United States securities and exchange commission logo
March 24, 2022
William Restrepo
Chief Financial Officer
Nabors Industries, Ltd.
Crown House Second Floor
4 Par-la-Ville Road
Hamilton, HM08
Bermuda
Re: Nabors Industries,
Ltd.
Form 10-K for
Fiscal Year Ended December 31, 2020
Form 8-K filed
February 8, 2022
File No. 001-32657
Dear Mr. Restrepo:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed February 8, 2022
Exhibit 99.1
Segment Reporting, page 3
1. We note the
presentation of Adjusted EBITDA and Adjusted operating income (loss) for
each of your reportable
segments. Please revise your disclosure as it appears Adjusted
EBITDA by segment
should be reconciled to Adjusted operating income (loss) by
segment as it is the
measure used by management to evaluate segment performance.
Refer to Item
10(e)(1)(i)(B) of Regulation S-K.
2. Tell us whether Daily
Rig Margin is a non-GAAP measure for which disclosure pursuant
to Item 10(e) of
Regulation S-K should be provided. In addition, revise to explain how
Daily Rig Revenue is
calculated.
William Restrepo
Nabors Industries, Ltd.
March 24, 2022
Page 2
Reconciliation of Non-GAAP Financial Measures to Income (Loss) from Continuing
Operations
Before Income Taxes, page 5
3. Please revise to reconcile the non-GAAP measures Adjusted EBITDA and
Adjusted
operating income (loss) in a manner that gives prominence to the most
directly
comparable GAAP-basis measure. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and
question 102.10 of the Compliance & Disclosure Interpretations
regarding Non-GAAP
Financial Measures.
Reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities,
page 7
4. Please revise the title used for the non-GAAP measure Free cash flow
as it is not
calculated in the typical manner. Also, your statement that Free cash
flow is an indicator
of your ability to generate cash flow after required spending to
maintain or expand your
asset base does not appear to be appropriate. Refer to question of the
102.07 of the
Compliance & Disclosure Interpretations regarding Non-GAAP Financial
Measures.
Exhibit 99.2, page 1
5. We note the presentation of certain measures in your earnings
presentation such as, but
not limited to, Combined Drilling and Solutions daily margin and
Combined gross margin
on page 5 and Annual EBITDA per rig for SANAD on page 10. Please tell
us whether
these are non-GAAP measures and how you considered the disclosure
requirements per
Item 10(e) of Regulation S-K and Regulation G for the non-GAAP
measures not
identified in the Appendix. In addition, tell us how the measure of
gross margin shown on
page 3 of your earnings presentation is calculated.
6. Consider the above comments as they relate to the Appendix section
(e.g., the
reconciliations of Adjusted EBITDA and Adjusted Operating Income
(loss)).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Wei Lu at (202) 551-3725 or Ethan Horowitz at (202)
551-3311 with
any questions.
FirstName LastNameWilliam Restrepo Sincerely,
Comapany NameNabors Industries, Ltd.
Division of
Corporation Finance
March 24, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName