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What changed in NOV Inc.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of NOV Inc.'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.

+312 added357 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-14)

Top changes in NOV Inc.'s 2024 10-K

312 paragraphs added · 357 removed · 234 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

78 edited+35 added53 removed29 unchanged
Biggest changeIt also invests in new technologies related to its non-oil and gas business as well as renewable energy-related technologies. Through its internal development programs and certain acquisitions, the Company has assembled an extensive array of technologies protected by a substantial number of trademarks, for both goods and services, patents, trade secrets, and other proprietary rights.
Biggest changeThrough its internal development programs and certain acquisitions, the Company has assembled an extensive array of technologies protected by a substantial number of trademarks, for both goods and services, patents, trade secrets, and other proprietary rights. 8 As of December 31, 2024, the Company held a substantial number of granted patents and pending patent applications worldwide, including U.S. patents and U.S. patent applications as well as patents and patent applications in a variety of other countries.
Successful safety programs and campaigns are also shared across the Company’s operations, including: Stop Work Authority all NOV employees have the authority, responsibility, and duty to stop an unsafe act, practice, or job. Life Saving Rules standardized rules aligning NOV with industry partners to reduce the risk of serious injury or death associated with critical hazards in the workplace. Safety Audits program coordinating safety walk-throughs, observations, and improvements at NOV facilities. Safety stand downs pausing normal operations for general safety meetings or to address a specific risk.
Successful safety programs and campaigns are also shared across the Company’s operations, including: Stop Work Authority all NOV employees have the authority, responsibility, and duty to stop an unsafe act, practice, or job; Life Saving Rules standardized rules aligning NOV with industry partners to reduce the risk of serious injury or death associated with critical hazards in the workplace; Safety Audits programs coordinating safety walk-throughs, observations, and improvements at NOV facilities; and Safety stand downs pausing normal operations for general safety meetings or to address a specific risk.
The Company believes its cross-business-unit expertise uniquely positions NOV to pioneer proprietary technologies across its business lines. For example, NOV’s Wellbore Technologies and Rig Technologies segments jointly introduced closed-loop drilling technologies, which link real-time data from the well bottom to drilling rig controls and use machine learning to drive greater efficiency.
The Company believes its cross-business-unit expertise uniquely positions NOV to pioneer proprietary technologies across its business lines. For example, NOV’s segments jointly introduced closed-loop drilling technologies, which link real-time data from the well bottom to drilling rig controls and use machine learning to drive greater efficiency.
NOV’s advanced waste management systems with real-time monitoring play an integral role in reducing the risks associated with waste in transit and decreasing the industries' overall emissions operations. NOV’s Ideal eFrac™ pressure pumping equipment delivers advanced well stimulation technology to dramatically reduce emissions and decrease ownership cost.
NOV’s advanced waste management systems with real-time monitoring play an integral role in reducing the risks associated with waste in transit and decreasing the industries’ overall emissions operations. 7 NOV’s Ideal eFrac™ pressure pumping equipment delivers advanced well stimulation technology to dramatically reduce emissions and decrease ownership cost.
NOV is investing considerable time and resources to develop its Max TM platform and Max TM edge devices, which enable large-scale collection, aggregation, and big-data analytics of real-time equipment and process data, both at the edge and in the cloud.
NOV is investing considerable time and resources to develop its Max TM platform and Max TM edge devices, which enable large-scale collection, aggregation, and analytics of real-time equipment and process data, both at the edge and in the cloud.
The Company’s global manufacturing footprint and diverse production flexibility also enables NOV to rapidly adapt to demand changes, efficiently leverage manufacturing capacity in high-demand areas, and manufacture goods in lower-cost jurisdictions. NOV’s geographic diversity also reduces potential revenue volatility from shifts in activity location, regional differences in energy prices, and adverse weather events. Scope and scale for distribution and marketing.
The Company’s global manufacturing footprint and diverse production flexibility also enable NOV to rapidly adapt to demand changes, efficiently leverage manufacturing capacity in high-demand areas, and manufacture goods in lower-cost jurisdictions. NOV’s geographic diversity also reduces potential revenue volatility from shifts in activity location, regional differences in energy prices, and adverse weather events. Scope and scale for distribution and marketing.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 9 Seasonal Nature of the Company’s Business Historically, activity levels of some of the Company’s segments have followed seasonal trends to some degree.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Seasonal Nature of the Company’s Business Historically, activity levels of some of the Company’s segments have followed seasonal trends to some degree.
Both situations temporarily reduce demand for the Company’s products and services in the affected geographic area, although revenues generally recover once conditions improve. Fluctuations in customer’s activity levels caused by national or customary holiday seasons and annual budgetary cycles can also affect their spending levels with the Company, leading to both temporary local decreases and increases in sales.
Both situations temporarily reduce demand for the Company’s products and services in the affected geographic area, although revenues generally recover once conditions improve. Fluctuations in customers’ activity levels caused by national or customary holiday seasons and annual budgetary cycles can also affect their spending levels with the Company, leading to both temporary local decreases and increases in sales.
To the extent NOV can provide equipment and technology products that are equal to or better than those developed by service providers, it will prevent any one organization from having a proprietary advantage and therefore drive fragmentation. This fragmentation expands NOV’s customer base and avoids customer concentration in most of its businesses.
To the extent NOV can provide equipment and technology products that are equal to or better than those developed by the major oilfield service providers, it will prevent any one organization from having a proprietary advantage and therefore drive fragmentation. This fragmentation expands NOV’s customer base and avoids customer concentration in most of its businesses.
The Company typically realizes a more pronounced level of spending during the fourth quarter, and a decline in the first quarter, in certain of its businesses, which it believes is related to annual budgetary cycles and winter weather. On average, first quarter revenues through the past five years have declined 9.1% sequentially from the fourth quarter.
The Company typically realizes a more pronounced level of spending during the fourth quarter, and a decline in the first quarter, in certain of its businesses, which it believes is related to annual budgetary cycles and winter weather. On average, first quarter revenues through the past five years have declined 6.9% sequentially from the fourth quarter.
NOV is working to develop proprietary solutions to improve project execution, drive higher capital returns, and lower levelized costs of energy (“LCOE,” which is a measure of the average net present cost of electricity generation over a source’s lifetime) associated with renewable energy.
NOV is working to develop proprietary solutions to improve project execution, drive higher capital returns, and lower levelized costs of energy (“LCOE,” which is a measure of the average net present cost of electricity generation over a source’s lifetime) associated with renewable energy and low-carbon solutions.
NOV’s team designs and manufactures a broad array of equipment and technology, from some of the heaviest, largest, and most complex mobile machines on earth (on and offshore drilling rigs, wind turbine installation ships, and FPSOs) to very small precision sensors and measuring devices.
NOV’s team designs and manufactures a broad array of equipment and technology, from some of the heaviest, largest, and most complex mobile machines on earth (on and offshore drilling rigs, wind turbine installation vessels, and FPSOs) to very small precision sensors and measuring devices.
With operations in 61 countries, NOV has developed an efficient worldwide distribution network and relationships with virtually every oil and gas producer, service company, and contractor. NOV uses its customer relationships and distribution capabilities to accelerate the commercialization of new products and technologies.
With operations in 59 countries, NOV has developed an efficient worldwide distribution network and relationships with virtually every oil and gas producer, service company, and contractor. NOV uses its customer relationships and distribution capabilities to accelerate the commercialization of new products and technologies.
Business Strategy and Competitive Strengths NOV’s primary business objective is to generate above-average, long-term capital returns and further enhance its position as a leading independent global energy technology and equipment provider by delivering technologies, equipment, and services that help lower the marginal cost and environmental footprint associated with energy development and production from oil, gas, and renewable sources.
Business Strategy and Competitive Strengths NOV’s primary business objective is to generate above-average, long-term capital returns and further enhance its position as a leading independent global energy technology and equipment provider by delivering solutions that help lower the marginal cost and environmental footprint associated with energy development and production from oil, gas, and renewable sources.
NOV’s employee base includes: Inventors, designers, scientists, and engineers (including mechanical, electrical, chemical, hydraulic, materials, computer, software, data analytics, and other disciplines) who design and improve the equipment, electronics, software, services and process that bring value to NOV’s customers. Technical sales, marketing and training professionals who educate customers, the industry, and our own organization about NOVs’ many products, services, and unique capabilities. Supply chain, logistics, warehousing, and quality testing professionals who ensure our factories, workshops, repair centers and field technicians have the right materials and tools to do their jobs efficiently. Production and service planners and schedulers, project managers, and process design and Quality Health Safety and Environmental professionals who plan, manage, and monitor the activities of our workforce to ensure high-quality, efficient, safe, and environmentally compliant operations. Machinists, metal fabricators, welders, assemblers, pipe fitters, riggers, electronics technicians, system integrators, composite material fabricators, paint and industrial coatings specialists, and other skilled trade professionals who use a wide variety of industrial processes, tools, and techniques to transform raw materials and purchased components into the many products NOV sells. Field service engineers, mechanics, and technicians who maintain, service, repair, and upgrade NOV equipment and, in some cases, assist customers with its operation. Business leaders and managers who create business strategies and targets, assess goals and priorities, and allocate resources to ensure NOV’s employees have the tools they need to get the job done and further build the Company’s competitive advantages. Support function professionals, including: Information Technology, Human Resources, Legal, Compliance, Clerical, and Accounting and Finance who support operations to keep the business infrastructure and administrative burdens flowing. 11 Thirty-six percent of NOV employees work in the United States, 21% in Europe, 14% in Latin America, 12% in the Asia Pacific region, 11% in the Middle East and Africa, 4% in Canada and 2% in China.
NOV’s employee base includes: Inventors, designers, scientists, and engineers (including mechanical, electrical, chemical, hydraulic, materials, computer, software, data analytics, and other disciplines) who design and improve the equipment, electronics, software, services and process that bring value to NOV’s customers; Technical sales, marketing and training professionals who educate customers, the industry, and our own organization about NOVs’ many products, services, and unique capabilities; Supply chain, logistics, warehousing, and quality testing professionals who ensure our factories, workshops, repair centers and field technicians have the right materials and tools to do their jobs efficiently; Production and service planners and schedulers, project managers, and process design and Quality Health Safety and Environmental professionals who plan, manage, and monitor the activities of our workforce to ensure high-quality, efficient, safe, and environmentally compliant operations; 9 Machinists, metal fabricators, welders, assemblers, pipe fitters, riggers, electronics technicians, system integrators, composite material fabricators, paint and industrial coatings specialists, and other skilled trade professionals who use a wide variety of industrial processes, tools, and techniques to transform raw materials and purchased components into the many products NOV sells; Field service engineers, mechanics, and technicians who maintain, service, repair, and upgrade NOV equipment and, in some cases, assist customers with its operation; Business leaders and managers who create business strategies and targets, assess goals and priorities, and allocate resources to ensure NOV’s employees have the tools they need to get the job done and further build the Company’s competitive advantages; and Support function professionals, including: Information Technology, Human Resources, Legal, Compliance, Clerical, and Accounting and Finance who support operations to keep the business infrastructure and administrative burdens flowing. 34% percent of NOV employees work in the United States, 20% in Europe, 14% in Latin America, 13% in the Asia Pacific region, 13% in the Middle East and Africa, 3% in Canada and 3% in China.
NOV’s strategy is to capitalize on economies of scale that arise from its position as a leading provider of equipment and technology to the global energy industry; proprietary technology it continues to develop; and core capabilities and competencies it can apply toward advancing the energy transition.
NOV’s strategy is to capitalize on economies of scale that arise from its position as a leading provider of equipment and technology to the global energy industry, proprietary technology it continues to develop, and core capabilities and competencies it can apply toward advancing alternative sources of energy.
The Company’s Code of Ethics is also posted on its website. The information posted on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K. 13
The Company’s Code of Ethics is also posted on its website. The information posted on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K. 11
Demand for the Company’s products and services depends primarily upon the general level of activity in the oil and gas industry worldwide. Oil and gas activity is in turn heavily influenced by, among other factors, oil and gas prices worldwide. High levels of drilling and well remediation generally spurs demand for the Company’s products and services.
Demand for the Company’s products and services depends primarily upon the general level of activity in the oil and gas industry worldwide. Oil and gas activity is in turn heavily influenced by, among other factors, oil and gas prices worldwide. High levels of drilling and well remediation drive demand for the Company’s products and services.
NOV’s global leadership and footprint, spanning almost every major oil and gas market, provides the Company with economies of scale, enabling development of a unique global supply chain, which allows materials procurement from lower-cost sources.
NOV’s global leadership and footprint, spanning almost every major oil and gas market, provide the Company with economies of scale, enabling a unique global supply chain, which allows materials procurement from lower-cost sources.
The Company also obtains employee feedback through ‘pulse’ surveys which measure employee satisfaction across several areas. Human resources managers and business managers across the Company review this information to identify areas for improvement and create remediation strategies. The Company invests in opportunities for employee education, growth, and development, providing comprehensive training opportunities in technical, managerial, and soft skills.
The Company also obtains employee feedback through ‘pulse’ surveys which measure employee engagement across several areas. Human resources managers and business managers across the Company review this information to identify areas for improvement and create remediation strategies. The Company invests in opportunities for employee education, growth, and development, providing comprehensive training opportunities in technical, managerial, and leadership skills.
Customers may prefer standardized equipment from NOV, a well-capitalized market leader with which they can enter into long-term service agreements that offer big-data analytics and condition monitoring to maximize uptime and reduce the total cost of equipment ownership. 2 Large installed base of equipment.
Customers may prefer standardized equipment from NOV, a well-capitalized market leader with which they can enter into long-term service agreements that offer advanced analytics and condition monitoring to maximize uptime and reduce the total cost of equipment ownership. Large installed base of equipment.
The Company’s 548 physical locations include various size manufacturing plants, research facilities, machine shops, office buildings, warehouses, and distribution centers where between 20 to 1,100 people work and repair shops, rental tool bases, sales offices and other small locations where between 5 to 200 people work.
The Company’s 551 physical locations include manufacturing plants, research facilities, machine shops, office buildings, warehouses, and distribution centers where between 20 to 1,100 people work, and repair shops, rental tool bases, sales offices and other small locations where between 5 to 200 people work.
Develop proprietary technologies and solutions that assist oil and gas operators in reducing their marginal cost of supply NOV strives to further develop its substantial technology portfolio and is known for developing innovative customer productivity solutions. The Company is well positioned to introduce breakthrough technologies that enhance efficiencies and address industry needs, to generate strong returns.
Develop proprietary technologies and solutions that assist energy producers in reducing their marginal cost of supply NOV strives to further develop its substantial technology portfolio and is known for developing innovative customer productivity solutions. The Company is well positioned to introduce breakthrough technologies that enhance efficiencies and address industry needs, to generate strong returns.
NOV’s extensive proprietary technology portfolio supports the industry’s full-field drilling, completion, and production needs. With unmatched cross-segment capabilities, scope, and scale, NOV continues to develop and introduce technologies that further enhance the economics and efficiencies of energy production, with a focus on automation, predictive analytics, and condition-based maintenance.
NOV’s extensive proprietary technology portfolio supports the industry’s drilling, completion, and production needs. With unmatched cross-segment capabilities, scope, and scale, NOV continues to develop and introduce technologies that further enhance the economics and efficiencies of energy production, with a focus on digital solutions, including automation, predictive analytics, and condition-based maintenance.
Across NOV’s global workforce, women make up 15% of all employees, 23% of salaried employees, 22% of the C-Suite and hold 22% of the Company’s Board of Directors seats. Career satisfaction and skills NOV tracks and monitors data on the employee experience including hiring, turnover, and promotion trends.
Across NOV’s global workforce, women make up 16% of all employees, 23% of salaried employees, 20% of the C-Suite and hold 27% of the Company’s Board of Directors seats. 10 Career satisfaction and skills NOV tracks and monitors data on the employee experience including hiring, turnover, and promotion trends.
ITEM 1. B USINESS General NOV Inc. (“NOV” or the “Company”) is a leading independent equipment and technology provider to the global energy industry. Originally founded in 1862, NOV and its predecessor companies have spent 162 years helping transform oil and gas field development and improving its cost-effectiveness, efficiency, safety, and environmental impact.
ITEM 1. B USINESS General NOV Inc. (“NOV” or the “Company”) is a leading independent equipment and technology provider to the global energy industry. NOV and its predecessor companies have spent over 160 years helping transform oil and gas development and improving its cost-effectiveness, efficiency, safety, and environmental impact.
SPS also provides an assortment of critical subsea production equipment, such as water injection and tie-in connector systems, subsea storage units, and other related products.
NOV also offers an assortment of critical subsea production equipment, such as water injection and tie-in connector systems, subsea storage units, and other related products. Production and Midstream Equipment.
Additionally, the Company maintains a substantial number of trademarks for both goods and services and maintains a number of trade secrets. Although the Company believes that this intellectual property has value, competitive products with different designs have been successfully developed and marketed by others.
Expiration dates of such patents range from 2025 to 2044. Additionally, the Company maintains a substantial number of trademarks for both goods and services and maintains a number of trade secrets. Although the Company believes that this intellectual property has value, competitive products with different designs have been successfully developed and marketed by others.
The segment contains the following business units: Downhole is a leading independent drilling and intervention equipment supplier with engineering teams, manufacturing facilities, supply hubs, and service centers situated in oil and gas activity regions with a constantly evolving product portfolio that includes downhole drilling motors, agitator systems, and fishing and thru-tubing tools.
