Nabors Industries Ltd. (NBR) 2023年年度報告「AMEX」.pdf

1、?www.sec.gov?Risk Factors.?BUSINESS?U.S.Drilling?Canada Drilling?International Drilling?Drilling Solutions?Rig Technologies?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.?Diversity?Talent Manageme

2、nt?Employee Resource Groups?Learning and Development?Educational Assistance?Health,Welfare and Retirement?Workplace Health and Safety?Board Oversight of Human Capital Management?Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues,cash flows and profit

3、ability,Our customers and thereby our business and profitability could be adversely affected by low oil prices and/or turmoil in the global economy,?Our drilling contracts may in certain instances be renegotiated,suspended or terminated without an early termination payment?We operate in a highly com

4、petitive industry with excess drilling capacity,which may adversely affect our results of operations?Changes to or noncompliance with laws and regulations or exposure to environmental liabilities could adversely affect our results of operations.?RISK FACTORS?Fluctuations in oil and natural gas price

5、s 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 capa

6、city,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

7、 instances be renegotiated,suspended or terminated 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 affec

8、ted 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

9、,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 NOCs may affect the demand for our services and products and create

10、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 ou

11、r 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.?Decis

12、ions 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.?Failure to effectively and timely address the energy transition could adversely affect

13、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 will be subject to a number of uncertainties duri

14、ng 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.?We may record additional losses or impairment charges related to sold or idle drillin

15、g rigs and other assets.?Our financial and operating flexibility could be affected by our long-term debt and other financial commitments.?minus?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 ca

16、pital markets could be limited.?A downgrade in our credit rating could negatively affect our cost of and ability to access capital markets or other financing sources.?New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher

17、levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.Growth through the building of new drilling rigs and improvement of existing rigs is not assured.?Limitations on our ability to obtain,maintain,protect or enforce our intellectual p

18、roperty rights,including our trade secrets,could cause a loss in revenues and any competitive advantage we hold.?Technology disputes could negatively affect our operations or increase our costs.?Improvements in or new discoveries of alternative energy technologies could have a material adverse effec

19、t on our financial condition and results of operations.?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.?Changes to,or

20、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 and climate change could have a negative effect on

21、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 c

22、ontrols laws and regulations,including those targeting Russia.?We may be subject to changes in tax laws and have additional tax liabilities.?The Companys ability to use its net operating loss carryforwards,and possibly other tax attributes,to offset future taxable income for U.S.federal income tax p

23、urposes 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.?Significant issuances of common shares could adversely affect the market price of our com

24、mon 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,these provisions and those in our outstanding debt and Saudi joint venture documents may deter a change

25、 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.?Investor sentiment and public perception related to the fossil fuels industry an

26、d 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.?Our business,results of operations and financial condition have been and may continue to be adversely affected by gl

27、obal public health epidemics,including COVID-19 and its various variants,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 talent

28、ed personnel could reduce our competitiveness and harm prospects for future success.?UNRESOLVED STAFF COMMENTS?CYBERSECURITY?Our business is subject to cybersecurity risks.?PROPERTIES?LEGAL PROCEEDINGS?MINE SAFETY DISCLOSURES?MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY,RELATED SHA

29、REHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES?Market Information.?Holders.?Dividends.?As a holding company,we depend on our operating subsidiaries and investments to meet our financial obligations.?Issuer Purchases of Equity Securities.?Performance Graph?Related Shareholder Matters?Rese

30、rved?MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS?The following discussion and analysis of our financial condition and results of operations is based on,and should be read in conjunction with,our consolidated financial statements and the related notes thereto

31、included under Part II,Item 8.Financial Statements and Supplementary Data.This discussion and analysis contains forward-looking statements that involve risks and uncertainties.Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain facto

32、rs,including those set forth under Part I,Item 1A.Risk Factors and elsewhere in this annual report.See“Forward-Looking Statements.”?1.75%Senior Exchangeable Notes Due June 2029?NETC Merger Agreement?Nabors Energy Transition Corporation II?9.125%Senior Priority Guaranteed Notes due January 2030?5.75%

33、Senior Notes due 2025 Redemption Notice?Comparison of the years ended December 31,2023 and 2022?A downgrade in our credit rating could negatively impact our cost of and ability to access capital markets or other financing sources.?As a holding company,we depend on our operating subsidiaries and inve

34、stments to meet our financial obligations?Operating Activities.?Investing Activities.?Financing Activities.?QUANTITATIVE AND QUALITATIVE DISCLOSURES?FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA?Opinions on the Financial Statements and Internal Control over Financial Reporting?Internal Control-Integra

35、ted Framework?Internal Control-Integrated Framework?Basis for Opinions?Definition and Limitations of Internal Control over Financial Reporting?Critical Audit Matters?Revenue Recognition Contract Drilling Revenue?Principles of Consolidation?Reclassification of Prior Year Presentation?Cash and Cash Eq

36、uivalents?Short-term Investments?Inventory?Property,Plant and Equipment?Litigation and Insurance Reserves?Revenue Recognition?Research and Engineering?Income Taxes?Use of Estimates?Recent Accounting Pronouncements Adopted?Debt with Conversion and Other Options(Subtopic 470-20)and Derivatives and Hed

37、ging Contracts in Entitys Own Equity(Subtopic 815-40?Not Yet Adopted?Segment Reporting(Topic 280)?Improvement to Income Tax Disclosures,?Canada Drilling?Severance and transaction related costs?Recurring Fair Value Measurements?Nonrecurring Fair Value Measurements?Fair Value of Debt Instruments?Stock

