided by operating activities totaled $87.7 million during the three months ended March 31, 2025, compared to net cash provided of $107.2 million during the corresponding 2024 period. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) was $129.7 million for the three months ended March 31, 2025, a decrease of $45.2 million when compared to $174.9 million in the corresponding 2024 period. This was due to the decrease in activity across our business for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are also significant factors affecting operating cash flows and can be highly volatile in periods of increasing or decreasing activity levels. Changes in working capital items used $42.0 million in cash flows during the three months ended March 31, 2025, a $25.7 million favorable change as compared to the $67.7 million in cash flows used by working capital in the corresponding 2024 period.

Current wording

Operating Activities**.**Net cash provided by operating activities totaled $239.5 million during the six months ended June 30, 2025, compared to net cash provided of $288.9 million during the corresponding 2024 period. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) was $303.7 million for the six months ended June 30, 2025, a decrease of $40.5 million when compared to $344.3 million in the corresponding 2024 period. This was due to the decrease in activity across our business for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Changes in working capital items such as collection of

Previous wording

Investing Activities**.**Net cash used for investing activities totaled $74.9 million during the three months ended March 31, 2025 compared to net cash used of $106.6 million during the corresponding 2024 period. Our primary use of cash for investing activities is capital expenditures for rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During the three months ended March 31, 2025 and 2024, we used cash for capital expenditures totaling $165.0 million and $104.6 million, respectively. During the three months ended March 31, 2025, we received $84.4 million in cash acquired in the Parker acquisition, net of cash paid.

Current wording

Investing Activities**.**Net cash used for investing activities totaled $210.9 million during the six months ended June 30, 2025 compared to net cash used of $227.1 million during the corresponding 2024 period. Our primary use of cash for investing activities is capital expenditures for rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During the six months ended June 30, 2025 and 2024, we used cash for capital expenditures totaling $343.9 million and $232.0 million, respectively. During the six months ended June 30, 2025, we received $84.4 million in cash acquired in the Parker acquisition, net of cash paid.

Previous wording

Financing Activities**.**Net cash used by financing activities totaled $2.0 million during the three months ended March 31, 2025. During the three months ended March 31, 2025, we paid off the Parker term loan of $177.8 million and received proceeds from the Credit Agreement of $178.0 million.

Current wording

Financing Activities**.**Net cash used by financing activities totaled $21.3 million during the six months ended June 30, 2025. During the six months ended June 30, 2025, we paid off the Parker term loan of $177.8 million and received proceeds from the Credit Agreement of $178.0 million.

Previous wording

Net cash used by financing activities totaled $635.1 million during the three months ended March 31, 2024. During the three months ended March 31, 2024, we repaid $631.0 million of outstanding long-term debt.

Current wording

Net cash used by financing activities totaled $636.3 million during the six months ended June 30, 2024. During the six months ended June 30, 2024, we repaid $631.0 million of outstanding long-term debt.