NOV is a leading independent drilling and intervention downhole tools equipment supplier with engineering teams, manufacturing facilities, supply hubs, and service centers situated in oil and gas activity regions. The Company’s constantly evolving product portfolio includes downhole drilling motors, agitator systems, and measurement-while-drilling, logging-while-drilling, fishing, and thru-tubing tools.
Over the past few decades, the Company has pioneered and refined key technologies to improve the economic viability of frontier resources, including unconventional and deepwater oil and gas. More recently, by applying its deep expertise and technology, the company has helped advance the transition toward sustainable energy.
Over the past few decades, the Company has pioneered and refined key technologies to improve the economic viability of frontier resources, including unconventional and deepwater oil and gas. More recently, by applying its deep expertise and technology, the Company has developed solutions to improve the economics of alternative energy sources.
See Note 16 to the Consolidated Financial Statements for financial information by segment and a geographical revenue and long-lived asset breakout. We have also included a glossary of oilfield terms at the end of Item 1. “Business” of this Annual Report. Markets and Competition The Company’s customers are predominantly service companies, oil and gas companies, and shipyards.
See Note 16 to the Consolidated Financial Statements for financial information by segment and a geographical revenue and long-lived asset breakout. We have also included a glossary of oilfield terms at the end of Item 1. “Business” of this Annual Report.
The patent-pending Ideal eFrac system enhances wellsite safety by reducing complexity and removing personnel from hazardous environments. In addition to lower operating emissions and greater power density, the Ideal eFrac system is less disruptive to neighboring communities due to its reduced noise and smaller footprint, requiring 40 percent fewer truckloads for delivery.
The patent-pending Ideal eFrac system enhances wellsite safety by reducing complexity and removing personnel from hazardous environments. In addition to lower operating emissions and greater power density, the Ideal eFrac system is less disruptive to neighboring communities because it reduces truckloads by 40 percent, enables a smaller footprint, and reduces noise.
While oil and gas will remain critical to many parts of the global economy, the transition to clean, carbon-neutral energy sources represents an enormous economic opportunity for organizations that can improve the economic competitiveness of renewable energy.
While oil and gas will remain critical to many parts of the global economy, the drive to reduce emissions represents an enormous economic opportunity for organizations that can improve the economic competitiveness of renewable energy and lower-carbon solutions.
The Company has pioneered numerous solutions for improving the industry’s safety and environmental footprint, including NOV’s closed-loop solids control systems, dual-containment flowline technologies, solar pumping systems, and hydrocarbon leak detection systems, among others. NOV remains committed to reducing emissions and improving industry sustainability.
The Company has pioneered numerous solutions for improving the industry’s safety and environmental footprint, including NOV’s closed-loop solids control systems, regenerative power systems, dual-containment flowline technologies, solar pumping systems, and hydrocarbon leak detection systems, among others.
Products within Wellbore Technologies and Completion & Production Solutions are sold and rented worldwide through NOV’s sales force and through commissioned representatives. Substantially all of Rig Technologies’ capital equipment and spare parts sales, and a large portion of smaller pumps and parts sales, are made through NOV’s direct sales force and distribution service centers.
Products within Energy Products & Services are sold and rented worldwide through NOV’s sales force and through commissioned representatives. Substantially all of Energy Equipment’s capital equipment and spare parts sales, and a large portion of smaller pumps and parts sales, are made through NOV’s direct sales force and distribution service centers.
Some programs include: Powering Excellence designed for current and potential business leaders, Supervisor Training and Resources (STAR) and Leading Self and Others designed for new managers, as well as many other courses through the Company’s dedicated Technical Training Centers based in Houston, Singapore, UAE, Norway, UK, and South America. 12 Available Information The Company’s principal executive offices are located at 10353 Richmond Avenue, Houston, Texas 77042.
Some programs include Powering Excellence designed for current and potential business leaders, Supervisor Training and Resources (STAR) and Leading Self and Others designed for new managers, as well as many other courses through the Company’s dedicated Technical Training Centers based in Houston, Singapore, UAE, Norway, UK, and South America.
The business unit manufactures flexible subsea pipe systems designed to operate worldwide in demanding offshore conditions. Flexible pipes are highly engineered, complex, helically wound structures composed of multiple unbonded steel and composite layers, allowing them to withstand the demanding pressures and tensile loads of deepwater production while remaining resistant to wave- and tidal-induced fatigue.
Flexible pipes are highly engineered, complex, helically-wound structures composed of multiple unbonded steel and composite layers, allowing them to withstand the demanding pressures and tensile loads of deepwater production while remaining resistant to wave- and tidal-induced fatigue.
Its telephone number is (346) 223-3000. Further information about the Company’s products and services can be found on its website at: www.nov.com. The Company’s common stock is traded on the New York Stock Exchange under the symbol “NOV”.
Available Information The Company’s principal executive offices are located at 10353 Richmond Avenue, Houston, Texas 77042. Its telephone number is (346) 223-3000. Further information about the Company’s products and services can be found on its website at: www.nov.com. The Company’s common stock is traded on the New York Stock Exchange under the symbol “NOV”.
NOV is also designing several proprietary lifting and handling tools for streamlined turbine component installation. Today, the floating offshore wind market sits in the pre-commercial development phase, with industry players focused on proofs of concept and mitigating execution risk.
NOV is also designing several proprietary lifting and handling tools for streamlined turbine component installation. Today, the floating offshore wind market is in the pre-commercial development phase, with industry players focused on proofs of concept and mitigating execution risk. Onshore Wind NOV is developing technology to lower onshore wind’s LCOE by economically constructing increasingly tall wind towers.
Backlog The Company monitors its backlog of orders to guide its planning. Backlog includes orders which typically require more than three months to manufacture and deliver. Backlog measurements are based on written orders that are firm but may be defaulted upon by the customer in some instances. Most require reimbursement to the Company for costs incurred in such an event.
Backlog The Company monitors its backlog of orders to guide its planning. Backlog includes orders from the Company’s Energy Equipment segment that typically require more than three months to manufacture and deliver. Backlog measurements are based on written orders that are firm but may be defaulted upon by the customer in some instances.
NOV’s eDrive™ system for wireline skids and hybrid wireline trucks provides a more sustainable solution for interventions by making customers’ operations less impactful on the environment and strengthening regulatory compliance.
NOV’s eDrive™ system for wireline skids and hybrid wireline trucks provides a more sustainable solution for interventions by making customers’ operations less impactful on the environment and strengthening regulatory compliance. Markets and Competition The Company’s customers are predominantly service companies, oil and gas companies, and shipyards.
NOV is also a leading geothermal equipment and technology provider, offering a broad array of tools and equipment specifically designed for the ultra-harsh conditions associated with geothermal development.
The Company has pioneered numerous innovations that help reduce emissions in oilfield operations. NOV is also a leading geothermal equipment and technology provider, offering a broad array of tools and equipment specifically designed for the ultra-harsh conditions associated with geothermal development.
An added benefit of the EcoBooster™ system is improved equipment performances as the hydraulic response is quicker from the accumulators than from ramping up the pumps. 5 NOV’s iNOVaTHERM™ waste management system incorporates thermal desorption technology that efficiently minimizes and treats drilling waste at the source for safe on-site disposal, significantly reducing costly carbon-emitting activities, such as barge vessel trips, crane lifts, and trucking transport.
NOV’s iNOVaTHERM™ waste management system incorporates thermal desorption technology that efficiently minimizes and treats drilling waste at the source for safe on-site disposal, significantly reducing costly carbon-emitting activities, such as barge vessel trips, crane lifts, and trucking transport.
There can be no assurance that the backlog amounts will ultimately be realized as revenue, or that the Company will earn a profit on backlog work. Backlog for Completion & Production Solutions at December 31, 2023, 2022 and 2021 was $1.8 billion, $1.6 billion and $1.3 billion, respectively.
Most require reimbursement to the Company for costs incurred in such an event. There can be no assurance that the backlog amounts will ultimately be realized as revenue, or that the Company will earn a profit on backlog work. Backlog at December 31, 2024, 2023 and 2022 was $4.4 billion, $4.1 billion and $3.8 billion, respectively.
Leverage core capabilities and competencies to assist customers in efforts to reduce environmental footprint and advance energy transition initiatives NOV’s engineering expertise, complex global supply chain management, low-cost manufacturing, and large-scale energy infrastructure development support provide unique capabilities to assist customers with energy transition advancement.
Leverage core capabilities and competencies to assist customers in efforts to reduce their environmental footprint and improve the economics of alternative sources of energy NOV’s engineering expertise, complex global supply chain management, low-cost manufacturing, and large-scale energy infrastructure development provide unique capabilities to help customers economically diversify the energy mix.
Technology from NOV’s Wellstream Processing business enables CO2-from-hydrocarbon separation, dehydration, and liquification, all vital parts of the carbon capture chain. In addition, the APL business’s turret and mooring systems facilitate the development of offshore carbon re-injection sites.
Carbon Capture and Sequestration NOV is positioned to play a meaningful role in the growing carbon capture and sequestration industry. NOV’s gas processing technology enables CO2-from-hydrocarbon separation, dehydration, and liquification, all vital parts of the carbon capture chain. In addition, the business’s turret and mooring systems used in offshore production facilitate the development of offshore carbon re-injection sites.
Marketed under globally recognized brands known for quality and reliability and backed by more than 75 years of advanced fluid-handling experience, Industrial Pumps and Mixers serves a wide breadth of end markets, including biogas, food and beverage, water/wastewater, chemical, mineral processing, pulp & paper, pharmaceutical, and general industrial processes. Pole Products provides premium products to support connectivity, lighting, and power for municipal and residential applications, including 5G, smart-city infrastructure, roads and highways, and energy-grid modernization.
Marketed under globally recognized brands known for quality and reliability and backed by more than 75 years of advanced fluid-handling experience, NOV’s industrial pumps and mixers serve a wide breadth of end markets, including biogas, food and beverage, water/wastewater, chemical, mineral processing, pulp and paper, pharmaceutical, and general industrial processes.
In support of this commitment, NOV has communicated a Diversity and Inclusion Statement from the CEO to our employees and has implemented training programs covering the Company’s Code of Conduct and Business Ethics, Unconscious Bias , and Harassment in the Workplace .
In support of this commitment, NOV has implemented training programs covering the Company’s Code of Conduct and Business Ethics and Harassment in the Workplace .
NOV is working to become a value-added partner capable of meaningfully reducing project execution risk by leveraging the Company’s broad and growing portfolio of relevant technology, extensive track record of successfully managing complex marine projects, relationships with global shipyards, and robust global supply chain accustomed to stringent quality and traceability. 4 Onshore Wind NOV is developing technology to lower onshore wind’s LCOE by economically constructing increasingly tall wind towers.
Offshore Wind NOV is a value-added partner capable of meaningfully reducing offshore wind project execution risk. The Company has a broad and growing portfolio of relevant technology, an extensive track record of successfully managing complex marine projects, long-standing relationships with global shipyards, and a robust global supply chain accustomed to stringent quality and traceability. Wind turbine installation vessels (WTIVs ).
The Company also benefits from a customer base requiring technically complex equipment for use in extreme environments. 3 NOV’s infrastructure leverages the energy industry’s cyclicality. As commodity prices rise, the industry typically enters an expansionary phase, and equipment orders increase. NOV is able to ramp up manufacturing capacity quickly to capture the up-cycle value while meeting customer demand.
NOV manufactures a diverse line of products and improves efficiency by shifting production runs to high-demand or lowest-cost facilities. The Company also benefits from a customer base requiring technically complex equipment for use in extreme environments. NOV’s infrastructure leverages the energy industry’s cyclicality. As commodity prices rise, the industry typically enters an expansionary phase, and equipment orders increase.
WellSite Services manufactures, sells, and rents highly engineered solids control equipment and provides field services that improve customers’ bottom line by efficiently separating solids and reclaiming drilling fluids for reuse. After separating drill cuttings, WellSite Services provides waste management (both onsite and at centralized locations), including transport and storage.
NOV is a leading provider of solids control and waste management equipment and services. The Company provides field services and manufactures, sells, and rents highly engineered solids control equipment that efficiently separates solid drill cuttings and reclaims drilling fluids for reuse. NOV also provides waste management (both onsite and at centralized locations), including transport and storage, and water management solutions.
Backlog for Rig Technologies at December 31, 2023, 2022 and 2021, was $2.9 billion, $2.8 billion and $2.8 billion, respectively. Human Capital NOV’s 33,676 global, diverse employees use their skill and expertise to provide the products and services that help our customers operate safely, efficiently, sustainably, and competitively.
Human Capital NOV’s 34,010 global, diverse employees use their skill and expertise to provide the products and services that help our customers operate safely, efficiently, sustainably, and competitively.
For hydraulic stimulation jobs, ISE produces both conventional and multiple next-generation-technology configurations of high-pressure fracturing pumping units, along with complex process equipment such as hydration units, chemical additive systems, blenders, and control systems. The business unit produces essential consumables to support pressure pumping spreads, including centrifugal pumps, valves, seats, and flowline equipment.
NOV designs and manufactures capital equipment, related consumables, and digital products for hydraulic stimulation, coiled tubing, and wireline services. Hydraulic stimulation offerings include conventional and next-generation-technology configurations of high-pressure pumping units, along with process equipment such as hydration units, chemical additive systems, blenders, and control systems, along with consumables including centrifugal pumps, valves, seats, and flowline equipment.
Additionally, in time the process could enable in-field manufacturing operations, which could reduce costs and eliminate many logistical limitations of transporting the larger-diameter sections necessary for tall tower developments. KTS’s first commercial line is continuing testing and commissioning before commercial production commences within NOV’s facility in Pampa, TX.
Now in the early stages of commercialization, this proprietary process could significantly decrease tower section production times and reduce costs. Additionally, in time the process could enable in-field manufacturing operations, which could reduce costs and eliminate many logistical limitations of transporting the larger-diameter sections necessary for tall tower developments.
Through NOV's Max TM platform for digital solutions, ISE can leverage its integrated control systems and data acquisition services, at site and remotely, to provide comprehensive equipment status and quality operational process insights for the entire completions job, to optimize job efficiency and extend the equipment life.
Through NOV’s Max TM digital platform, the Company leverages its integrated control and data acquisition systems to provide comprehensive equipment status and operational process insights, to optimize job efficiency and extend the equipment life. NOV supports all its equipment with comprehensive repair, recertification, and other services through a global aftermarket facility network. Marine Equipment.
Maintaining financial strength inspires confidence from customers who make large purchase commitments delivered over multi-year timeframes and who expect NOV to support their equipment with OEM aftermarket parts and services for decades to come. NOV’s strong balance sheet provides flexibility to execute its strategy, including advancing technological offerings, through industry volatility and commodity price cycles.
The Company carefully manages its capital structure by continuously monitoring cash flow, capital spending, and debt capacity. Maintaining financial strength inspires confidence from customers who make large purchase commitments delivered over multi-year timeframes and who expect NOV to support their equipment with OEM aftermarket parts and services for decades to come.
NOV’s PowerBlade™ Kinetic Energy Recovery System is a regenerative braking technology that utilizes both flywheel energy and lithium-ion battery energy storage to significantly reduce fuel consumption and emissions associated with drilling and hoisting. The PowerBlade system captures and regenerates electrical energy that would have previously dissipated as heat when a drawworks, crane, or winch slows and stops.
NOV remains committed to reducing emissions and improving industry sustainability and has recently commercialized several new offerings including: NOV’s PowerBlade™ Kinetic Energy Recovery System is a regenerative braking technology that utilizes both flywheel energy and lithium-ion battery energy storage to significantly reduce fuel consumption and emissions associated with drilling and hoisting.
The PowerBlade system then returns this energy when needed. NOV's Maestro™ smart configurable power management system helps operators reduce fuel consumption while maintaining safe drilling operations. The Maestro system effectively calculates and determines the optimized and safe level of required power generation real-time.
The PowerBlade system captures and regenerates electrical energy that would have previously dissipated as heat when a drawworks, crane, or winch slows and stops. The PowerBlade system then returns this energy when needed. NOV’s Maestro™ smart configurable power management system helps operators reduce fuel consumption while maintaining safe drilling operations.
The Company sees promise in development and commercialization of novel products and technologies to improve the efficiencies and economics of land and offshore-based wind, geothermal power generation, and carbon capture and sequestration (See “Energy Transition” below).
The Company sees promise in development and commercialization of novel products and technologies to improve the efficiencies and economics of land and offshore-based wind, geothermal power generation, and carbon capture and sequestration. Employ a capital-light business model with the ability to quickly scale operations NOV’s manufacturing facilities require relatively low investment and maintenance expenses versus the sales they enable.
NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 61 countries. Prior to January 1, 2024, NOV, operated under three segments: Wellbore Technologies, Completion & Production Solutions, and Rig Technologies. Effective January 1, 2024, NOV consolidated its reporting structure into two segments: Energy Equipment and Energy Products and Services.
NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 59 countries. NOV operates under two segments, Energy Equipment and Energy Products and Services.
Grant Prideco leverages its expertise in metallurgy and connection technologies to offer an innovative product portfolio ranging from the simplest vertical land well to deepwater, extended-reach, high-pressure/high-temperature, and factory-drilling applications. IntelliServ's commercial telemetry network enables real-time broadband data transmission for instantaneous two-way communication between the bottomhole assembly and surface control system utilizing wired drill-pipe.
The Company leverages its metallurgy expertise and premium connection technologies to offer an innovative drill pipe product portfolio for applications ranging from the simplest vertical land well to deepwater, extended-reach, high-pressure/high-temperature wells. Conductor Casing Connections.
Aftermarket offerings include upgrades of existing equipment and systems, spare parts, repair, and rentals, as well as comprehensive remote equipment monitoring, technical support, field service, and customer training through an extensive aftermarket facilities network strategically located in major drilling areas around the world. Marine Construction designs, engineers, and manufactures heavy-lift cranes; a large range of knuckle-boom and lattice-boom cranes, including active heave options; mooring, anchor, and deck-handling machinery; a full range of jacking systems both for drilling rigs and wind turbine installation jack-ups; and solutions for installing offshore wind towers and turbines, pipelay, and construction vessel systems.
Aftermarket offerings include upgrades of existing equipment and systems, spare parts, repair, and rentals, as well as comprehensive remote equipment monitoring, technical support, field service, and customer training through an extensive aftermarket facilities network strategically located in major drilling areas around the world. Intervention and Stimulation Equipment.
SPS also supports offshore wind developments and the electrification of offshore infrastructure by providing accessories for dynamic power cables. XL Systems (“XLS”) provides integral and weld-on connectors for oil and gas applications, including conductor strings, surface casing, and liners, with diameters ranging from 16 to 72 inches.
NOV provides proprietary connectors and integral thread solutions for oil and gas applications including conductor strings, surface casing, and liners, with diameters ranging from 16 to 72 inches.
NOV’s technology, built upon the intellectual property, control systems, and experience developed through mobile desert and arctic drilling rig design, uses a tower crane in conjunction with a unique mobility system. This patent-pending combination creates a structurally-sound, mobile tower crane that is expected to significantly improve the safety, reliability, and efficiency of tall wind tower installation processes.
The patent-pending system creates a structurally-sound, mobile tower crane that is expected to significantly improve the safety, reliability, and efficiency of tall wind tower installation processes. Geothermal Today, many of NOV’s oil and gas products are used for drilling geothermal wells.
During down-cycles, the Company’s focus is internal efficiency and technological advancement. NOV’s continuous pursuit of cyclical technological initiatives enhances its ability to drive long-term customer and shareholder value. The Company also outsources non-critical machining operations with lower tolerance requirements during increased activity and brings the machining operations back into Company-owned facilities during down-cycles for lower cost and effective utilization.
NOV is able to ramp up manufacturing capacity quickly to capture the up-cycle value while meeting customer demand. During down-cycles, the Company’s focus is internal efficiency and technological advancement. NOV’s continuous pursuit of cyclical technological initiatives enhances its ability to drive long-term customer and shareholder value.
The portfolio also includes roller cone drill bits, borehole enlargement tools that excel in the most demanding applications, and geographically focused coring tools and services. M/D Totco is a leading independent provider of data and digital solutions to the energy industry.
The Company designs, manufactures, sells, and rents high-quality, customized fixed cutter drill bits using industry-leading cutter technology. The portfolio also includes roller cone drill bits, borehole enlargement tools that excel in the most demanding applications, and coring tools and services. Downhole Tools.
The Company expects an upcoming growth period in the global offshore wind installation vessel market, driven primarily by the need for larger vessels required to support the installation of wind turbines with increasingly large rotor diameters, nacelle weights, and hub heights.
NOV is the leading global equipment and design provider for offshore wind turbine installation vessels. NOV expects continued demand from the global offshore wind installation vessel market, driven primarily by the need for larger vessels required to support the installation of larger, higher-capacity wind turbines.
Additionally, certain past events have increased the industry’s risk profile with government regulatory bodies, which have shown a strong preference for OEM service contractor critical equipment maintenance. Digital products and technologies. NOV’s size, scale, and breadth of knowledge provide inherent competitive advantages in technology relative to smaller, less-diversified organizations.
Additionally, certain past events have increased the industry’s risk profile with government regulatory bodies, which have shown a strong preference for OEM service contractor critical equipment maintenance. 2 Leverage NOV’s market position to accelerate the digitization of the energy industry NOV’s experience, scale, and market position, along with its proficiencies in control systems, sensors, field instrumentation, and data acquisition makes the Company a logical choice to provide a digital platform for the energy industry that consumes all operational data, regardless of the service-provider.
Higher hub heights allow turbines to reach stronger winds, significantly increasing energy capture, lowering energy cost, and expanding the regions where wind projects can be profitably developed. Higher hub heights are also required for larger, more efficient turbines. The combination of larger turbines and steadier, higher winds improves wind farm economics.
Taller wind towers improve wind farm economics by allowing larger turbines to reach stronger winds, significantly increasing energy capture, lowering energy cost, and expanding the regions where wind projects can be profitably developed. The Company has developed a patented tapered spiral-welding process that enables automated wind tower section production.
Employ a conservative capital structure with ample liquidity to capitalize on volatility associated with the oil and gas industry NOV maintains a conservative capital structure with an investment-grade credit rating and ample liquidity. The Company carefully manages its capital structure by continuously monitoring cash flow, capital spending, and debt capacity.
The Company also outsources non-critical machining operations with lower tolerance requirements during increased activity and brings the machining operations back into Company-owned facilities during down-cycles for lower cost and effective utilization. 3 Employ a conservative capital structure with ample liquidity to capitalize on volatility associated with the oil and gas industry NOV maintains a conservative capital structure with an investment-grade credit rating and ample liquidity.
Rig Technologies operates two business units: Rig Equipment designs, manufactures, and sells land rigs, complete offshore drilling packages, and rig components designed to mechanize and automate complex drilling rig processes, including the NOVOS TM automation control system and ATOM TM RTX Robotics solutions.
NOV provides advanced land rigs, complete offshore drilling packages, and rig components designed to mechanize and automate complex drilling rig processes, including automation control systems and robotics solutions. The portfolio includes designs that changed the way rigs are operated, such as the TDS top drive drilling system and automated iron roughneck.
The Maestro system functions in real-time with the ongoing rig operations and optimizes power consumption on the rig to reduce emissions. NOV’s EcoBooster™ system enables peak power shaving in hydraulic power systems and results in less active pumps needed which results in reduced fuel consumption and emissions savings of up to 80%.
NOV’s EcoBooster™ system enables peak power shaving in hydraulic power systems and minimizes the number of active pumps needed for each operation, resulting in reduced fuel consumption and emissions savings of up to 80%. The short term power peaks are covered with flow from accumulators connected to the ringline piping by a smart valve.
The vessels required to install modern, heavier nacelles at higher hub heights are similar to those previously designed by NOV and are relatively consistent across global geographies. Additionally, as U.S. fixed offshore wind projects approach final permitting approval, the need for Jones Act-compliant wind installation vessels will become more urgent.
The vessels required to install taller, heavier turbines are similar to those previously designed by NOV and are relatively consistent across global geographies. Cable-lay systems for offshore wind infrastructure.
Further, with geothermal power generation’s recently renewed traction, NOV has developed new proprietary products that address many unique geothermal production challenges worldwide. Carbon Capture and Sequestration NOV is positioned to play a meaningful role in the growing carbon capture and sequestration industry.
NOV’s drill pipe, drill pipe coatings, liner hangers, completion tools, drill bits, and full land rig packages have been a critical part of global geothermal development. Further, with geothermal power generation’s recently renewed traction, NOV has developed new proprietary products that address many unique geothermal production challenges worldwide.
Rig Equipment’s portfolio includes designs that changed the way rigs are operated, such as the TDS top drive drilling system and automated roughneck. The product portfolio has evolved with market needs and includes solutions to reduce energy consumption and enable energy regeneration, resulting in reduced drilling environmental impact.
Evolving with market needs, the portfolio includes solutions to reduce energy consumption and enable energy regeneration, resulting in reduced emissions profiles.
Manufacturing and Service Locations The manufacturing processes for the Company’s products generally consist of machining, welding and fabrication, heat treating, assembly of manufactured and purchased components, and testing. Most equipment is manufactured primarily from alloy steel. The availability and price of alloy steel castings, forgings, purchased components, and bar stock is critical to the production and timing of shipments.
Manufacturing and Service Locations The manufacturing processes for the Company’s products generally consist of machining, welding and fabrication, heat treating, assembly of manufactured and purchased components, and testing. See properties list in Item 2 for information regarding primary facilities. Raw Materials The Company believes that materials and components used in its operations are generally available from multiple sources.
As a result, the Company is well-positioned to capture additional orders associated with future newbuild wind installation vessels. Floating Offshore Wind The Company believes that the nascent floating offshore wind market presents one of the great renewable resource opportunities of the next decade.
The Company has received several recent orders and anticipates additional demand for cable-lay vessels, driven by international offshore renewable energy projects and electrification demand. 6 Floating wind. NOV believes that the nascent floating offshore wind market may present one of the great renewable resource opportunities of the next decade.
WellSite Services offers diversified resources to help manage the full wellsite lifecycle from initial preparation and cellar installation to worksite abandonment and remediation, including generators, temperature-control equipment, and other wellsite accessories. ReedHycalog is a premier technical provider of performance-engineered drill bits and borehole enlargement products to help operators improve well construction efficiency and economics.
Revenues are derived from sales of consumable products, services and rentals, and sales of shorter-lived, or single-application, capital asset sales. The segment’s offerings include: Drill Bits. NOV is a premier technical provider of performance-engineered drill bits and borehole enlargement products to help operators improve well construction efficiency and economics by breaking rock during rotary drilling operations.
Removed
NOV’s proficiencies in building capital equipment, control systems, sensors, field instrumentation, and data acquisition systems provide for unique comprehensive digital energy solutions development.
Added
The Company’s Max platform and analytics services also allow users to apply artificial intelligence and machine learning to operational data, enabling better decision-making for more efficient, more productive, safer, and less carbon intensive operations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAmong the factors that can adversely affect our business and consolidated results of operations are the following: Inability to access raw materials and components; Suppliers putting the Company on allocations; Higher prices for raw materials and components; Delays and higher costs for shipping and transportation; Labor shortages and absences; Wage and other labor cost inflation; Government regulation; and Travel restrictions; 16 Increased labor costs; Liabilities resulting from an inability to perform services due to limited manpower availability or an inability to travel to perform the services; Other contractual or other legal claims from our customers resulting from supply chain, transportation or other business disruption.
Biggest changeAmong the factors that can adversely affect our business and consolidated results of operations are the following: inability to access raw materials and components; suppliers’ allocating less of their supply to the Company than required or requested by the Company; higher prices for raw materials and components; delays and higher costs for shipping and transportation; tariffs; labor shortages and absences; wage and other labor cost inflation; government regulation; travel restrictions; increased labor costs; liabilities resulting from an inability to perform services due to limited manpower availability or an inability to travel to perform the services; and other contractual or other legal claims from our customers resulting from supply chain, transportation or other business disruption. 14 We sometimes provide engineered process packages and other engineered products for multi-year, fixed price contracts that may require us to assume risks associated with cost over-runs, operating cost inflation, labor availability, supplier and contractor pricing and performance, and potential claims for liquidated damages.
Our businesses have in the past and may in the future expose us to risks from harmful substances that escape into the environment or product failing to perform or causing personal injury, or exposing individuals to chemicals, harmful substances, or environmental conditions, any of which could result in: personal injury or loss of life; severe damage to or destruction of property; or environmental damage and suspension of operations.
Our businesses have in the past and may in the future expose us to risks from harmful substances that escape into the environment or from our product failing to perform or causing personal injury, or exposing individuals to chemicals, harmful substances, or environmental conditions, any of which could result in: personal injury or loss of life; severe damage to or destruction of property; environmental damage; and/or suspension of operations.
The following factors, in addition to others not listed, could reduce our margins on these contracts, adversely impact completion of these contracts, adversely affect our position in the market or subject us to contractual penalties: financial challenges for consumers of our capital equipment; credit market conditions for consumers of our capital equipment; our failure to adequately estimate costs for making this equipment; our inability to deliver equipment that meets contracted technical requirements; our inability to maintain our quality standards during the design and manufacturing process; our inability to secure parts made by third party vendors at reasonable costs and within required timeframes; unexpected increases in the costs of raw materials; our inability to manage unexpected delays due to weather, shipyard access, labor shortages, public health crises such as the COVID-19 pandemic or other factors beyond our control; the imposition of tariffs or duties between countries, which could materially affect our global supply chain.
The following factors, in addition to others not listed, could reduce our margins on these contracts, adversely impact completion of these contracts, adversely affect our position in the market or subject us to contractual penalties: financial challenges for consumers of our capital equipment; credit market conditions for consumers of our capital equipment; 12 our failure to adequately estimate costs for making this equipment; our inability to deliver equipment that meets contracted technical requirements; our inability to maintain our quality standards during the design and manufacturing process; our inability to secure parts made by third party vendors at reasonable costs and within required timeframes; unexpected increases in the costs of raw materials; our inability to manage unexpected delays due to weather, shipyard access, labor shortages, public health crises such as the COVID-19 pandemic or other factors beyond our control; the imposition of tariffs or duties between countries, which could materially affect our global supply chain.
Our revenues and operations are subject to the risks normally associated with conducting business in foreign countries, including: uncertain political, social and economic environments; social unrest, acts of terrorism, war and other armed conflict, such as the conflicts in Ukraine, Israel and the broader Middle East; public health crises and other catastrophic events, such as the COVID-19 pandemic; trade and economic sanctions, export controls, and other restrictions imposed by the United States, European Union or other countries; restrictions under the United States Foreign Corrupt Practices Act (“FCPA”) or similar legislation, as well as foreign anti-bribery and anti-corruption laws; confiscatory taxation, tax duties, complex and everchanging tax regimes or other adverse tax policies; exposure to expropriation of our assets and other actions by foreign governments; deprivation of contract rights; restrictions on the repatriation of income or capital; inflation; and currency exchange rate fluctuations and devaluations.
Our revenues and operations are subject to the risks normally associated with conducting business in foreign countries, including: uncertain political, social and economic environments; social unrest, acts of terrorism, war and other armed conflict, such as the conflicts in Ukraine, Israel and the broader Middle East; public health crises and other catastrophic events, such as the COVID-19 pandemic; trade and economic sanctions, export controls, and other restrictions imposed by the United States, European Union or other countries; restrictions under the United States Foreign Corrupt Practices Act (“FCPA”) or similar legislation, as well as foreign anti-bribery and anti-corruption laws; confiscatory taxation, tax duties, complex and everchanging tax regimes or other adverse tax policies; tariffs; exposure to expropriation of our assets and other actions by foreign governments; deprivation of contract rights; restrictions on the repatriation of income or capital; inflation; and currency exchange rate fluctuations and devaluations.
See additional discussion on “Goodwill and Other Indefinite Lived Intangible Assets” in Critical Accounting Estimates of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 18 We have expanded and grown our businesses through acquisitions and continue to pursue a growth strategy but we cannot assure that attractive acquisitions will be available to us at reasonable prices or that such acquisitions will result in the outcomes we anticipate.
See additional discussion on “Goodwill and Other Indefinite Lived Intangible Assets” in Critical Accounting Estimates of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have expanded and grown our businesses through acquisitions and continue to pursue a growth strategy, but we cannot assure that attractive acquisitions will be available to us at reasonable prices or that such acquisitions will result in the outcomes we anticipate.
Actions taken by our competitors and changes in local policies, preferences or regulations could impact our ability to compete in certain markets and adversely affect our financial results. A significant portion of our revenue is derived from our non-United States operations, which exposes us to risks inherent in doing business in each of the many countries in which we operate.
Actions taken by our competitors and changes in local policies, preferences or regulations could impact our ability to compete in certain markets and adversely affect our financial results. 13 A significant portion of our revenue is derived from our non-United States operations, which exposes us to risks inherent in doing business in each of the many countries in which we operate.
Oil and gas prices, which are determined by the marketplace, may remain below a range that is acceptable to certain of our customers, which could continue the reduced demand for our products and have a material adverse effect on our financial condition, results of operations and cash flows. 14 There are risks associated with certain contracts for our equipment.
Oil and gas prices, which are determined by the marketplace, may remain below a range that is acceptable to certain of our customers, which could continue the reduced demand for our products and have a material adverse effect on our financial condition, results of operations and cash flows. There are risks associated with certain contracts for our equipment.
In particular, the Company received and paid a $51 million transfer pricing tax assessment in Denmark. The Company and its advisors believe the assessment is without merit. The Company is presently appealing and believes it will be reimbursed following a successful appeals process. The payment has been recorded as a long-term receivable.
In particular, the Company received and paid a $51 million transfer pricing tax assessment in Denmark in 2022. The Company and its advisors believe the assessment is without merit. The Company is presently appealing and believes it will be reimbursed following a successful appeals process. The payment has been recorded as a long-term receivable.
These cyber-security risks have not resulted in any material adverse interruption in our business to date but pose an ongoing threat of material interruption to our business activities. 17 Our ability to hire and retain qualified personnel at competitive cost could materially affect our operations and growth potential.
These cyber-security risks have not resulted in any material adverse interruption in our business to date but pose an ongoing threat of material interruption to our business activities. Our ability to hire and retain qualified personnel at competitive cost could materially affect our operations and growth potential.
Well stimulation Any of several operations used to increase the production of a well, such as acidizing or fracturing. Wellbore A borehole; the hole drilled by the bit. A wellbore may have casing in it or it may be open (uncased); or part of it may be cased, and part of it may be open.
Well stimulation Any of several operations used to increase the production of a well, such as acidizing or fracturing. 22 Wellbore A borehole; the hole drilled by the bit. A wellbore may have casing in it or it may be open (uncased); or part of it may be cased, and part of it may be open.
The Company could also become involved in investigations of consumers of our products at significant cost to the Company. We could be adversely affected if we fail to comply with any of the numerous international, federal, state and local laws, regulations and policies that govern environmental protection, zoning and other matters applicable to our businesses.
The Company could also become involved in investigations of consumers of our products at significant cost to the Company. We could be adversely affected if we fail to comply with any of the numerous international, federal, state and local laws, regulations and policies that govern environmental protection, data privacy, zoning and other matters applicable to our businesses.
Also called a borehole or hole. Wireline A slender, rodlike or threadlike piece of metal usually small in diameter, that is used for lowering special tools (such as logging sondes, perforating guns, and so forth) into the well. Also called slick line. 27
Also called a borehole or hole. Wireline A slender, rodlike or threadlike piece of metal usually small in diameter, that is used for lowering special tools (such as logging sondes, perforating guns, and so forth) into the well. Also called slick line. 23
Though we are closely following developments in this area and changes in the regulatory landscape in the United States and other jurisdictions, we cannot predict with precision or quantify how or when those challenges may ultimately impact our business.
Though we are closely following developments in this area and changes in the regulatory landscape in the United States and other jurisdictions, we cannot predict with precision or quantify how or when challenges may arise and ultimately impact our business.
The adoption of any future federal, state, or local laws or implementing regulations imposing reporting obligations on, or limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Legal and Regulatory Related The adoption of any future federal, state, or local laws or implementing regulations imposing reporting obligations on, or limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws, regulations, treaties, or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, may reduce demand for oil and natural gas and could have a negative impact on our business.
Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws, regulations, treaties, or international agreements related to GHG and climate change, including incentives to conserve energy or use alternative energy sources, may reduce demand for oil and natural gas and could have a negative impact on our business.
Approximately 66% of our revenues in 2023 were derived from operations outside the United States (based on revenue destination). Our foreign operations include significant operations in every oil producing region in the world.
Approximately 66% of our revenues in 2024 were derived from operations outside the United States (based on revenue destination). Our foreign operations include significant operations in every oil producing region in the world.
The timing and magnitude of any goodwill impairment charge, which could be material, would depend on the timing and severity of the event or events triggering the charge and would require a high degree of management judgement.
The timing and magnitude of any goodwill impairment charge, which could be material, would depend on the timing and severity of the event or events triggering the charge and would require a high degree of management judgment.
The demand and pricing for our products and services will continue to be influenced by numerous factors over which we have no control, including the: current and anticipated future prices for oil and natural gas and volatility in supply and demand and pricing for oil and natural gas; the impact on markets from the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia, based on voluntary production limits; interruptions in supply chains caused by war, geo-political conflict, trade sanctions or other restrictions placed on oil producing countries, such as Russia, Iran, and Venezuela or otherwise placed on trade and commerce; level of production by non-OPEC countries including production from U.S. shale plays; level of excess production capacity; cost of exploring for and producing oil and gas; level of drilling activity and drilling rig dayrates; catastrophic events, such as public health crises, e.g., the COVID-19 pandemic or other geopolitical events, such as war or terrorist activities, availability and access to potential hydrocarbon resources; governmental political requirements, regulation and energy policies; evolving environmental and climate change policies and regulations and fluctuations in political conditions in the United States and abroad which adversely impact exploration or development of oil or gas; currency exchange rate fluctuations and devaluations; and development of alternate energy sources.
The demand and pricing for our products and services will continue to be influenced by numerous factors over which we have no control, including: current and anticipated future prices for oil and natural gas and volatility in supply and demand and pricing for oil and natural gas; the impact on markets from the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia, based on voluntary production limits; interruptions in supply chains caused by war, geo-political conflict, trade sanctions or other restrictions placed on oil producing countries, such as Russia, Iran, and Venezuela or otherwise placed on trade and commerce; the level of production by non-OPEC countries including production from U.S. shale plays; the level of excess production capacity; the cost of exploring for and producing oil and gas; the level of drilling activity and drilling rig dayrates; catastrophic events, such as public health crises, e.g., the COVID-19 pandemic or other geopolitical events, such as war or terrorist activities, availability and access to potential hydrocarbon resources; governmental political requirements, regulation and energy policies; evolving environmental and climate change policies and regulations and fluctuations in political conditions in the United States and abroad which adversely impact exploration or development of oil or gas; increased capital requirements imposed upon the oil and gas industry to comply with heightened air emissions control requirements and regulations; currency exchange rate fluctuations and devaluations; and development of alternate energy sources.
The adoption of any future federal, state, local, or foreign laws or regulations imposing reporting obligations on, or limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
The adoption of any future federal, state, local, or foreign laws or regulations imposing reporting obligations on, or limiting or banning, the hydraulic fracturing process could make it more difficult to complete natural gas and oil wells and could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. 16 Our failure to comply with existing or future U.S. and foreign laws and regulations could have a material adverse effect on our business and our results of operations.
These liabilities could also be imposed on the basis of one or more of the following theories: negligence; strict liability; products liability; breach of contract with customers; or as a result of our contractual agreement to indemnify our customers in the normal course of business, which is normally the case.
These liabilities could also be imposed on the basis of one or more of the following theories: negligence; strict liability, including joint and several strict liability products liability; breach of contract with customers; or 17 as a result of contractual agreements to indemnify our customers in the normal course of business, which is normally the case.
In February of 2022, as a result of armed conflict in Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries have enacted additional sanctions against Russia and Russian interests.
Since that time, as a result of armed conflict in Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries have enacted additional sanctions against Russia and Russian interests.
Additionally, the IRS is examining the Company’s tax returns for 2017 and 2018 and has proposed an adjustment to certain restructuring steps which occurred in 2017. The Company and its advisors believe these restructuring steps were properly completed in accordance with U.S. tax laws and regulations and has appealed the proposed adjustment.
Additionally, the IRS has proposed an adjustment to certain restructuring steps which occurred in 2017. The Company and its advisors believe these restructuring steps were properly completed in accordance with U.S. tax laws and regulations and has appealed the proposed adjustment.
Events or circumstances which could indicate a potential impairment include (but are not limited to) a significant sustained reduction in worldwide oil and gas prices or drilling; a significant sustained reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant sustained reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas.
Events or circumstances which could indicate a potential impairment include (but are not limited to): a significant sustained reduction in worldwide oil and gas prices or drilling; a significant sustained reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant sustained reduction in the market capitalization of the Company; a significant sustained reduction in capital investment by drilling companies and oil and gas companies; or a significant increase in worldwide inventories of oil or gas.
Royalty payments under licenses from third parties, if available, could increase our costs. Additionally, developing non-infringing technologies could increase our costs. If a license were unavailable, we might be unable to continue providing a particular service or product, which could adversely affect our financial condition, results of operations and cash flows.
Additionally, developing non-infringing technologies could increase our costs. If a license were unavailable, we might be unable to continue providing a particular service or product, which could adversely affect our financial condition, results of operations and cash flows.
In some instances, we could suffer a material adverse effect to the results of our joint ventures and our consolidated results of operations. 21 The Company could be subject to changes in its tax rates, the adoption of new tax legislation, tax audits, or exposure to additional tax liabilities that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
The Company could be subject to changes in its tax rates, the adoption of new tax legislation, tax audits, or exposure to additional tax liabilities and to changes in tariffs that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
We are subject to taxes in the U.S. and numerous jurisdictions where we operate and our subsidiaries are organized. Due to economic and political conditions, tax rates in the U.S. and other jurisdictions may be subject to significant change. In addition, our tax returns are subject to examination by the U.S. and other tax authorities and governmental bodies.
We are subject to taxes in the U.S. and numerous jurisdictions where we operate and our subsidiaries are organized. Due to economic and political conditions, tax rates in the U.S. and other jurisdictions may be subject to significant change.
Bit The cutting or boring element used in drilling oil and gas wells. The bit consists of a cutting element and a circulating element. The cutting element is steel teeth, tungsten carbide buttons, industrial diamonds, or polycrystalline diamonds (“PDCs”). These teeth, buttons, or diamonds penetrate and gouge or scrape the formation to remove it.
The bit consists of a cutting element and a circulating element. The cutting element is steel teeth, tungsten carbide buttons, industrial diamonds, or polycrystalline diamonds (“PDCs”). These teeth, buttons, or diamonds penetrate and gouge or scrape the formation to remove it.
Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our consolidated financial statements. 20 Future laws, regulations, treaties, international obligations, reporting obligations related to greenhouse gases (GHG), climate change, and activism related to environmental, social and governance (ESG) could adversely impact our business, may increase compliance obligations and could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Future laws, regulations, treaties, international obligations, reporting obligations related to greenhouse gases (GHG), climate change, and activism and customer positions related to environmental, social and governance (ESG) could adversely impact our business, may increase compliance obligations and could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Generally accepted accounting principles require the Company to test goodwill and other indefinite lived intangible assets for impairment on an annual basis or whenever events or circumstances indicate they might be impaired.
Generally accepted accounting principles require the Company to test goodwill and other indefinite lived intangible assets for impairment at least annually or more frequently whenever events or circumstances indicate they might be impaired.
The shipment of goods, services, and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities are governed by the trade, customs, and other laws and regulations in the countries in which we operate.
In particular, our operations in Russia have subjected us to additional risks related to current political conflicts. The shipment of goods, services, and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities are governed by the trade, customs, and other laws and regulations in the countries in which we operate.
We may also incur increased costs as a result of our efforts to address ESG issues important to our stakeholders, including providing expanded reporting on ESG issues, which may impact our financial condition or results of operations.
We may also incur increased costs as a result of our efforts to address ESG issues important to our stakeholders, including providing expanded reporting on ESG issues, which may impact our financial condition or results of operations. Public reporting on ESG issues has been increasingly subject to scrutiny by regulators, investors and the public.
We cannot assure you that our operations will continue to comply with future laws and regulations. Governmental authorities may seek to impose fines and penalties on us or to revoke or deny the issuance or renewal of operating permits for failure to comply with applicable laws and regulations.
Governmental authorities may seek to impose fines and penalties on us or to revoke or deny the issuance or renewal of operating permits for failure to comply with applicable laws and regulations.
Repercussions of severe or unseasonable weather conditions may entail the evacuation of personnel and stoppage of services; inability to deliver material to jobsites in accordance with contract schedules; decreases in demand for oil and natural gas during unseasonably warm winters; and loss of productivity.
Repercussions of severe or unseasonable weather conditions may entail the evacuation of personnel and stoppage of services, damage to our facilities and project work sites, as well as our customers’ platforms or structures and offshore drilling rigs, inability to deliver material to jobsites in accordance with contract schedules, decreases in demand for oil and natural gas during unseasonably warm winters, and loss of productivity.
Severe or unseasonable weather conditions may adversely affect our operations. Our business may be materially and adversely affected by severe weather conditions in areas where we operate. Many experts believe global climate change could increase the frequency and severity of extreme weather conditions.
Severe or unseasonable weather conditions may adversely affect our operations. Our business may be materially and adversely affected by severe weather conditions in areas where we operate. Many experts believe global climate change could increase the frequency and severity of extreme weather conditions, including coastal storm surges, inland flooding from intense rainfall, hurricane-strength winds, and extreme temperature.
We may also have disputes with competitors concerning our technology or payment for licenses of our technology. For example, we have on-going litigation concerning payments due under some of our technology licenses.
We may also have disputes with competitors concerning our technology or payment for licenses of our technology. For example, we have on-going litigation concerning payments due under some of our technology licenses. See Note 12 to the Consolidated Financial Statements for further discussion.
Violations of anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition. 23 GLOSSARY OF OILFIELD TERMS (Sources: Company management; “A Dictionary for the Petroleum Industry,” The University of Texas at Austin, 2001.) API Abbr: American Petroleum Institute Annulus The open space around pipe in a wellbore through which fluids may pass.
Violations of anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition. 20 GLOSSARY OF OILFIELD TERMS (Sources: Company management; “A Dictionary for the Petroleum Industry,” The University of Texas at Austin, 2001.) Bit The cutting or boring element used in drilling oil and gas wells.
These and other environmental requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
Any of these events could have a material adverse effect on our business, financial condition, results of operations and cash flows.
They also impose restrictions on doing business with certain state-owned Russian customers, certain financial institutions and certain individuals and restrict or prohibit new investments and business activities in Russia.
They from time to time have been updated by the various governments and also impose restrictions on doing business with certain Russian customers, certain financial institutions and certain individuals and restrict or prohibit new investments and business activities in Russia.
See Note 12 to the Consolidated Financial Statements for further discussion. 15 The tools, techniques, methodologies, programs and components we use to provide our services may infringe upon the intellectual property rights of others. Infringement claims generally result in significant legal and other costs and may distract management from running our core business.
The tools, techniques, methodologies, programs and components we use to provide our services may infringe upon the intellectual property rights of others. Infringement claims generally result in significant legal and other costs and may distract management from running our core business. Royalty payments under licenses from third parties, if available, could increase our costs.
Any of these events could have a material adverse effect on our business, financial condition, results of operations and cash flows. 19 Further, in some instances, direct or indirect consumers of our products and services, entities providing financing for purchases of our products and services or members of the supply chain for our products and services may become involved in governmental investigations, internal investigations, political or other enforcement matters.
Further, in some instances, direct or indirect consumers of our products and services, entities providing financing for purchases of our products and services or members of the supply chain for our products and services may become involved in governmental investigations, internal investigations, political or other enforcement matters.
We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of the examinations.
In addition, our tax returns are subject to examination by the U.S. and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of the examinations.
Levelized Cost of Energy (“LCOE”) A measure of the average net present cost of electricity generation for a generating plant over its lifetime. The LCOE is calculated as the ratio between all the discounted costs over the lifetime on an electricity generating plant divided by a discounted sum of the actual energy amounts delivered.
The LCOE is calculated as the ratio between all the discounted costs over the lifetime on an electricity generating plant divided by a discounted sum of the actual energy amounts delivered. LCOE is used to compare different methods of electricity generation on a consistent basis.
In addition to regulatory risks, increased advocacy related to ESG issues generally, and on climate change and greenhouse gas emissions in particular, may have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. Our investors, customers, and other stakeholders have increased their focus on sustainability and the energy transition.
These and other environmental requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. 18 In addition to regulatory risks, increased advocacy related to environmental, social and governance (ESG) issues generally, and on climate change and GHG emissions in particular, may have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.
Coiled Tubing A continuous string of flexible steel tubing, often hundreds or thousands of feet long, that is wound onto a reel, often dozens of feet in diameter. The reel is an integral part of the coiled tubing unit, which consists of several devices that ensure the tubing can be safely and efficiently inserted into the well from the surface.
The reel is an integral part of the coiled tubing unit, which consists of several devices that ensure the tubing can be safely and efficiently inserted into the well from the surface.
Laws and regulations in some jurisdictions, for example in the EU Corporate Sustainability Reporting Directive ("CSRD") and the California Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, impose obligations in future years to report GHG emissions.
Laws and regulations in some jurisdictions, for example in the EU Corporate Sustainability Reporting Directive (“CSRD”) and the California Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, impose obligations in future years to report GHG emissions. Depending on the jurisdiction, e.g., outside of the United States, the recent Executive Orders may not change our regulatory obligations.
Blowout Preventer (BOP) Series of valves installed at the wellhead while drilling to prevent the escape of pressurized fluids. Borehole Enlargement (“BHE”) The process of opening up or enlarging the internal diameter of the wellbore. This is typically done with under-reamers, reamers, or hole openers.
Drill collars provide weight on the bit to keep it in firm contact with the bottom of the hole. Blowout Preventer (BOP) Series of valves installed at the wellhead while drilling to prevent the escape of pressurized fluids. Borehole Enlargement (“BHE”) The process of opening up or enlarging the internal diameter of the wellbore.
As with virtually all other large companies, we receive numerous phishing efforts, and other attempted cyber-attacks such as efforts to hack our systems or use distributed denial-of-service attacks.
We may suffer business disruption from direct or indirect cyber-attacks. These take many forms, including ransomware directed at us, our vendors or our customers. As with virtually all other large companies, we receive numerous phishing efforts, and other attempted cyber-attacks such as efforts to hack our systems or use distributed denial-of-service attacks.
As of December 31, 2023, we had a backlog of capital equipment to be manufactured, assembled, tested and delivered by Completion & Production Solutions and Rig Technologies in the amount of $1.8 billion and $2.9 billion, respectively.
As of December 31, 2024, we had a backlog of capital equipment to be manufactured, assembled, tested and delivered by Energy Equipment in the amount of $4.43 billion.
Our businesses are subject to numerous international, federal, state and local laws, regulations and policies governing environmental protection, zoning and other matters. These laws and regulations have changed frequently in the past and it is reasonable to expect additional changes in the future. If existing regulatory requirements change, we may be required to make significant unanticipated capital and operating expenditures.
These laws and regulations have changed frequently in the past and it is reasonable to expect additional changes in the future. If existing regulatory requirements change, we may be required to make significant unanticipated capital and operating expenditures. We cannot assure you that our operations will continue to comply with future laws and regulations.
Negative perceptions of the oil and natural gas industry and promotion of alternative energy sources can negatively impact demand for our products and the price of our stock. Additionally, we may suffer reputational harm if we do not adequately identify or manage ESG-related risks or if there are negative perceptions of our response to ESG issues.
Additionally, we may suffer reputational harm if we do not adequately identify or manage ESG-related risks or if there are negative perceptions of our response to ESG issues.
FPSO A Floating Production, Storage and Offloading vessel used to receive hydrocarbons from subsea wells, and then produce and store the hydrocarbons until they can be offloaded to a tanker or pipeline.
FPSO A Floating Production, Storage and Offloading vessel used to receive hydrocarbons from subsea wells, and then produce and store the hydrocarbons until they can be offloaded to a tanker or pipeline. Hydraulic Fracturing The process of creating fractures in a formation by pumping fluids, at high pressures, into the reservoir, which allows or enhances the flow of hydrocarbons.
Hydraulic Fracturing The process of creating fractures in a formation by pumping fluids, at high pressures, into the reservoir, which allows or enhances the flow of hydrocarbons. Jack-up rig A mobile bottom-supported offshore drilling structure with columnar or open-truss legs that support the deck and hull. When positioned over the drilling site, the bottoms of the legs penetrate the seafloor.
Jack-up rig A mobile bottom-supported offshore drilling structure with columnar or open-truss legs that support the deck and hull. When positioned over the drilling site, the bottoms of the legs penetrate the seafloor. 21 Joint 1.
As a consequence of the conflict in Ukraine and related sanctions on activities related to Russia and Belarus, we recorded impairment and other charges of $4.2 million and $126.8 million for the years ended December 31, 2023 and 2022, respectively. 22 In addition to customs laws, trade regulations and sanctions, our operations in countries outside the United States are subject to anti-corruption laws.
As a consequence of the conflict in Ukraine and related sanctions on activities related to Russia and Belarus, we recorded impairment and other charges of $4.2 million for the year ended December 31, 2023. We did not record impairment or other charges for the year ended December 31, 2024.
Differences in views, and disagreements, among joint venture parties may result in delayed decision making and disputes on important issues.
Differences in views, and disagreements, among joint venture parties may result in delayed decision-making and disputes on important issues. In some instances, we could suffer a material adverse effect to the results of our joint ventures and our consolidated results of operations.
Also used on the seafloor to tie wells and subsea equipment together. Formation A bed or deposit composed throughout of substantially the same kind of rock; often a lithologic unit. Each formation is given a name, frequently as a result of the study of the formation outcrop at the surface and sometimes based on fossils found in the formation.
Each formation is given a name, frequently as a result of the study of the formation outcrop at the surface and sometimes based on fossils found in the formation.
Legal and Regulatory Related Our failure to comply with existing or future U.S. and foreign laws and regulations could have a material adverse effect on our business and our results of operations. Our ability to comply with various complex U.S. and foreign laws and regulations, such as the FCPA, the U.K.
Our ability to comply with various complex U.S. and foreign laws and regulations, such as the FCPA, the U.K.
Our operations outside the United States require us to comply with both United States and international regulations violations of which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. In particular, our operations in Russia have subjected us to additional risks related to current political conflicts.
The company paid $16 million, is presently appealing and believes it will be reimbursed following a successful appeals or tax court process. 19 Our operations outside the United States require us to comply with both United States and international regulations violations of which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
Fiberglass-reinforced spoolable pipe A spoolable glass fiber-reinforced epoxy composite tubular product for onshore oil and gas gathering and injection systems, with superior corrosion resistant properties and lower installed cost than steel. 24 Flexible pipe A dynamic riser that connects subsea production equipment to a topside facility allowing for the flow of oil, gas, and/or water.
It is essentially a large winch that spools off or takes in the drilling line and thus raises or lowers the drill stem and bit. Fiberglass-reinforced spoolable pipe A spoolable glass fiber-reinforced epoxy composite tubular product for onshore oil and gas gathering and injection systems, with superior corrosion resistant properties and lower installed cost than steel.
Any of these events could adversely affect our financial condition, results of operations and cash flows. An impairment of goodwill or other indefinite lived intangible assets could reduce our earnings. The Company has approximately $1.6 billion of goodwill and $0.2 billion of other intangible assets with indefinite lives as of December 31, 2023.
Additionally, severe weather events could result in a disruption or suspension of our customers’ operations, thereby reducing demand for our services. Any of these events could adversely affect our financial condition, results of operations and cash flows. An impairment of goodwill or other indefinite lived intangible assets could reduce our earnings.
Several rods screwed together make up the link between the pumping unit on the surface and the pump at the bottom of the well. 26 Tensioner A system of devices installed on a floating offshore drilling rig to maintain a constant tension on the riser pipe, despite any vertical motion made by the rig.
Also called marine riser pipe, riser joint. Solids See “Cuttings” String The entire length of casing, tubing, sucker rods, or drill pipe run into a hole. Tensioner A system of devices installed on a floating offshore drilling rig to maintain a constant tension on the riser pipe, despite any vertical motion made by the rig.
Removed
We sometimes provide engineered process packages and other engineered products for multi-year, fixed price contracts that may require us to assume risks associated with cost over-runs, operating cost inflation, labor availability, supplier and contractor pricing and performance, and potential claims for liquidated damages.
Added
Goodwill represents the excess of acquisition price paid over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. The Company has approximately $1.6 billion of goodwill and $0.2 billion of other intangible assets with 15 indefinite lives as of December 31, 2024.
Removed
We may suffer business disruption from direct or indirect cyber-attacks. These take many forms, including ransomware directed at us, our vendors or our customers. For example, our operations were affected by the well-publicized shutdown of the Kronos Company’s cloud-based employee work time keeping system, to which certain of our operations subscribe for recording hours worked.
Added
Our businesses are subject to numerous international, federal, state and local laws, regulations and policies governing environmental protection, data privacy, zoning and other matters. Moreover, data privacy laws and regulations enacted in the various jurisdictions in which we operate impose a variety of obligations to protect data against misuse or disclosure.
Removed
Our Human Resources and Operations management were able to quickly implement alternate procedures until the Kronos system was restored. We suffered no material loss due to the outage, and our employee data was not compromised.
Added
Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our consolidated financial statements.
Removed
In addition, particularly severe weather could result in weather related evacuation of personnel and curtailment of services, including: • Damage to platforms or structures and offshore drilling rigs; • Suspension of activities and operations; • Damage to our facilities and project work sites; • Disruption in delivery of materials to jobsites in accordance with contract schedules; • Decreases in demand for oil and natural gas during unseasonably warm winters; and • Loss of productivity.
Added
The trend of increased environmental regulation is not linear and can fluctuate depending on the administration and jurisdiction, even within the same county. For example, on January 20, 2025, President Trump issued Executive Orders seeking to rescind prior Executive Orders and agency actions enacted by the Biden Administration.
Removed
The President of the United States has issued Executive Orders seeking to adopt new regulations and policies to address climate change and to suspend, revise, or rescind prior agency actions that the administration identified as conflicting with its climate policies.
Added
These include revoking Biden-era Executive Orders withdrawing certain offshore waters within the Outer Continental Shelf available for oil and gas exploration and imposing a temporary prohibition of offshore wind leasing in the Outer Continental Shelf.
Removed
These include Executive Orders requiring a review of current U.S. federal lands leasing and permitting practices, as well as a temporary halt of new leasing of U.S. federal lands and offshore waters available for oil and gas exploration. In February 2021, the United States formally re-joined the Paris Agreement.
Added
We cannot foresee the potential impact and unintended consequences that future Executive Orders or the changes in enforcement of existing laws, rules, and orders may have on our business.
Removed
The Paris Agreement requires countries to review and “represent a progression” in their intended nationally determined contributions, which set greenhouse gases emission reduction goals, every five years.
Added
Additionally, although the Trump Administration initially withdrew the U.S. from the Paris Agreement in November 2020, the U.S. reentered the Paris Agreement in February 2021 under the Biden Administration, but the Trump Administration again withdrew from the Paris Agreement on January 20, 2025.
Removed
The Company is monitoring developments related to the OECD’s Global Anti-Base Erosion Model Rules (“Pillar Two”), which will become effective during 2024 in numerous jurisdictions. The Company does not anticipate the provisions of Pillar Two will have a material impact on the Company’s effective tax rate in the future.
Added
For example, a number of our significant customers have been sued in state and federal court in the U.S. and international courts by plaintiffs seeking to impose liability on such customers for their alleged contribution to climate change or failure to adequately warn the public of alleged risks associated with fossil fuels, and while this litigation has not generally affected companies like us within oilfield services, we cannot foreclose the possibility that this type of litigation may trend in that direction.
Removed
Drill collars provide weight on the bit to keep it in firm contact with the bottom of the hole. Blowout An uncontrolled flow of gas, oil or other well fluids into the atmosphere. A blowout, or gusher, occurs when formation pressure exceeds the pressure applied to it by the column of drilling fluid. A kick warns of an impending blowout.
Added
Further, our investors, customers, and other stakeholders have increased their focus on sustainability and the energy transition. Negative perceptions of the oil and natural gas industry and promotion of alternative energy sources can negatively impact demand for our products and the price of our stock.
Removed
Bottomhole Assembly (“BHA”) The lower portion of the drillstring including (if used): the bit, bit sub, mud motor, stabilizers, drillcollar, heavy-weight drillpipe, jarring devices, and crossovers for various thread forms. Carbon-Neutral The state of achieving net zero carbon dioxide emissions with removal or simply eliminating carbon dioxide emissions altogether.
Added
Any actual or perceived “greenwashing”—defined generally as the misrepresentation or exaggeration of ESG or sustainability practices or commitments not adequately supported by measurable actions or outcomes—could result in reputational harm and legal liability, including regulatory enforcement actions, investor lawsuits and consumer claims under securities and consumer protection laws.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe program is led by our Chief Information Security Officer ("CISO"), who has 30 years of experience in information security and is a Certified Information Systems Security Professional. Our CISO reports directly to our Chief Information Officer of Corporate IT, who has over 25 years of experience in all areas of information technology.
Biggest changeThe program is led by our Chief Information Security Officer (“CISO”), who has 30 years of experience in information security and is a Certified Information Systems Security Professional. Our CISO reports directly to our Chief Information Officer of Corporate IT, who has over 25 years of experience in all areas of information technology.
We recognize the potential impact of cybersecurity risks on our business strategy, results of operations, and financial condition and take proactive measures to mitigate these risks. See Item 1A. “Risk Factors.” 28
We recognize the potential impact of cybersecurity risks on our business strategy, results of operations, and financial condition and take proactive measures to mitigate these risks. See Item 1A. “Risk Factors.” 24

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePR OPERTIES The Company owned or leased approximately 548 facilities worldwide as of December 31, 2023, including the following principal manufacturing, service, distribution and administrative facilities: Building Property Lease Size Size Owned / Termination Location Description (SqFt) (Acres) Leased Date Wellbore Technologies: Navasota, Texas Manufacturing Facility & Administrative Offices 562,112 196 Owned Conroe, Texas Manufacturing Facility of Drill Bits and Downhole Tools, Administrative & Sales Offices 275,383 28 Owned Houston, Texas Sheldon Road Inspection Facility 319,365 197 Owned Veracruz, Mexico Manufacturing Facility of Tool Joints, Warehouse & Administrative Offices 339,636 42 Owned Houston, Texas Holmes Rd Complex: Manufacturing, Warehouse, Coating Manufacturing Plant & Corporate Office 351,377 41 Owned Cedar Park, Texas Instrumentation Manufacturing Facility, Administrative & Sales Offices 215,778 34 Owned Dubai, UAE Manufacturing Facility of Downhole Tools, Distribution Warehouse 184,492 8 Leased 1/29/2031 Conroe, Texas Solids Control Manufacturing Facility, Warehouse, Administrative & Sales Offices, and Engineering Labs 153,750 42 Owned Houston, Texas Manufacturing of plastic thread products 158,250 7 Owned Completion & Production Solutions: Senai, Malaysia Manufacturing Facility of Fiber Glass Products 284,701 14 Owned* 10/31/2027 Kalundborg, Denmark Flexibles Manufacturing, Warehouse, Shop & Administrative Offices 485,067 38 Owned Superporto du Acu, Brazil Flexibles Manufacturing, Warehouse, Shop & Administrative Offices 464,885 31 Owned* 10/19/2031 Manchester, England Manufacturing, Assembly & Testing of PC Pumps and Expendable Parts, Administrative & Sales Offices 365,872 27 Owned Houston, Texas Manufacturing of Wireline and Pressure Performance Equipment, Warehouse and Administrative Offices 383,750 26 Leased 6/30/2041 Fort Worth, Texas Coiled Tubing Manufacturing Facility, Warehouse, Administrative & Sales Offices 345,000 24 Owned Qingdau, Shandong, China Manufacturing of fiber-reinforced tubular products 277,331 25 Leased 10/26/2036 Tulsa, Oklahoma Manufacturing Facility of Pumps, Warehouse and Administrative & Sales Offices 222,625 10 Owned Houston, Texas Manufacturing of fiber-reinforced tubular products & Administrative Offices 130,873 7 Leased 4/30/2026 Kintore, Aberdeenshire, Scotland, UK Manufacturing & Servicing of Elmar, ASEP and Anson Equipment 198,651 13 Leased 9/3/2037 Dammam, Saudi Arabia Manufacturing of fiberglass products 213,484 23 Leased 12/7/2036 Mt.
Biggest changePR OPERTIES The Company owned or leased approximately 551 facilities worldwide as of December 31, 2024, including the following principal manufacturing, service, distribution and administrative facilities: Owned / Location Description Leased Energy Products & Services: Navasota, Texas Manufacturing Facility & Administrative Offices Owned Conroe, Texas Manufacturing Facility of Drill Bits and Downhole Tools, Administrative & Sales Offices Owned Houston, Texas Sheldon Road Inspection Facility Owned Veracruz, Mexico Manufacturing Facility of Tool Joints, Warehouse & Administrative Offices Owned Houston, Texas Holmes Rd Complex: Manufacturing, Warehouse, Coating Manufacturing Plant & Corporate Office Owned Cedar Park, Texas Instrumentation Manufacturing Facility, Administrative & Sales Offices Owned Dubai, UAE Manufacturing Facility of Downhole Tools, Distribution Warehouse Leased Conroe, Texas Solids Control Manufacturing Facility, Warehouse, Administrative & Sales Offices, and Engineering Labs Owned Houston, Texas Manufacturing of plastic thread products Owned Senai, Malaysia Manufacturing Facility of Fiber Glass Products Owned* Qingdau, Shandong, China Manufacturing of fiber-reinforced tubular products Leased Houston, Texas Manufacturing of fiber-reinforced tubular products & Administrative Offices Leased Dammam, Saudi Arabia Manufacturing of fiberglass products Leased Mt.
Union, Pennsylvania Manufacturing of fiberglass products 135,000 24 Owned Rig Technologies: Houston, Texas Bammel Facility, Repairs, Service, Aftermarket Parts, Administrative & Sales Offices 608,718 33 Leased 7/31/2028 Houston, Texas Manufacturing Plant of Drilling Equipment 511,964 36 Leased 4/30/2027 Houston, Texas West Little York Manufacturing Facility, Repairs, Service, Administrative & Sales Offices 484,794 51 Owned New Iberia, Louisiana Repair, Services and Spares facility 170,000 17 Leased 9/30/2027 Singapore Manufacturing, Repairs, Service, Field Service/Training, Administrative & Sales Offices 133,659 4 Leased 1/5/2029 Dubai, UAE Repair & Overhaul of Drilling Equipment, Warehouse & Sales Office 39,433 2 Leased 7/14/2036 Al Jubail, Saudi Arabia Manufacturer and Service of Drilling Rigs and Equipment 668,293 113 Leased 11/17/2050 Corporate: Houston, Texas Corporate and Shared Administrative Offices 441,029 3 Leased 1/31/2041 *Building owned but land leased.
Union, Pennsylvania Manufacturing of fiberglass products Owned Energy Equipment: Houston, Texas Bammel Facility, Repairs, Service, Aftermarket Parts, Administrative & Sales Offices Leased Houston, Texas Manufacturing Plant of Drilling Equipment Leased Houston, Texas West Little York Manufacturing Facility, Repairs, Service, Administrative & Sales Offices Owned New Iberia, Louisiana Repair, Services and Spares Facility Leased Singapore Manufacturing, Repairs, Service, Field Service/Training, Administrative & Sales Offices Leased Al Jubail, Saudi Arabia Manufacturer and Service of Drilling Rigs and Equipment Leased Tulsa, Oklahoma Manufacturing Facility of Pumps, Warehouse and Administrative & Sales Offices Owned Kintore, Aberdeenshire, Scotland, UK Manufacturing & Servicing of Elmar, ASEP and Anson Equipment Leased Kalundborg, Denmark Flexibles Manufacturing, Warehouse, Shop & Administrative Offices Owned Superporto du Acu, Brazil Flexibles Manufacturing, Warehouse, Shop & Administrative Offices Owned* Corporate: Houston, Texas Corporate and Shared Administrative Offices Leased *Building owned but land leased. 25
Removed
We own or lease approximately 302 repair and manufacturing facilities that refurbish and manufacture new equipment and parts, 110 service centers that provide inspection and equipment rental and 136 engineering, sales and administration facilities. 29

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe results shown in the graph below are not necessarily indicative of future performance. 12/18 12/19 12/20 12/21 12/22 12/23 NOV Inc. 100.00 98.32 54.20 53.71 83.63 82.09 S&P 500 100.00 131.49 155.68 200.37 164.08 207.21 S&P Oil & Gas Equipment & Services Index 100.00 110.54 70.50 89.93 148.21 150.90 PHLX Oil Service Index 100.00 99.45 57.60 69.55 112.31 114.47 S&P Oil & Gas Equipment Index 100.00 91.36 51.72 58.05 94.34 101.02 This information shall not be deemed to be ‘‘soliciting material’’ or to be ‘‘filed’’ with the Commission or subject to Regulation 14A (17 CFR 240.14a-1-240.14a-104), other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r). 32 Purchases of Equity Securities by the Issuer and Affiliated Purchasers Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs October 1 through October 31, 2023 290 $ 20.49 November 1 through November 30, 2023 12,392 20.34 December 1 through December 31, 2023 217 19.03 Total (1) 12,899 $ 20.32 (1) The shares listed as “purchased” during the fourth quarter of 2023 were withheld from employee’s vested restricted stock grants, as required for income taxes, and retired.
Biggest changeThe results shown in the graph below are not necessarily indicative of future performance. 12/19 12/20 12/21 12/22 12/23 12/24 NOV Inc. 100.00 55.13 54.63 85.06 83.49 61.12 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P Oil & Gas Equipment & Services Index 100.00 63.78 81.35 134.08 136.52 119.25 PHLX Oil Service Index 100.00 57.92 69.94 112.94 115.10 101.68 S&P Oil & Gas Equipment Index 100.00 56.61 63.54 103.26 110.57 104.88 This information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A (17 CFR 240.14a-1-240.14a-104), other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r). 28 Purchases of Equity Securities by the Issuer and Affiliated Purchasers Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1 through October 31, 2024 $ 883,429,559 November 1 through November 30, 2024 1,274,110 16.09 1,274,110 862,932,283 December 1 through December 31, 2024 6,260,509 14.66 6,260,509 771,182,767 Total 7,534,619 $ 14.90 7,534,619 (1) On April 25, 2024, the Company established a share repurchase program for up to $1 billion of the currently outstanding shares of the Company’s common stock over a period of 36 months. 29
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” contained herein. 31 PERFORMANCE GRAPH The graph below compares the cumulative total shareholder return on our common stock to the S&P 500 Index, the S&P Oil & Gas Equipment & Services Index, the PHLX Oil Service Index, and the S&P Oil & Gas Equipment Index.
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” contained herein. 27 PERFORMANCE GRAPH The graph below compares the cumulative total shareholder return on our common stock to the S&P 500 Index, the S&P Oil & Gas Equipment & Services Index, the PHLX Oil Service Index, and the S&P Oil & Gas Equipment Index.
The total shareholder return assumes $100 invested on December 31, 2018 in NOV Inc., the S&P 500 Index, the S&P Oil & Gas Equipment & Services Index, the PHLX Oil Service Index, and the S&P Oil & Gas Equipment Index. It also assumes reinvestment of all dividends.
The total shareholder return assumes $100 invested on December 31, 2019 in NOV Inc., the S&P 500 Index, the S&P Oil & Gas Equipment & Services Index, the PHLX Oil Service Index, and the S&P Oil & Gas Equipment Index. It also assumes reinvestment of all dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol “NOV”. As of February 2, 2024, there were 1,738 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol “NOV”. As of January 31, 2025, there were 1,338 holders of record of our common stock.
Cash dividends declared were $0.05 per share in each quarter of 2023 and 2022, aggregating $79 million and $78 million for the years ended December 31, 2023 and 2022, respectively.
Cash dividends declared was $0.05 per share in the first quarter of 2024, $0.075 per share in each of the remaining quarters of 2024 and $0.05 per share in each quarter of 2023, aggregating $108 million and $79 million for the years ended December 31, 2024 and 2023, respectively.
Removed
The shares were not part of a publicly announced program to purchase common stock. 33

Item 7. Management's Discussion & Analysis

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

79 edited+26 added36 removed29 unchanged
Biggest changeOther items consist of charges and credits related to (in millions): Three Months Ended Year Ended December 31, September 30, December 31, 2023 2022 2023 2023 2022 Other items by category: Russia Impairment and other charges $ 1 $ 2 $ 3 $ 4 $ 127 Inventory (3 ) (10 ) (6 ) (20 ) (35 ) Voluntary early retirement program 42 10 52 Royalty discount 25 25 Earnout (25 ) (25 ) Severance, facility closures and other 15 15 22 Total other items $ 55 $ (8 ) $ 7 $ 51 $ 114 39 The following tables set forth the reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measures (in millions): Three Months Ended Year Ended December 31, September 30, December 31, 2023 2022 2023 2023 2022 Operating profit: Wellbore Technologies $ 76 $ 110 $ 123 $ 423 $ 304 Completion & Production Solutions 44 50 47 188 69 Rig Technologies 111 80 86 314 144 Eliminations and corporate costs (70 ) (78 ) (73 ) (274 ) (253 ) Total operating profit $ 161 $ 162 $ 183 $ 651 $ 264 Other Items, net: Wellbore Technologies $ 42 $ (1 ) $ 3 $ 44 $ 60 Completion & Production Solutions 25 2 26 36 Rig Technologies (18 ) (11 ) (3 ) (31 ) Corporate 6 4 5 12 18 Total other items $ 55 $ (8 ) $ 7 $ 51 $ 114 (Gain)/Loss on Sales of Fixed Assets Wellbore Technologies $ 1 $ $ $ 1 $ Completion & Production Solutions 1 1 (4 ) (3 ) Rig Technologies Corporate (1 ) 3 Total (gain)/loss on Sales of Fixed Assets $ 1 $ 1 $ $ (3 ) $ Depreciation & amortization: Wellbore Technologies $ 41 $ 37 $ 40 $ 155 $ 150 Completion & Production Solutions 17 15 17 66 62 Rig Technologies 16 19 17 66 73 Corporate 3 5 3 15 16 Total depreciation & amortization $ 77 $ 76 $ 77 $ 302 $ 301 Adjusted EBITDA: Wellbore Technologies $ 160 $ 146 $ 166 $ 623 $ 514 Completion & Production Solutions 86 66 67 276 164 Rig Technologies 109 88 100 349 217 Eliminations and corporate costs (61 ) (69 ) (66 ) (247 ) (216 ) Total Adjusted EBITDA $ 294 $ 231 $ 267 $ 1,001 $ 679 Reconciliation of Adjusted EBITDA: GAAP net income attributable to Company $ 598 $ 104 $ 114 $ 993 $ 155 Noncontrolling interests (3 ) (5 ) (6 ) (8 ) Provision (benefit) for income taxes (460 ) 42 48 (373 ) 83 Interest expense 23 21 23 88 78 Interest income (7 ) (7 ) (5 ) (28 ) (19 ) Equity income in unconsolidated affiliate (18 ) (36 ) (16 ) (119 ) (68 ) Other expense, net 28 43 25 98 35 (Gain)/Loss on Sales of Fixed Assets 1 1 (3 ) Depreciation and amortization 77 76 77 302 301 Other Items, net: 55 (8 ) 7 51 114 Total Adjusted EBITDA $ 294 $ 231 $ 267 $ 1,001 $ 679 40 Liquidity and Capital Resources At December 31, 2023, the Company had cash and cash equivalents of $816 million, and total debt of $1,725 million.
Biggest changeOther items consist of charges and credits related to (in millions): Three Months Ended Year Ended December 31, September 30, December 31, 2024 2023 2024 2024 2023 Other items by category: Russia impairment and other charges $ $ 1 $ 1 $ (1 ) $ 4 Inventory 2 (3 ) (3 ) (20 ) Voluntary early retirement program 42 52 Royalty discount 25 25 Earnout (25 ) (25 ) Business divestiture 1 (130 ) Severance, facility closures and other 4 15 4 25 15 Total other items $ 7 $ 55 $ 5 $ (109 ) $ 51 35 The following tables set forth the reconciliation of Adjusted EBITDA to its most comparable GAAP financial measures (in millions): Three Months Ended Year Ended December 31, September 30, December 31, 2024 2023 2024 2024 2023 Operating profit: Energy Products and Services $ 112 $ 94 $ 114 $ 475 $ 507 Energy Equipment 152 121 129 608 371 Eliminations and corporate costs (57 ) (54 ) (49 ) (207 ) (227 ) Total operating profit $ 207 $ 161 $ 194 $ 876 $ 651 Operating profit %: Energy Products and Services 10.6 % 8.8 % 11.4 % 11.5 % 12.4 % Energy Equipment 11.8 % 9.3 % 10.6 % 12.4 % 7.9 % Eliminations and corporate costs Total operating profit % 9.0 % 6.9 % 8.9 % 9.9 % 7.6 % Other Items, net: Energy Products and Services $ 3 $ 50 $ 3 $ 7 $ 53 Energy Equipment 4 (1 ) 1 (118 ) (14 ) Corporate 6 1 2 12 Total other items $ 7 $ 55 $ 5 $ (109 ) $ 51 (Gain)/loss on sales of fixed assets Energy Products and Services $ $ 1 $ 1 $ $ (1 ) Energy Equipment (1 ) (4 ) Corporate 1 2 Total (gain)/loss on sales of fixed assets $ $ 1 $ 1 $ $ (3 ) Depreciation & amortization: Energy Products and Services $ 58 $ 48 $ 54 $ 221 $ 183 Energy Equipment 29 28 29 115 111 Corporate 1 1 3 7 8 Total depreciation & amortization $ 88 $ 77 $ 86 $ 343 $ 302 Adjusted EBITDA: Energy Products and Services $ 173 $ 193 $ 172 $ 703 $ 742 Energy Equipment 185 147 159 605 464 Eliminations and corporate costs (56 ) (46 ) (45 ) (198 ) (205 ) Total Adjusted EBITDA $ 302 $ 294 $ 286 $ 1,110 $ 1,001 Adjusted EBITDA %: Energy Products and Services 16.3 % 18.0 % 17.1 % 17.0 % 18.2 % Energy Equipment 14.4 % 11.3 % 13.0 % 12.4 % 9.9 % Eliminations and corporate costs Total Adjusted EBITDA % 13.1 % 12.5 % 13.1 % 12.5 % 11.7 % Reconciliation of Adjusted EBITDA: GAAP net income attributable to Company $ 160 $ 598 $ 130 $ 635 $ 993 Noncontrolling interests 1 (3 ) (8 ) Provision (benefit) for income taxes 38 (460 ) 44 196 (373 ) Interest expense 24 23 21 91 88 Interest income (11 ) (7 ) (11 ) (38 ) (28 ) Equity (income) loss in unconsolidated affiliates 1 (18 ) (36 ) (119 ) Other (income) expense, net (6 ) 28 10 28 98 (Gain)/loss on sales of fixed assets 1 1 (3 ) Depreciation and amortization 88 77 86 343 302 Other Items, net: 7 55 5 (109 ) 51 Total Adjusted EBITDA $ 302 $ 294 $ 286 $ 1,110 $ 1,001 36 Liquidity and Capital Resources Overview At December 31, 2024, the Company had cash and cash equivalents of $1,230 million, and total debt of $1,740 million.
Events or circumstances which could indicate a potential impairment include (but are not limited to) a significant sustained reduction in worldwide oil and gas prices or drilling; a significant sustained reduction in profitability or cash flow of oil and gas companies or drilling contractors; a sustained reduction in the market capitalization of the Company; a significant sustained reduction in capital investment by drilling companies and oil and gas companies; or a significant sustained increase in worldwide inventories of oil or gas.
Events or circumstances which could indicate a potential impairment include (but are not limited to): a significant sustained reduction in worldwide oil and gas prices or drilling; a significant sustained reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant sustained reduction in the market capitalization of the Company; a significant sustained reduction in capital investment by drilling companies and oil and gas companies; and a significant sustained increase in worldwide inventories of oil or gas.
The starting point for each of the reporting unit’s cash flow from operations is the detailed annual plan or updated forecast. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and considered long-term earnings growth rates.
The starting point for each of the reporting unit’s cash flows from operations is the detailed annual plan or updated forecast. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and considered long-term earnings growth rates.
The effective tax rate was also favorably impacted by adjustments related to utilization of losses and tax credits for current and prior year tax returns, partially offset by current year losses in certain jurisdictions with no tax benefit.
The effective tax rate was favorably impacted by the adjustments related to utilization of losses and tax credits for current and prior year tax returns, partially offset by current year losses in certain jurisdictions with no tax benefit.
With operations in approximately 548 locations across six continents, NOV designs, manufactures and services a comprehensive line of drilling, well servicing and offshore construction equipment; sells and rents drilling motors, specialized downhole tools, and rig instrumentation; performs inspection and internal coating of oilfield tubular products; provides drill cuttings separation, management and disposal systems and services; and provides expendables and spare parts used in conjunction with the Company’s large installed base of equipment.
With operations in approximately 551 locations across six continents, NOV designs, manufactures and services a comprehensive line of drilling, well servicing and offshore construction equipment; sells and rents drilling motors, specialized downhole tools, and rig instrumentation; performs inspection and internal coating of oilfield tubular products; provides drill cuttings separation, management and disposal systems and services; and provides expendables and spare parts used in conjunction with the Company’s large installed base of equipment.
Changes in tax laws, regulations, and treaties, foreign currency exchange restrictions or the Company’s level of operations or profitability in each jurisdiction could impact the tax liability in any given year.
Changes in tax laws, regulations, treaties, foreign currency exchange restrictions or the Company’s level of operations or profitability in each jurisdiction could impact the tax liability in any given year.
Our estimates are based on historical experience and on our future expectations that we believe are reasonable. The combination of these factors forms the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from our current estimates and those differences may be material.
Our estimates are based on historical experience and on our future expectations that we believe are reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from our current estimates and those differences may be material.
Critical Accounting Policies and Estimates In preparing the financial statements, we make assumptions, estimates and judgements that affect the amounts reported. We periodically evaluate our estimates and judgements that are most critical in nature which are related to revenue recognition under long-term construction contracts and impairment of goodwill and other indefinite-lived intangible assets.
Critical Accounting Policies and Estimates In preparing the financial statements, we make assumptions, estimates and judgments that affect the amounts reported. We periodically evaluate our estimates and judgments that are most critical in nature which are related to revenue recognition under long-term construction contracts and impairment of goodwill and other indefinite-lived intangible assets.
The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility, significant judgement must be applied to determine whether credit changes are a short-term or long-term trend.
The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend.
As of December 31, 2023, the joint venture was in compliance. The facility construction was completed in the fourth quarter of 2022, and the joint venture will not have future borrowings on the line of credit. The line of credit repayment schedule began in December 2022 with final payment no later than June 2032.
As of December 31, 2024, the joint venture was in compliance. The facility construction was completed in the fourth quarter of 2022, and the joint venture will not have future borrowings on the line of credit. The line of credit repayment schedule began in December 2022 with final payment no later than June 2032.
We continue to expect to fund future cash acquisitions primarily with cash flow from operations and borrowings, including the unborrowed portion of the revolving credit facility or new debt issuances, but may also issue additional equity either directly or in connection with acquisitions.
We continue to expect to fund future cash acquisitions primarily with cash flows from operations and borrowings, including the unborrowed portion of the revolving credit facility or new debt issuances, but may also issue additional equity either directly or in connection with acquisitions.
Such changes in our estimates or assumptions could be material under weaker market conditions or outlook. 43 Income Taxes The Company is U.S. registered and is subject to income taxes in the U.S. The Company operates through various subsidiaries in a number of countries throughout the world.
Such changes in our estimates or assumptions could be material under weaker market conditions or outlook. 39 Income Taxes The Company is U.S. registered and is subject to income taxes in the U.S. The Company operates through various subsidiaries in a number of countries throughout the world.
The determination and evaluation of the annual tax provision and tax positions involves the interpretation of the tax laws in the various jurisdictions in which the Company operates. It requires significant judgement and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions and tax credits.
The determination and evaluation of the annual tax provision and tax positions involves the interpretation of the tax laws in the various jurisdictions in which the Company operates. It requires significant judgment and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions and tax credits.
Unless indicated otherwise, results of operations are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain reclassifications have been made to the prior year financial statements to conform with the 2023 presentation.
Unless indicated otherwise, results of operations are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain reclassifications have been made to the prior year financial statements to conform with the 2024 presentation.
The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each of the Company’s individual reporting units and the weighted average cost of capital.
The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flows from operations from each of the Company’s individual reporting units and the weighted average cost of capital.
See sources below. 34 The following table details the U.S., Canadian, and international rig activity and West Texas Intermediate Oil prices for the past nine quarters ended December 31, 2023 on a quarterly basis: Source: Rig count: Baker Hughes, Inc.
See sources below. 30 The following table details the U.S., Canadian, and international rig activity and West Texas Intermediate Oil prices for the past nine quarters ended December 31, 2024 on a quarterly basis: Source: Rig count: Baker Hughes, Inc.
The Company had $495 million of outstanding letters of credit at December 31, 2023, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.
The Company had $500 million of outstanding letters of credit at December 31, 2024, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.
There can be no assurance that additional financing for acquisitions will be available at terms acceptable to us. As of December 31, 2023, the Company had $67 million of unrecognized tax benefits.
There can be no assurance that additional financing for acquisitions will be available at terms acceptable to us. As of December 31, 2024, the Company had $68 million of unrecognized tax benefits.
As of December 31, 2023, approximately $728 million of the $816 million of cash and cash equivalents was held by our foreign subsidiaries and the earnings associated with this cash, if repatriated to the U.S., could be subject to foreign withholding taxes and incremental U.S. taxation.
As of December 31, 2024, approximately $633 million of the $1,230 million of cash and cash equivalents was held by our foreign subsidiaries and the earnings associated with this cash, if repatriated to the U.S., could be subject to foreign withholding taxes and incremental U.S. taxation.
We estimate variable consideration as the most likely amount we expect to receive. We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur, or when the uncertainty associated with the variable consideration is resolved.
We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur, or when the uncertainty associated with the variable consideration is resolved.
NOV remains committed to improving organizational efficiencies while focusing on the development and commercialization of innovative products and services, including technologies to reduce the environmental impact of oil and gas operations and technologies to accelerate the energy transition that are responsive to the longer-term needs of NOV’s customers.
Regardless of the operating environment, NOV remains committed to improving organizational efficiencies while focusing on the development and commercialization of innovative products and services, including technologies to reduce the environmental impact of oil and gas operations, and technologies to improve the economics of alternative energy that are responsive to the longer-term needs of NOV’s customers.
The Company reviews historical usage of inventory on-hand, assumptions about future demand and market conditions, current cost and estimates about potential alternative uses, which are limited, to estimate net realizable value.
Inventory Reserves Inventory is carried at the lower of cost or estimated net realizable value. The Company reviews historical usage of inventory on-hand, assumptions about future demand and market conditions, current cost and estimates about potential alternative uses, which are limited, to estimate net realizable value.
During the fourth quarter of 2023, the Company determined it was more likely than not the Company would be able to realize the benefit of a substantial portion of the deferred tax assets in the United States and the majority of its other international jurisdictions.
During 2023, the Company determined it was more likely than not that the Company would be able to realize the benefit of a substantial portion of the deferred tax assets in the United States and the majority of its other international jurisdictions and released valuation allowances on certain deferred tax assets.
During the fourth quarter of 2023, the Company determined it was more likely than not the Company would be able to realize the benefit of a substantial portion of the deferred tax assets in the United States and the majority of its other international jurisdictions.
During 2023, the Company determined it was more likely than not that the Company would be able to realize the benefit of a substantial portion of the deferred tax assets in the United States and the majority of its other international jurisdictions and released valuation allowances on certain deferred tax assets.
( www.bakerhughes.com ); West Texas Intermediate Crude Price, Natural Gas Price: US Department of Energy, Energy Information Administration ( www.eia.doe.gov ). The average price per barrel of West Texas Intermediate Crude was $77.64 in 2023, a decrease of 18% over the average price for 2022 of $94.81 per barrel.
( www.bakerhughes.com ); West Texas Intermediate Crude Price, Natural Gas Price: US Department of Energy, Energy Information Administration ( www.eia.doe.gov ). The average price per barrel of West Texas Intermediate Crude was $76.55 in 2024, a decrease of 1% over the average price for 2023 of $77.64 per barrel.
The Company’s outstanding debt at December 31, 2023 consisted primarily of $1,091 million in 3.95% Senior Notes, $495 million in 3.60% Senior Notes, and other debt of $139 million. The Company was in compliance with all covenants at December 31, 2023. Long-term lease liabilities totaled $558 million at December 31, 2023.
The Company’s outstanding debt at December 31, 2024 consisted primarily of $1,091 million in 3.95% Senior Notes, $496 million in 3.60% Senior Notes, and other debt of $153 million. The Company was in compliance with all covenants at December 31, 2024. Long-term lease liabilities totaled $544 million at December 31, 2024.
You should also consider carefully the statements under “Risk Factors” which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements, and additional disclosures we make in our press releases and Forms 10-Q, and 8-K.
You should also consider carefully the statements under “Risk Factors” which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements, and additional disclosures we make in our press releases and Forms 10-Q, and 8-K. We also suggest that you listen to our quarterly earnings release conference calls with financial analysts.
Not all companies define these measures in the same way. In addition, these non-GAAP financial measures are not a substitute for financial measures prepared in accordance with GAAP and should therefore be considered only as supplemental to such GAAP financial measures.
These non-GAAP financial measures are broadly used to value and compare companies in the oilfield services and equipment industry. Not all companies define these measures in the same way. In addition, these non-GAAP financial measures are not a substitute for financial measures prepared in accordance with GAAP and should therefore be considered only as supplemental to such GAAP financial measures.
Any reduction in future taxable income including but not limited to any future restructuring activities may require that the Company record an additional valuation allowance against deferred tax assets.
The realization of remaining deferred tax assets is primarily dependent on future taxable income. Any reduction in future taxable income, including but not limited to any future restructuring activities, may require that the Company record an additional valuation allowance against deferred tax assets.
As of December 31, 2023, the Company has a carrying value of $104 million in borrowings related to this line of credit. The Company has $10 million in payments related to this line of credit due in the next twelve months.
As of December 31, 2024, the Company has a carrying value of $94 million in borrowings related to this line of credit. The Company has $11 million in payments related to this line of credit due in the next twelve months.
The Company reviews these liabilities quarterly and to the extent audits or other events result in an adjustment to the liability accrued for a prior year, the effect will be recognized in the period of the event.
The Company reviews these liabilities quarterly and to the extent audits or other events result in an adjustment to the liability accrued for a prior year, the effect will be recognized in the period of the event. The IRS has proposed an adjustment to certain restructuring steps which occurred in 2017.
The credit facility contains a financial covenant regarding maximum debt-to-capitalization ratio of 60%. As of December 31, 2023, the Company was in compliance with a debt-to-capitalization ratio of 23.9% and had no outstanding letters of credit issued under the facility, resulting in $2.0 billion of available funds.
The new credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60%. As of December 31, 2024, the Company was in compliance with a debt-to-capitalization ratio of 23.8% and had no outstanding letters of credit issued under the facility, resulting in $1.5 billion of available funds.
Although numerous factors can affect the timing of revenue out of backlog (including, but not limited to, customer change orders and supplier accelerations or delays), the Company reasonably expects approximately $810 million of revenue out of backlog in 2024 and the remaining in 2025 and thereafter.
Although numerous factors can affect the timing of revenue out of backlog (including, but not limited to, customer change orders and supplier accelerations or delays), the Company reasonably expects approximately 41 percent of backlog to become revenue during 2025 and the remainder thereafter.
At December 31, 2023, approximately 27 percent of the capital equipment backlog was for offshore products and approximately 95 percent of the capital equipment backlog was destined for international markets. Eliminations and corporate costs Eliminations and corporate costs were $274 million for the year ended December 31, 2023 compared to $253 million for the year ended December 31, 2022.
At December 31, 2024, approximately 51 percent of the capital equipment backlog was for offshore products and approximately 92 percent of the capital equipment backlog was destined for international markets. Eliminations and corporate costs Eliminations and corporate costs were $207 million for the year ended December 31, 2024 compared to $227 million for the year ended December 31, 2023.
New orders are added to backlog only when the Company receives a firm written order for major completion and production components or a signed contract related to a construction project. The capital equipment backlog was $1,822 million at December 31, 2023, an increase of $220 million, or 14 percent from backlog of $1,602 million at December 31, 2022.
New orders are added to backlog only when the Company receives a firm written order for major completion and production components or a contract related to a construction project. The capital equipment backlog was $4.43 billion at December 31, 2024, an increase of $279 million, or 7 percent, from backlog of $4.15 billion at December 31, 2023.
Generally accepted accounting principles require the Company to test goodwill for impairment at least annually or more frequently whenever events or circumstances indicate that goodwill might be impaired.
The Company has approximately $1.6 billion of goodwill as of December 31, 2024. Generally accepted accounting principles require the Company to test goodwill for impairment at least annually or more frequently whenever events or circumstances indicate that goodwill might be impaired.
If opportunities to invest in the U.S. are greater than available cash balances that are not subject to income tax, rather than repatriating cash, the Company may choose to borrow against its revolving credit facility.
If opportunities to invest in the U.S. are greater than available cash balances that are not subject to income tax, rather than repatriating cash, the Company may choose to borrow against its revolving credit facility. On September 12, 2024, the Company entered into a new $1.5 billion five-year unsecured revolving credit facility.
At December 31, 2022, cash and cash equivalents were $1,069 million and total debt was $1,730 million.
At December 31, 2023, cash and cash equivalents were $816 million and total debt was $1,725 million.
The Company performs its goodwill test based on the Company’s discounted cash flow analysis. The discounted cash flow is based on management’s forecast of operating performance for each reporting unit.
If and when the Company performs a quantitative assessment, it is based on the Company’s discounted cash flow analysis. The discounted cash flow is based on management’s forecast of operating performance for each reporting unit.
As of December 31, 2023, the Company has recorded valuation allowances of $346 million that the Company intends to maintain until it is more likely than not the deferred tax assets will be realized.
As of December 31, 2024, the Company has recorded valuation allowances of $266 million that the Company intends to maintain until it is more likely than not the deferred tax assets will be realized. Income tax expense recorded in the future will be reduced to the extent of any additional decreases in the Company’s valuation allowances.
Key industry indicators for the past three years include the following: % increase (decrease) 2023 v 2023 v 2023* 2022* 2021* 2022 2021 Active Drilling Rigs: U.S. 689 721 475 (4.4 %) 45.1 % Canada 177 175 132 1.1 % 34.1 % International 948 851 755 11.4 % 25.6 % Worldwide 1,814 1,747 1,362 3.8 % 33.2 % West Texas Intermediate Crude Prices (per barrel) $ 77.64 $ 94.81 $ 67.99 (18.1 %) 14.2 % Natural Gas Prices ($/mmbtu) $ 2.54 $ 6.38 $ 3.88 (60.2 %) (34.5 %) * Averages for the years indicated.
Key industry indicators for the past three years include the following: % increase (decrease) 2024 v 2024 v 2024* 2023* 2022* 2023 2022 Active Drilling Rigs: U.S. 599 689 721 (13.1 %) (16.9 %) Canada 188 177 175 6.2 % 7.4 % International 945 948 851 (0.3 %) 11.0 % Worldwide 1,732 1,814 1,747 (4.5 %) (0.9 %) West Texas Intermediate Crude Prices (per barrel) $ 76.55 $ 77.64 $ 94.81 (1.4 %) (19.3 %) Natural Gas Prices ($/mmbtu) $ 2.19 $ 2.54 $ 6.38 (13.8 %) (65.7 %) * Averages for the years indicated.
The Company plans to begin reporting the new segment information beginning in the first quarter of 2024. Prior to January 1, 2024, the Company conducted its operations through three business segments: Wellbore Technologies, Completion & Production Solutions and Rig Technologies. See Item 1. “Business”, for a discussion of each of these business segments.
Prior to January 1, 2024, the Company conducted its operations through three business segments: Wellbore Technologies, Completion & Production Solutions, and Rig Technologies. Segment disclosures pertaining to prior periods have been restated to reflect the change in reportable segments. See Item 1. “Business”, for a discussion of each of these business segments.
During 2023, 2022, and 2021 we recorded inventory provision charges (credits) to inventory reserves of $28 million, $(18) million, and $73 million, respectively, consisting primarily of obsolete and surplus inventories. At December 31, 2023 and 2022, inventory reserves totaled $354 and $378 million, or 14.1% and 17.3% of gross inventory, respectively.
During 2024, 2023, and 2022 we recorded inventory provision charges (credits) to inventory reserves of $31 million, $28 million, and $(18) million, respectively. At December 31, 2024 and 2023, inventory reserves totaled $286 and $354 million, or 12.9% and 14.1% of gross inventory, respectively.
The IRS is examining the Company’s tax returns for 2017 and 2018 and has proposed an adjustment to certain restructuring steps which occurred in 2017. The Company and its advisors believe these restructuring steps were properly completed in accordance with U.S. tax laws and regulations and has appealed the proposed adjustment.
The Company and its advisors believe these restructuring steps were properly completed in accordance with U.S. tax laws and regulations and has appealed the proposed adjustment.
Revenue Recognition under Long-Term Construction Contracts Revenue is recognized over-time for certain long-term construction contracts in the Completion & Production Solutions and Rig Technologies segments. These contracts include custom designs for customer-specific applications that are unique and require significant engineering efforts. Revenue is recognized as work progresses on each contract.
Revenue Recognition under Long-Term Construction Contracts Revenue is recognized over-time for certain long-term construction contracts in the Energy Equipment segment. These contracts include custom designs for customer-specific applications that are unique and require significant engineering efforts. Revenue is recognized as work progresses on each contract. Right to payment is enforceable for performance completed to date, including a reasonable profit.
We believe that cash on hand, cash generated from operations and amounts available under our credit facilities and from other sources of debt will be sufficient to fund operations, working capital needs, capital expenditure requirements, dividends and financing obligations for the foreseeable future.
Other The effect of the change in exchange rates on cash was a decrease of $13 million for the year ended December 31, 2024, no change for the year ended December 31, 2023, and a decrease of $9 million for the years ended December 31, 2022. 37 We believe that cash on hand, cash generated from operations and amounts available under our credit facilities and from other sources of debt will be sufficient to fund operations, working capital needs, capital expenditure requirements, dividends and financing obligations for the foreseeable future.
Other items included in operating profit for Completion & Production Solutions was $26 million for the year ended December 31, 2023 and $36 million for the year ended December 31, 2022. The Completion & Production Solutions segment monitors its capital equipment backlog to plan its business.
Other items included in operating profit for Energy Equipment was a net credit of $118 million for the year ended December 31, 2024 and a net credit of $14 million for the year ended December 31, 2023. 33 The Energy Equipment segment monitors its capital equipment backlog to plan its business.
Although the Company considered future taxable income in its assessment, the Company concluded that, as of December 31, 2023, a valuation allowance was still required for certain United States foreign tax credit carryforwards and deferred tax assets in certain other jurisdictions due to several factors, including specific jurisdictions in which the Company does not project to generate sufficient future taxable income to realize all or a portion of its deferred tax assets specific to that jurisdiction; the specific nature and timing of future taxable income required to realize certain tax credit carryforwards, most notably U.S. foreign tax credits; and the timing of expiration of certain tax credit carryforwards.
Although the Company considered future taxable income in its assessment, the Company concluded that, as of December 31, 2023, a valuation allowance was still required for certain United States foreign tax credit carryforwards and deferred tax assets in certain other jurisdictions.
The adoption of this optional relief did not have a material impact on the consolidated financial statements. Forward–Looking Statements The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Some of the information in this document contains, or has incorporated by reference, forward-looking statements.
Recently Issued and Recently Adopted Accounting Standards See Note 2 to the Consolidated Financial Statements for further discussion on recently issued and recently adopted accounting standards. 40 Forward–Looking Statements The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Some of the information in this document contains, or has incorporated by reference, forward-looking statements.
This change is primarily due to an increase in intersegment sales. Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company.
Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations include intercompany transactions conducted between the two reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment.
The average crude oil price for the fourth quarter of 2023 was $78.41 per barrel, and natural gas was $2.74 per mmbtu. At February 2, 2024, there were 851 rigs actively drilling in North America, comprised of U.S. and Canada, compared to the fourth quarter average of 804 rigs, an increase of 6 percent.
At January 31, 2025, there were 840 rigs actively drilling in North America, comprised of U.S. and Canada, compared to the fourth quarter average of 781 rigs, an increase of 8 percent. The price for West Texas Intermediate Crude Oil was $72.53 per barrel at January 31, 2025, an increase of 3 percent from the fourth quarter of 2024 average.
The increase in expense was primarily due to higher foreign exchange losses for 2023. 38 Provision for income taxes The effective tax rate for the year ended December 31, 2023 was (60.9) percent, compared to 34.9 percent for 2022.
The decrease in expense was primarily due to larger foreign currency fluctuations in the prior year, particularly with the currency devaluation in Argentina. Provision for income taxes The effective tax rate for the year ended December 31, 2024 was 23.6 percent, compared to (60.9) percent for 2023.
The average natural gas price in 2023 was $2.54 per mmbtu, a decrease of 60% compared to the 2022 average of $6.38 per mmbtu. Average rig activity worldwide increased 4% for the full year in 2023 compared to 2022.
The average natural gas price in 2024 was $2.19 per mmbtu, a decrease of 14% compared to the 2023 average of $2.54 per mmbtu. Average rig activity worldwide decreased 5% for the full-year in 2024 compared to 2023. The average crude oil price for the fourth quarter of 2024 was $70.69 per barrel, and natural gas was $2.44 per mmbtu.
For the fourth quarter ended December 31, 2023, revenue was $2.34 billion, a $158 million or seven percent increase compared to the third quarter of 2023.
Adjusted EBITDA increased 11 percent to $1.11 billion or 12.5 percent of sales for 2024. For the fourth quarter ended December 31, 2024, revenue was $2.31 billion, a decrease of 1 percent compared to the fourth quarter of 2023.
For the year ended December 31, 2023, the Company reported an operating profit of $651 million compared to an operating profit of $264 million in 2022, and net income attributable to the Company of $993 million, which included the release of valuation allowances on deferred tax assets of $485 million, or $2.50 per fully diluted share compared to a net income of $155 million or $0.39 per fully diluted share during 2022.
For the year ended December 31, 2024, the Company reported net income attributable to the Company of $635 million, a decrease of $358 million from $993 million in 2023, which included the release of valuation allowances on deferred tax assets of $485 million. Operating profit increased 35 percent to $876 million, or 9.9 percent of sales for the full-year 2024.
New capital equipment orders booked during the quarter totaled $214 million, representing a book-to-bill of 68 percent when compared to the $314 million of orders shipped from backlog.
New orders booked during the quarter totaled $757 million, representing a book-to-bill of 121 percent when compared to the $628 million shipped from backlog. As of December 31, 2024, backlog for capital equipment orders for Energy Equipment was $4.43 billion, an increase of $279 million from the fourth quarter of 2023.
The Company defines Adjusted EBITDA as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items. Management believes this is important information to provide because it is used by management to evaluate the Company’s operational performance and trends between periods and manage the business.
The Company defines Adjusted EBITDA as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items. Adjusted EBITDA % is a ratio showing Adjusted EBITDA as a percentage of sales.
Right to payment is enforceable for performance completed to date, including a reasonable profit. We generally use the cost-to-cost (input) measure of progress for our contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs.
We generally use the cost-to-cost (input) measure of progress for our contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs. Estimating total revenue and cost at completion of long-term construction contracts is complex, subject to many variables and requires significant judgment.
These long-term construction contracts generally include integrating a complex set of tasks and components into a single project or capability, so are accounted for as one performance obligation. It is common for our long-term contracts to contain late delivery fees, work performance guarantees, and other provisions that can either increase or decrease the transaction price.
It is common for our long-term contracts to contain late delivery fees, work performance guarantees, and other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the most likely amount we expect to receive.
Management expects to see continued growth in these areas as low carbon power becomes a larger portion of the global energy supply. 35 EXECUTIVE SUMMARY NOV generated revenue of $8.58 billion in 2023, which was higher than the prior year due to higher industry activity.
Management expects to see continued growth in these areas as low carbon power becomes a larger portion of the global energy supply. 31 EXECUTIVE SUMMARY NOV generated revenue of $8.87 billion in 2024, due to improving quality of our capital equipment backlog, market share gains from new, higher margin technologies and services, and operational efficiencies that more than offset the effect of lower drilling activity.
Non-GAAP Financial Measures and Reconciliations This Form 10-K contains certain non-GAAP financial measures that management believes are useful tools for internal use and the investment community in evaluating NOV’s overall financial performance. These non-GAAP financial measures are broadly used to value and compare companies in the oilfield services and equipment industry.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Form 10-K filed with the SEC and is incorporated by reference into this annual report on Form 10-K. 34 Non-GAAP Financial Measures and Reconciliations This Form 10-K contains certain non-GAAP financial measures that management believes are useful tools for internal use and the investment community in evaluating NOV’s overall financial performance.
The following table summarizes our net cash provided by (used in) continuing operating activities, continuing investing activities and continuing financing activities for the periods presented (in millions): Year Ended December 31, 2023 2022 2021 Net cash provided by (used in) operating activities $ 143 $ (179 ) $ 291 Net cash used in investing activities (293 ) (238 ) (196 ) Net cash used in financing activities (103 ) (96 ) (189 ) Significant uses of cash during 2023 Cash flows provided by operating activities were $143 million.
The following table summarizes our net cash provided by (used in) continuing operating activities, continuing investing activities and continuing financing activities for the periods presented (in millions): Year Ended December 31, 2024 2023 2022 Net cash provided by (used in) operating activities $ 1,304 $ 143 $ (179 ) Net cash used in investing activities (471 ) (293 ) (238 ) Net cash used in financing activities (406 ) (103 ) (96 ) Significant uses and sources of cash during 2024: Cash flows provided by operating activities were $1.30 billion, primarily driven by higher levels of profitability and changes in the primary components of our working capital (inventories, contract assets, receivables, and accounts payable). Capital expenditures were $351 million. Business acquisitions, net of cash acquired, were $298 million. Business divestitures, net of cash disposed, were $176 million. Payments of $108 million in dividends to our shareholders. Share repurchases were $229 million.
Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s results of ongoing operations. Adjusted EBITDA is not intended to replace GAAP financial measures, such as Net Income.
Management believes this is important information to provide because it is used by management to evaluate the Company’s operational performance and trends between periods and manage the business. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s results of ongoing operations.
The Company is also becoming increasingly engaged with energy transition related opportunities and is currently involved in projects related to wind energy, solar, geothermal power, rare earth metal extraction, biogas production, and carbon sequestration. Additionally, the Company is investing in developing technologies and solutions that will support other energy transition related industry verticals.
The price for natural gas was $3.04 per mmbtu at January 31, 2025, an increase of 25 percent from the fourth quarter of 2024 average. The Company is also becoming increasingly engaged with energy transition related opportunities and is currently involved in projects related to wind energy, solar, geothermal power, rare earth metal extraction, biogas production, and carbon sequestration.
Estimating total revenue and cost at completion of long-term construction contracts is complex, subject to many variables and requires significant judgement. Under the cost-to-cost measure of progress, progress towards completion of each contract is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.
Under the cost-to-cost measure of progress, progress towards completion of each contract is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. These costs include labor, materials, subcontractors’ costs, and other direct costs.
Net revenue recognized from performance obligations satisfied in previous periods was $39 million for the year ended December 31, 2023 primarily due to change orders. 42 Goodwill The Company has approximately $1.6 billion of goodwill as of December 31, 2023.
Net revenue recognized from performance obligations satisfied in previous periods was $19 million for the year ended December 31, 2024 primarily due to change orders. 38 Goodwill Goodwill represents the excess of acquisition price paid over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed.
The Company has the right to increase the commitments under this agreement to an aggregate amount of up to $3.0 billion upon the consent of only those lenders holding any such increase. Interest under the multicurrency facility is based upon Secured Overnight Financing Rate (SOFR), NIBOR or CDOR plus 1.25% subject to a ratings-based grid or the U.S. prime rate.
This new credit facility replaced the Company’s previous $2.0 billion revolving credit facility. The Company has the right to increase the aggregate commitments under this new agreement to an aggregate amount of up to $2.5 billion upon the consent of only those lenders holding any such increase.
Operating profit from Wellbore Technologies was $423 million for the year ended December 31, 2023, an increase of $119 million compared to the year ended December 31, 2022. Operating profit percentage for 2023 was 13.3 percent compared to an operating profit percentage of 10.9 percent in 2022.
Operating profit from Energy Products and Services was $475 million for the year ended December 31, 2024, a decrease of $32 million compared to the year ended December 31, 2023. Operating profit percentage for 2024 was 11.5 percent compared to an operating profit percentage of 12.4 percent in 2023.
Results of Operations in 2022 Compared to 2021 Information related to the comparison of our operating results between the years 2022 and 2021 is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2022 Form 10-K filed with the SEC and is incorporated by reference into this annual report on Form 10-K.
Results of Operations in 2023 Compared to 2022 Information related to the comparison of our operating results between the years 2023 and 2022 is included in “Item 7.
Other expense, net Other expense, net was $98 million for the year ended December 31, 2023 compared to $35 million for the year ended December 31, 2022.
A less favorable product sales mix and lower volume in sales led to lower profitability year-over-year for our largest investment in unconsolidated affiliates. Other expense, net Other expense, net was $28 million for the year ended December 31, 2024 compared to $98 million for the year ended December 31, 2023.
Results of Operations The following table summarizes the Company’s revenue and operating profit (loss) by operating segment (in millions): Year Ended December 31, % Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Revenue: Wellbore Technologies $ 3,172 $ 2,777 $ 1,959 14.2 % 41.8 % Completion & Production Solutions 3,034 2,588 1,963 17.2 % 31.8 % Rig Technologies 2,608 2,034 1,739 28.2 % 17.0 % Eliminations (231 ) (162 ) (137 ) (42.6 %) (18.2 %) Total Revenue $ 8,583 $ 7,237 $ 5,524 18.6 % 31.0 % Operating Profit (Loss): Wellbore Technologies $ 423 $ 304 $ 74 39.1 % 310.8 % Completion & Production Solutions 188 69 (65 ) 172.5 % 206.2 % Rig Technologies 314 144 43 118.1 % 234.9 % Eliminations and corporate costs (274 ) (253 ) (186 ) (8.3 %) (36.0 %) Total Operating Profit (Loss) $ 651 $ 264 $ (134 ) 146.6 % 297.0 % Operating Profit (Loss)%: Wellbore Technologies 13.3 % 10.9 % 3.8 % Completion & Production Solutions 6.2 % 2.7 % (3.3 %) Rig Technologies 12.0 % 7.1 % 2.5 % Total Operating Profit (Loss) % 7.6 % 3.6 % (2.4 %) Years Ended December 31, 2023 and December 31, 2022 Wellbore Technologies Revenue from Wellbore Technologies for the year ended December 31, 2023 was $3,172 million, an increase of $395 million, or 14%, compared to the year ended December 31, 2022.
We believe this strategy will further advance the Company’s competitive position in all market conditions. 32 Results of Operations The following table summarizes the Company’s revenue and operating profit by operating segment (in millions): Year Ended December 31, % Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenue: Energy Products and Services $ 4,130 $ 4,077 $ 3,537 1.3 % 15.3 % Energy Equipment 4,888 4,669 3,819 4.7 % 22.3 % Eliminations (148 ) (163 ) (119 ) 9.2 % (37.0 %) Total revenue $ 8,870 $ 8,583 $ 7,237 3.3 % 18.6 % Operating profit: Energy Products and Services $ 475 $ 507 $ 331 (6.3 %) 53.2 % Energy Equipment 608 371 137 63.9 % 170.8 % Eliminations and corporate costs (207 ) (227 ) (204 ) 8.8 % (11.3 %) Total operating profit $ 876 $ 651 $ 264 34.6 % 146.6 % Operating profit %: Energy Products and Services 11.5 % 12.4 % 9.4 % Energy Equipment 12.4 % 7.9 % 3.6 % Total operating profit % 9.9 % 7.6 % 3.6 % Years Ended December 31, 2024 and December 31, 2023 Energy Products and Services Revenue from Energy Products and Services for the year ended December 31, 2024 was $4.13 billion, an increase of $53 million, or 1 percent, compared to the year ended December 31, 2023.
Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. These costs include labor, materials, subcontractors’ costs, and other direct costs. Any expected losses on a project are recorded in full in the period in which the loss becomes probable.
Any expected losses on a project are recorded in full in the period in which the loss becomes probable. These long-term construction contracts generally include integrating a complex set of tasks and components into a single project or capability, so are accounted for as one performance obligation.
Geopolitical risks and concerns regarding a slowing global economy, among other macro environment uncertainties, may drive volatility and could pressure commodity prices near-term; however, management believes diminished global oil and gas production capacity and rising energy security risks will continue to spur increased oilfield activity and demand for the Company’s equipment and technology.
Oil & Gas Equipment and Services Market and Outlook The macro environment and geopolitical uncertainties continue to drive volatility and pressure commodity prices, with oil prices reflecting growing concerns regarding diminishing demand from weakening global economies, excess OPEC capacity, and rising non-OPEC production.
An increase in the valuation allowance would result in additional income tax expense in such period and could have a significant impact on future earnings. 44 Recently Issued and Recently Adopted Accounting Standards In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848).” Topic 848, as amended, applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
An increase in the valuation allowance would result in additional income tax expense in such period and could have a significant impact on future earnings.
Adjusted EBITDA increased $19 million sequentially and increased $20 million from the prior year to $86 million, or 10.7 percent of sales. Improved revenue and profitability were primarily the result of strong year-end capital equipment sales and continued margin improvement in the segment’s project backlog.
Operating profit increased $31 million from the prior year to $152 million, or 11.8 percent of sales, and included $4 million in Other Items. Adjusted EBITDA increased $38 million from the prior year to $185 million, or 14.4 percent of sales. Profitability improved due to strong execution on higher margin projects from the segment’s backlog.
Included in operating profit are gains on sales of previously reserved inventory, release of an earnout accrual, charges related to a VERP, and other charges. Other items included in operating profit for Rig Technologies was a credit of $31 million for the year ended December 31, 2023 and none recorded for the year ended December 31, 2022.
Included in operating profit are Other Items related to the gain on the divestiture of the segment’s Pole Products business, gains on sales of previously reserved inventory, severance, facility closure costs, and other charges and credits.
Rig Technologies Revenue from Rig Technologies for the year ended December 31, 2023 was $2,608 million, an increase of $574 million, or 28%, compared to the year ended December 31, 2022. Operating profit from Rig Technologies was $314 million for the year ended December 31, 2023, an improvement of $170 million compared to 2022.
Energy Equipment Revenue from Energy Equipment for the year ended December 31, 2024 was $4.89 billion, an increase of $219 million, or 5 percent, compared to the year ended December 31, 2023. The increase in revenue is attributable to higher sales in international offshore markets.
Other Items included in operating profit for Wellbore Technologies were $44 million for the year ended December 31, 2023 and $60 million for the year ended December 31, 2022. 37 Completion & Production Solutions Revenue from Completion & Production Solutions for the year ended December 31, 2023 was $3,034 million, an increase of $446 million, or 17%, compared to the year ended December 31, 2022.
Other Items included in operating profit for Energy Products and Services were $7 million for the year ended December 31, 2024 and $53 million for the year ended December 31, 2023.
Operating profit percentage for 2023 was 12.0 percent compared to 7.1 percent in 2022. Improved demand for drilling equipment and aftermarket parts and services from international and offshore markets along with a greater rate of progress on offshore wind related backlog led to year over year growth in revenue and profitability.
Operating profit percentage for 2024 was 12.4 percent compared to operating profit percentage of 7.9 percent in 2023. Higher profitability for the year ended December 31, 2024 was the result of higher margin sales primarily driven by improved demand for aftermarket products and services and strong execution on the segment’s improving capital equipment backlog.
Removed
The price for West Texas Intermediate Crude Oil was $72.28 per barrel at February 2, 2024, a decrease of 8 percent from the fourth quarter of 2023 average. The price for natural gas was $2.08 per mmbtu at February 2, 2024, a decrease of 24 percent from the fourth quarter of 2023 average.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest Rate Risk At December 31, 2023, borrowings consisted of $1,091 million in 3.95% Senior Notes, $495 million in 3.60% Senior Notes, and other debt of $139 million. There were no outstanding letters of credit issued under the credit facility resulting in $2.0 billion of funds available under this credit facility.
Biggest changeBecause these contracts are net-settled the Company’s credit risk with the counterparties is limited to the foreign currency rate differential at the end of the contract. 41 Interest Rate Risk At December 31, 2024, borrowings consisted of $1,091 million in 3.95% Senior Notes, $496 million in 3.60% Senior Notes, and other debt of $153 million.
The Company estimates that a hypothetical 10% movement of all applicable foreign currency exchange rates on the transactional exposures could affect net income by $37 million and the translational exposures could affect Other Comprehensive Income by $37 million. The counterparties to forward contracts are major financial institutions.
The Company estimates that a hypothetical 10% movement of all applicable foreign currency exchange rates on the transactional exposures could affect net income by $47 million and the translational exposures could affect Other Comprehensive Income by $35 million. The counterparties to forward contracts are major financial institutions.
Occasionally a portion of borrowings under our credit facility could be denominated in multiple currencies which could expose us to market risk with exchange rate movements. These instruments carry interest at a pre-agreed upon percentage point spread from either SOFR, NIBOR or CDOR, or at the U.S. prime rate.
Occasionally a portion of borrowings under our credit facility could be denominated in multiple currencies which could expose us to market risk with exchange rate movements. These instruments carry interest at a pre-agreed upon percentage point spread from either SOFR, EURIBOR, SONIA, CORRA, or NIBOR, or at the U.S. prime rate.
These operations also have net assets and liabilities not denominated in the functional currency, which exposes us to changes in foreign currency exchange rates that impact income. During the years ended December 31, 2023, 2022 and 2021, the Company reported foreign currency losses of $84 million, $25 million and $16 million, respectively.
These operations also have net assets and liabilities not denominated in the functional currency, which exposes us to changes in foreign currency exchange rates that impact income. During the years ended December 31, 2024, 2023 and 2022, the Company reported foreign currency losses of $19 million, $84 million and $25 million, respectively.
We do not use foreign currency forward contracts for trading or speculative purposes. The Company had other financial market risk sensitive instruments (cash balances, overdraft facilities, accounts receivable and accounts payable) denominated in foreign currencies with transactional exposures totaling $468 million and translation exposures totaling $367 million as of December 31, 2023.
We do not use foreign currency forward contracts for trading or speculative purposes. The Company had other financial market risk sensitive instruments (cash balances, overdraft facilities, accounts receivable and accounts payable) denominated in foreign currencies with transactional exposures totaling $594 million and translation exposures totaling $354 million as of December 31, 2024.
Under our credit facility, we may, at our option, fix the interest rate for certain borrowings based on a spread over SOFR, NIBOR or CDOR for 30 days to six months.
Under our credit facility, we may, at our option, fix the interest rate for certain borrowings based on a spread over SOFR, EURIBOR, SONIA, CORRA or NIBOR for 30 days to six months.
Additionally, the Company’s joint venture has a $120 million bank line of credit for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon SOFR plus 1.40%.
There were no outstanding letters of credit issued under the credit facility resulting in $1.5 billion of available funds. Additionally, the Company’s joint venture has outstanding borrowings of $94 million under a $150 million bank line of credit for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon SOFR plus 1.40%.
The credit ratings and concentration of risk of these financial institutions are monitored on a continuing basis. Because these contracts are net-settled the Company’s credit risk with the counterparties is limited to the foreign currency rate differential at the end of the contract.
The credit ratings and concentration of risk of these financial institutions are monitored on a continuing basis.

Other NOV 10-K year-over-year comparisons