38、 Option Plans?Restricted Shares?Restricted Shares Based on Performance Conditions?Restricted Shares Based on Market Conditions?Foreign Currency Risk?Credit Risk?Interest Rate and Marketable and Non-marketable Security Price Risk?9.125%Senior Priority Guaranteed Notes due January 2030?1.75%Senior Exc

39、hangeable Notes Due June 2029?0.75%Senior Exchangeable Notes Due January 2024?2022 Credit Agreement?Letters of Credit?Common shares?Common stock warrants?Commitments?Leases?Contingencies Income Tax?Litigation?Off-Balance Sheet Arrangements(Including Guarantees)?Disaggregation of revenue?Lease Positi

40、on?Lease Costs?Other Information?Lease Terms and Discount Rates?Undiscounted Cash Flows?Distinguishing Liabilities from Equity?NETC?NETC II?CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE?CONTROLS AND PROCEDURES?Internal ControlIntegrated Framework?OTHER INFORMAT

41、ION?DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS?DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE?Director Nominees?Election of Directors?Other Executive Officers?Meetings of the Board and Committees?Section 16(a)Beneficial Ownership Reporting Compliance?EXECUTIVE COMPENS

42、ATION?Compensation Discussion and Analysis,”“2023 Summary Compensation Table,”“2023 Grants of Plan-Based Awards,”“2023 Outstanding Equity Awards at Fiscal Year End,”“2023 Option Exercises and Shares Vested,”“2023 Non-Qualified Deferred Compensation,”“Required Pay-Ratio Disclosure,”“Pay v.Performance

43、,”“2023 Potential Payouts upon Termination or Change in Control,”“Non-Employee Director Compensation,”“Risk Assessment,”“Compensation Committee Interlocks and Insider Participation,”?“Compensation Committee Report,?SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDE

44、R MATTERS?“Share Ownership”?“Securities Authorized for Issuance under Equity Compensation Plans?CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE?Certain Relationships and Related Transactions?Overview of Key Governance Topics Director Independence,”?PRINCIPAL ACCOUNTING FEES

45、AND SERVICES?“Independent Auditor Fees”?EXHIBITS,FINANCIAL STATEMENT SCHEDULES?FORM 10-K SUMMARY?Chairman,President and?Chief Executive Officer?(Principal Executive Officer)?Chief Financial Officer?(Principal Financial Officer and Accounting Officer)?BOARD OF DIRECTORSAnthony G.PetrelloNabors Chairm

46、an of the Board,President&ChiefExecutive OfficerTanya S.BederChair&CEO of SBCC Group,Inc.Anthony R.ChaseChair&CEO of ChaseSource,L.P.James R.CraneChair&CEO of Crane Capital Group,Inc.John P.KottsPrivate investor and entrepreneurMichael C.LinnPresident&CEO of MCL Ventures,LLCJohn YearwoodLead Directo

47、r,Retired President,CEO&COO of Smith International,Inc.LEADERSHIP TEAMAnthony G.PetrelloChairman,President&Chief Executive OfficerWilliam RestrepoChief Financial OfficerMark D.AndrewsCorporate Secretary.Siggi MeissnerPresident,Energy Transition and IndustrialAutomationMiguel RodriguezSenior Vice Pre

48、sident,Finance OperationsTravis PurvisSenior Vice President,Global Drilling OperationsMichael CsizmadiaSenior Vice President,General Counsel&Chief Compliance OfficerSubodh SaxenaSenior Vice President,Nabors Drilling SolutionsClark WoodVice President&Chief Accounting OfficerJade StrongSenior Vice Pre

49、sident&Chief AdministrativeOfficerYehya AltameimiChief Executive OfficerSaudi Aramco Nabors Drilling(SANAD)SHAREHOLDER INFORMATIONCorporate AddressCrown HouseSecond Floor4 Par-la-Ville Road Hamilton,Bermuda HM 08Telephone:(441)292-1510FAX:(441)292-1334Mailing AddressP.O.Box HM3349Hamilton,HMPXBermud

50、aForm 10-KOur Form 10-K is available on our website at within the“Investor Relations”section.Copies may be obtained at no charge by writingto our Corporate Secretary at Naborscorporate office.Transfer AgentComputershare Trust Company,N.A correspondence should be mailed to:ComputershareP.O.Box 43006P

51、rovidence,RI 02940-3006Overnight correspondence should be sent to:Computershare150 Royall Street,Suite 101Canton,Massachusetts,02021United StatesShareholder online inquiries:https:/ Relations Contact:William C.ConroyVice President of Corporate Development&Investor RelationsWilliam.ConroyNIndependent

52、 Registered Public Accounting FirmPricewaterhouseCoopers LLP Houston,TexasOn April 8,2024,the closing price of our common shares as reported on theNew York Stock Exchange(“NYSE”)was$88.19,and there wereapproximately 1,617 shareholders of record of our common shares.Thecommon shares are listed on the

53、 NYSE under the symbol“NBR.”For additional information regarding corporate governance,historicalfinancial data,investor presentations and global rig fleet,please .This annual report includes forward-looking statements within the meaningof the Securities Act of 1933 and the Securities Exchange Act of

54、 1934.Suchforward-looking statements are subject to a number of risks anduncertainties,as disclosed by Nabors from time to time in its filings with theSecurities and Exchange Commission.As a result of these factors,Naborsactual results may differ materially from those indicated or implied by suchfor

55、ward-looking statements.The forward-looking statements contained inthis annual report reflect management s estimates and beliefs as of the datethis annual report is first made available to shareholders.Nabors does notundertake to update these forward-looking statements.Crown HouseSecond Floor4 Par-la-Ville RoadHamilton,Bermuda HM 08WWW.NABORS.COM2023 ANNUAL REPORT