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What changed in NOV Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NOV Inc.'s 2024 and 2025 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 2025 report.

+281 added−304 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-14)

Top changes in NOV Inc.'s 2025 10-K

281 paragraphs added · 304 removed · 231 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

63 edited+11 added−31 removed48 unchanged
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.
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.
NOV also believes its manufacturing business model is less asset- and capital-intensive than most other participants in the energy industry. Leverage NOV’s advantages of size, scope, scale, and market position NOV’s position as a leading independent global energy technology and equipment provider affords several competitive advantages, including: Economies of scale in procurement and manufacturing .
NOV also believes its business model is less asset- and capital-intensive than most other participants in the energy industry. Leverage NOV’s advantages of size, scope, scale, and market position NOV’s position as a leading independent global energy technology and equipment provider affords several competitive advantages, including: Economies of scale in procurement and manufacturing .
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.
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.
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.
Carbon Capture and Sequestration NOV is positioned to play a meaningful role in the 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.
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.
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, measurement-while-drilling, logging-while-drilling, fishing, coiled tubing, and thru-tubing tools.
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.
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 and Construction.
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.
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. 2 Large installed base of equipment.
Energy Equipment designs, builds, and supports capital equipment and integrated systems used in oil and gas exploration and production, both onshore and offshore, as well as for industrial, marine, and renewable energy markets. Revenues are derived from sales of capital equipment and aftermarket spare parts, repair, and rentals, as well as comprehensive technical support, field service, and training.
Energy Equipment designs, builds, and supports capital equipment and integrated systems used in oil and gas exploration and production, both onshore and offshore, as well as for industrial, marine, and renewable energy markets. Revenues are derived from sales of capital equipment and aftermarket spare parts and repair as well as comprehensive technical support, field service, and training.
NOV has resisted the recent trend toward vertical integration, leaving the Company in an attractive and unique position as the largest global independent technology and equipment provider to the oilfield service sector. Governments in certain international markets are pursuing initiatives that drive local content and greater local employment.
NOV has resisted the trend toward vertical integration, leaving the Company in an attractive and unique position as the largest global independent technology and equipment provider to the oilfield service sector. Governments in certain international markets are pursuing initiatives that drive local content and greater local employment.
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.
Aftermarket offerings include upgrades of existing equipment and systems, spare parts and repair 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.
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.
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, NOV has developed solutions to improve the economics of alternative energy 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; 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 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; 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, 21% in Europe, 14% in Latin America, 13% in the Asia Pacific region, 11% in the Middle East and Africa, 4% in Canada and 3% in China.
NOV designs and manufactures a variety equipment used in production and midstream operations, including: reciprocating, multistage, and progressive cavity pumps, midstream products, such as closures, transfer pumps, chokes and valves; and artificial lift support systems, including production BOPs and stuffing boxes. • Industrial Equipment.
NOV designs and manufactures a variety of equipment used in production and midstream operations, including: reciprocating, multistage, and progressive cavity pumps, midstream products, such as closures, transfer pumps, chokes and valves; and artificial lift support systems, including production BOPs and stuffing boxes. • Industrial Equipment.
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.
The Company’s Max TM 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.
“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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 7 Seasonal Nature of the Company’s Business Historically, activity levels of some of the Company’s segments have followed seasonal trends to some degree.
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.
Revenues are derived from services and rentals, sales of shorter-lived or single-application capital assets and consumable products. 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.
As a result of such policies, the Company relies on joint ventures, license arrangements, and other business combinations with local nationals in these countries. See Note 16 to the Consolidated Financial Statements for information regarding geographic revenue information. Influence of Oil and Gas Activity Levels on the Company’s Business The oil and gas industry has historically experienced significant volatility.
As a result of such policies, the Company sometimes relies on joint ventures, license arrangements, and other business arrangements with local nationals in these countries. See Note 16 to the Consolidated Financial Statements for information regarding geographic revenue information. Influence of Oil and Gas Activity Levels on the Company’s Business The oil and gas industry has historically experienced significant volatility.
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
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. 10
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.
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 solutions. The Company is well positioned to introduce breakthrough technologies that enhance efficiencies and address industry needs, to generate strong returns.
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.
The Company’s 503 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.
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 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.
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.
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 remote operating location and in the cloud.
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.
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 5.2% sequentially from the fourth quarter.
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.
With operations in 57 countries, NOV has developed an efficient global 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.
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.
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 towards advancing the energy mix.
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.
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, automation, and robotics solutions.
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 ).
Wind NOV is a value-added partner meaningfully reducing offshore wind project execution risk. The Company has a broad portfolio of relevant technologies, 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.
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.
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. 9 Health and wellbeing The Company offers locally competitive health benefits, paid holidays and time off, and retirement benefits to our employees.
NOV Low-Carbon Solutions As a leading independent global energy technology and equipment provider, NOV is focused on helping its customers improve efficiencies, lower costs, improve reliability, and reduce the environmental impact of producing energy.
NOV Low-Carbon and Renewable Solutions As a leading independent global energy technology and equipment provider, NOV is focused on leveraging its core competencies to help customers improve efficiencies and reliability, lower costs, and reduce the environmental impact of producing energy.
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.
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.
NOV is a leading independent provider of data and digital solutions to the energy industry. Supported by a global field service infrastructure and technologically advanced equipment and sensors for harsh environments, the Company acquires, aggregates, and delivers real-time drilling, completion and production data to enable edge and cloud 4 analytics, which improve operational efficiencies, well productivity, and safety.
Supported by a global field service infrastructure and technologically advanced equipment and sensors for harsh environments, the Company acquires, aggregates, and delivers real-time drilling, completion and production data to enable edge and cloud analytics, which improve operational efficiencies, well productivity, and safety.
The company offers multistage frac technologies, including dissolvable frac plugs, frac sleeves, toe initiation burst port systems, and recyclable setting tools that enhance hydraulic fracturing efficiency. NOV also provides critical well construction components such as surface casing and liner hangers that ensure structural integrity and operational reliability. • Artificial Lift Systems.
The Company offers multistage frac technologies, including frac plugs, frac sleeves, toe initiation burst port systems, and recyclable setting tools that enhance hydraulic fracturing efficiency. NOV also provides critical well construction components such as surface casing, liner hangers and ultra reach floatation collars.
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”.
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 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.
NOV designs and manufactures capital equipment, related consumables, and digital products for hydraulic stimulation, coiled tubing, and wireline services. Hydraulic stimulation offerings include high-pressure pumping units, hydration units, chemical additive systems, blenders, and control systems. Consumable offerings include centrifugal pumps, valves, seats, and flowline equipment.
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.
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.
Sales to foreign oil companies are often made with or through representative arrangements. The Company’s competition consists primarily of publicly traded oilfield service and equipment companies and smaller independent equipment manufacturers in the oil and gas, industrial, and renewable energy equipment markets.
The Company’s competition consists primarily of publicly traded oilfield service and equipment companies and smaller independent equipment manufacturers in the oil and gas, industrial, and renewable energy equipment markets.
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.
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.
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.
NOV provides progressive cavity pumps, specialized mixers and heat exchangers, for a variety of end markets including, wastewater, chemical, food and beverage, mineral processing, pharmaceutical, pulp and paper, and biogas. Marketed under globally recognized brands and backed by more than 75 years of advanced fluid-handling experience.
Business Segment Overview NOV operates under two reporting segments that are organized to optimize resource allocation, accelerate innovation, improve customer service, and drive stronger results.
The Company intends to maintain a conservative approach to balance sheet management to preserve operational and strategic flexibility. Business Segment Overview NOV operates under two reporting segments that are organized to optimize resource allocation, accelerate innovation, improve customer service, and drive stronger results.
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.
The Company has pioneered numerous solutions for the oil & gas industry that economically reduce carbon intensity and deliver superior performance, 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.
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.
Leverage NOV’s market position to accelerate the digitalization 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.
Lower-cost, cleaner sources of energy significantly contribute to raising the global standard of living by powering economic development, enabling better infrastructure, healthcare, and education, and facilitating the production of goods and services that improve quality of life. NOV leverages its core competencies to assist customers’ efforts to reduce their environmental impact and carbon emissions.
Lower-cost, reliable sources of energy significantly contribute to raising the global standard of living by powering economic development, enabling better infrastructure and facilitating the production of goods and services that improve quality of life.
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.
While oil and gas will remain critical to many parts of the global economy, the drive to reduce emissions represents a significant economic opportunity for organizations that can improve the competitiveness of alternative energy sources. NOV is working to develop proprietary solutions to improve project execution and drive higher capital returns.
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.
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. Sales to foreign oil companies are sometimes made with or through representative arrangements.
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.
Backlog at December 31, 2025, 2024 and 2023 was $4.3 billion, $4.4 billion and $4.1 billion, respectively. 8 Human Capital NOV’s 31,605 global, diverse employees use their skill and expertise to provide the products and services that help our customers operate safely, efficiently, sustainably, and competitively.
NOV is a leading designer and manufacturer of electric submersible pumps, high viscosity pumps, and surface pumps designed to optimize productivity and reliability. • Tubular Inspection & Coating Services. NOV is a leading provider of tubular coating and inspection services for drill-pipe and other oil country tubular goods (“OCTG”).
NOV is a leading provider of tubular coating and inspection services for drill-pipe and other oil country tubular goods (“OCTG”).
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.
The Company leverages its metallurgy expertise and premium connection technologies to offer an innovative drill pipe product portfolio for applications ranging from deepwater, extended-reach, and high-pressure/high-temperature wells. • Conductor Casing Connections. 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 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.
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 can ramp up manufacturing capacity quickly to capture the up-cycle value while meeting customer demand.
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.
Career satisfaction and skills NOV tracks and monitors data on the employee experience including hiring, turnover, and promotion trends. 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.
Evolving with market needs, the portfolio includes solutions to reduce energy consumption and enable energy regeneration, resulting in reduced emissions profiles.
Evolving with market needs, the portfolio includes managed pressure drilling equipment and solutions to reduce energy consumption.
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.
NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 57 countries. NOV operates under two segments, Energy Equipment and Energy Products and Services. Business Strategy and Competitive Strengths NOV’s primary business objective is to generate above-average, long-term capital returns.
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 is focused on further enhancing 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.
NOV provides heavy-lift cranes, a large range of knuckle-boom and lattice-boom cranes, with active heave capabilities, deck-handling machinery, mooring and anchoring systems, a full range of jacking systems for drilling rigs, wind turbine installation vessels, other offshore construction vessels, and specialized equipment and machinery for installing offshore wind towers, turbines, and blades, offshore pipelines and offshore power transmission cables.
NOV’s marine solutions serve the oil and gas industry as well as wind energy and other marine-based end markets. NOV provides heavy-lift cranes with active heave capabilities, deck-handling machinery, mooring and anchoring systems, and a full range of jacking systems for drilling rigs, wind turbine installation vessels, and other offshore construction vessels.
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.
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. 6 Geothermal Today, many of NOV’s oil and gas products are used for drilling geothermal wells.
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.
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 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.
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, carbon capture and sequestration, and advanced nuclear.
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 .
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. Across NOV’s global workforce, women make up 16% of all employees, 23% of salaried employees, 20% of the C-Suite and hold 33% of the Company’s Board of Directors seats.
Diversity and inclusion NOV recognizes that diversity of thought, insight and experiences, culture, talent, and education contribute to achieving the Company’s goals.
In the US this includes health, vision and dental insurance, life insurance, disability insurance, a 401(k)-retirement savings plan, an employee assistance program, and a wellness program. Diversity and inclusion NOV recognizes that diversity of thought, insight and experiences, culture, talent, and education contribute to achieving the Company’s goals.
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.
Leverage core capabilities and competencies to advance adjacent energy and infrastructure markets with high growth potential NOV’s engineering expertise, complex global supply chain management, low-cost manufacturing, and large-scale energy infrastructure development provide unique capabilities to accelerate energy mix diversification and enhance critical infrastructure solutions. The Company has pioneered numerous innovations that help reduce emissions in oilfield operations.
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.
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.
The Company incorporates proprietary technologies in the delivery of such solutions, including its thermal desorption systems that efficiently minimize and treat drilling waste at the source for safe on-site disposal, significantly improving the efficiency of costly activities such as barge vessel trips, crane lifts, and trucking transport while also reducing the carbon emissions from the same. • MPD Equipment and Rentals.
The Company incorporates proprietary technologies in the delivery of such solutions, including its thermal desorption systems that efficiently minimize and treat drilling waste for safe on-site disposal. 4 • Digital Solutions. NOV is a leading provider of data and digital solutions to the energy industry.
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.
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.
Additionally, NOV designs offshore jack-up and floating rigs, wind turbine and cable lay vessels, and floating offshore wind structures. NOV’s marine solutions serve the oil and gas industry as well as wind energy and other marine-based end markets. • Process Systems. NOV provides integrated processing solutions for the separation and treatment of oil, gas, solids, seawater, and produced water production.
Additionally, NOV designs and manufactures turret mooring systems, swivel systems and loading and offloading solutions used in floating production and Floating Liquefied Natural Gas applications. 5 • Process Systems. NOV is a leading provider of integrated processing solutions for the separation and treatment of oil, gas, solids, seawater, and produced water production in onshore and offshore applications.
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NOV’s strong balance sheet provides flexibility to execute its strategy, including advancing technological offerings, through industry volatility and commodity price cycles. The Company intends to maintain a conservative approach to balance sheet management to preserve operational and strategic flexibility.
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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.
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NOV is a leading provider of managed pressure drilling (MPD) equipment and services. The Company provides a broad spectrum of MPD solutions to help manage wellbore pressures and optimize drilling performance. Offerings include rotating control devices, managed pressure drilling manifolds, full drilling control network integration, and engineering services. • Digital Solutions.
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NOV is also leveraging its core capability in manufacturing highly-regulated, highly-precise equipment and expertise in supply chain logistics to support commercial deployment of advanced nuclear technology at scale.
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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.
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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 manufactures a diverse line of products and improves efficiency by shifting production runs to high-demand or lowest-cost facilities.
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Drawing on a deep understanding of gas and fluids behavior from more than 40 years of experience, NOV’s engineers and project managers design and build integrated systems that provide water treatment, separation, sand management, hydrate inhibition and gas processing for use both on and offshore.
Added
Additionally, NOV offers a suite of remotely activated advanced completion tools that improve the efficiency and productivity of offshore well construction. • Artificial Lift Systems. NOV is a leading designer and manufacturer of electric submersible pumps, high viscosity pumps, and surface pumps designed to optimize productivity and reliability. • Tubular Inspection & Coating Services.
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For deepwater 5 applications these systems come together to supply comprehensive solutions for floating production, storage, and offloading (“FPSO”) vessels.
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Also, NOV provides specialized equipment and machinery for installing offshore wind towers, pipelines and power transmission cables. NOV designs offshore jack-up and floating rigs, wind turbine and cable lay vessels, and floating offshore wind structures.
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Leveraging processing expertise, NOV also offers carbon capture solutions, including amine-based carbon capture technologies, complementary processing systems, including CO2 dehydration, and mooring systems, to secure floating facilities used to process, condition, and inject CO2 into offshore subsurface geologic formations. • Subsea Production Systems .
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The Company is also a leading provider of Monoethylene Glycol (MEG) reclamation technology for gas development. For offshore applications, these systems offer comprehensive topside solutions for floating production, storage, and offloading (“FPSO”) vessels and fixed platforms. NOV also offers carbon capture solutions, including amine-based technologies, and complementary CO2 dehydration. • Subsea Production Systems .
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NOV provides specialized, technology-driven mixers, heat exchangers, and progressive cavity pumps to process high-viscosity liquids in a variety of end markets.
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Also, NOV is developing technology to improve onshore wind project returns by economically constructing taller wind towers.
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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.
Added
Nuclear NOV is positioned to support the advanced nuclear market by applying its manufacturing, engineering, project management, and supply chain capabilities to enable the deployment of next-generation reactor technologies. NOV is focused on developing and pursuing opportunities to provide industrial services that enable reactor developers to scale deployment and improve project economics.
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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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

74 edited+8 added−15 removed76 unchanged
Biggest changeThe 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.
Biggest changeFuture acquisitions may result in increased depreciation and amortization expense, increased interest expense, increased financial leverage or decreased operating income for the Company, any of which could cause our business to suffer. 15 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 or other drilling activities or processes 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.
We may not have adequate insurance for potential environmental, product or personal injury liabilities. While we maintain liability insurance, this insurance is subject to coverage limits. In addition, certain policies do not provide coverage for damages resulting from environmental contamination or may exclude coverage for other reasons.
We may not have adequate insurance for potential environmental, product or personal injury liabilities, or other liabilities. While we maintain liability insurance, this insurance is subject to coverage limits. In addition, certain policies do not provide coverage for damages resulting from environmental contamination or may exclude coverage for other reasons.
Calculation of some GHG emissions can involve uncertainty and lack precision because of the absence of reliable inputs or methods to perform such calculations. Accordingly, the EU CSRD and California regulations and other similar regulations give rise to litigation risk concerning the required disclosures.
Calculation of some GHG emissions can involve uncertainty and lack precision because of the absence of reliable inputs or methods to perform such calculations. Accordingly, the EU CSRD, California regulations and other similar regulations give rise to litigation risk concerning the required disclosures.
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.
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 in part 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. 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.
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.
The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of our intellectual property or other proprietary information, including customer data, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial position or results of operations.
The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of our intellectual property or other proprietary information, including customer data, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation or regulatory proceedings and possible financial liability, any of which could have a material adverse effect on our financial position or results of operations.
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.
The Company paid $16 million, is presently appealing and believes it will be reimbursed following a successful appeals or tax court process. 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.
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.
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 the use of distributed denial-of-service attacks.
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.
The Company could also become involved in investigations of consumers of our products at significant cost to the Company. 16 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.
In addition, our ability to work in certain jurisdictions is sometimes subject to our ability to successfully negotiate and agree upon acceptable joint venture agreements. The failure to reach acceptable agreements could adversely impact the Company’s operations in certain countries. Additionally, we may share control of joint ventures with unaffiliated third parties.
In addition, our ability to work in certain jurisdictions is sometimes subject to our ability to successfully negotiate and agree upon acceptable joint venture agreements and other agreements. The failure to reach acceptable agreements could adversely impact the Company’s operations in certain countries. Additionally, we may share control of joint ventures with unaffiliated third parties.
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.
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. 14 Our ability to hire and retain qualified personnel at competitive cost could materially affect our operations and growth potential.
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.
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. Joint 1.
The following can each affect our revenue and earnings: • price changes; • improvements in the availability and delivery of products and services by our competitors; • the introduction of new products and technologies by our competitors; and • the expiration of intellectual property rights protecting our products and technologies.
The following can each affect our revenue and earnings: • price changes; • improvements in the availability and delivery of products and services by our competitors; • intellectual property disputes; • the introduction of new products and technologies by our competitors; and • the expiration of intellectual property rights protecting our products and technologies.
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.
We cannot foresee the potential impact and unintended consequences that future executive actions or the changes in enforcement of existing laws, rules, and orders may have on our business.
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 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, geopolitical 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 day rates; • catastrophic events, such as public health crises, e.g., pandemics 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.
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.
For example, a number of our 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 been brought against companies like us within oilfield services, we cannot foreclose the possibility that this type of litigation may trend in that direction.
The Company’s existing contracts for rig and production equipment generally carry significant down payment and progress billing terms to facilitate the ultimate completion of these projects and the majority do not allow customers to cancel projects for convenience.
The Company’s existing contracts for drilling and production equipment generally carry significant down payment and progress billing terms to facilitate the ultimate completion of these projects, and the majority do not allow customers to cancel projects for convenience.
For example, we comply with the United States Foreign Corrupt Practices Act (FCPA), which prohibits United States companies and their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage.
For example, we comply with the FCPA, which prohibits United States companies and their agents and employees from improperly providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage.
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.
Approximately 66% of our revenues in 2025 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.
Providing skid packages and engineered products as well as services on an integrated basis may also require us to assume additional risks associated with operating cost inflation, labor availability and productivity, supplier pricing and performance, and potential claims for liquidated damages.
Providing skid packages and engineered products as well as services on an integrated basis may also require us to assume additional risks associated with operating cost inflation, labor availability and productivity, supplier pricing and performance, changes in regulations, and potential claims for liquidated damages.
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.
These and other environmental requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. In addition to regulatory risks, increased advocacy related to 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.
Various federal and state legislative and regulatory initiatives, as well as actions in other countries, have been or could be undertaken which could result in additional requirements or restrictions being imposed on hydraulic fracturing operations.
Various federal and state legislative and regulatory initiatives, as well as actions in other countries, have been or could be undertaken which could result in additional requirements or restrictions being imposed on hydraulic fracturing operations or other drilling activities or processes.
Litigation may result from the confluence of these events in Russia and Belarus and our response to the various sanctions as we work to comply with applicable laws and regulations. We also may incur severance costs as a result of conditions in Russia if we are unable to obtain government approval.
Litigation may result from the confluence of these events in Russia and our response to the various sanctions as we work to comply with applicable laws and regulations. We also may incur severance costs as a result of conditions in Russia if we are unable to obtain government approval of the agreement to sell our business in Russia.
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
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. 22
We sometimes provide engineered skid packages of processing equipment or complex equipment in the form of multi-year contracts, without price escalation clauses. Some of these contracts are required by our customers, including national oil companies (NOCs).
We sometimes provide engineered skid packages of processing equipment or complex equipment in the form of multi-year contracts, without sufficiently protective price escalation clauses. Some of these contracts are required by our customers, including national oil companies (“NOCs”).
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.
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 • as a result of contractual agreements to indemnify our customers in the normal course of business.
The system of tubulars, packers, and other tools installed beneath the wellhead in the production casing; that is, the tool assembly that provides the hydrocarbon flow path or paths. Wellhead The termination point of a wellbore at surface level or subsea, often incorporating various valves and control instruments.
The system of tubulars, packers, and other tools installed beneath the wellhead in the production casing; that is, the tool assembly that provides the hydrocarbon flow path or paths. Wellhead The termination point of a wellbore at surface level or subsea, often incorporating various valves and control instruments. Wellbore A borehole; the hole drilled by the bit.
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.
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 pandemics; • 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; • localization requirements in certain countries; • disparate judicial systems and dispute resolution mechanisms; • deprivation of contract rights; • restrictions on the repatriation of income or capital; • inflation; and • currency exchange rate fluctuations and devaluations.
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.
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 mitigation of air emissions as well as GHG controls 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.
We are also subject to the risks that our employees, joint venture partners, and agents outside of the United States may fail to comply with other applicable laws. Allegations of violations of applicable anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations.
We are also subject to the risks that our employees, joint venture partners, sales representatives, distributors, and other participants in our sales channels outside of the United States may fail to comply with other applicable laws. Allegations of violations of applicable anti-corruption laws have resulted and may in the future result in internal, independent, or government investigations.
To meet many of these local content and other requirements, we are required to attract and retain qualified local personnel. If we are unable to do so because the supply of qualified local personnel is constrained for any reason, the growth and profitability of our business may be adversely affected.
To meet many of these local content and other requirements, we are required to attract and retain qualified local personnel or engage in other business arrangements with local entities. If we are unable to do so because the supply of qualified local personnel is constrained for any reason, the growth and profitability of our business may be adversely affected.
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.
As of December 31, 2025, we had a backlog of capital equipment to be manufactured, assembled, tested and delivered by Energy Equipment in the amount of $4.34 billion.
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.
Oil and gas prices may remain below a range that is acceptable to certain of our customers, which could result in a 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.
Furthermore, while the Company stresses the importance of its research and development programs, the technical challenges and market uncertainties associated with the development and successful introduction of new products are such that there can be no assurance that the Company will realize future revenue from new products.
Furthermore, while the Company stresses the importance of its research and development programs, the technical challenges and market uncertainties associated with development and introduction of new products are such that there can be no assurance that our customers will adopt our new products or that we will realize future revenue from such products.
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.
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 or other drilling activities or processes 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.
Legislation, regulations and/or policies have also been adopted at the state level that impose other types of requirements on hydraulic fracturing operations (such as limits on operations in the event of certain levels of seismic activity).
Legislation, regulations and/or policies have also been adopted at the state level that impose other types of requirements on hydraulic fracturing operations (such as limits on operations in the event of certain levels of seismic activity) or further chemical disclosure or other regulatory requirements that could affect our operations.
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.
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.
Riser pipe The pipe and special fitting used on floating offshore drilling rigs to establish a seal between the top of the wellbore, which is on the ocean floor, and the drilling equipment located above the surface of the water.
Pressure pumping Pumping fluids into a well by applying pressure at the surface. Riser pipe The pipe and special fitting used on floating offshore drilling rigs to establish a seal between the top of the wellbore, which is on the ocean floor, and the drilling equipment located above the surface of the water.
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.
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 $5 million for the year ended December 31, 2025 due to the deconsolidation of Russian subsidiaries. We did not record impairment or other charges for the year ended December 31, 2024.
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.
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, result in cancellation of these contracts, or subject us to contractual penalties: • financial challenges for consumers of our capital equipment; • credit market conditions for consumers of our capital equipment; 11 • anticipated future demand for oil and gas and volatility in oil and gas prices; • our failure to accurately estimate costs for making this equipment; • our ability to deliver equipment that meets contracted technical requirements; • manufacturing quality risks, including our ability to maintain our quality standards during the design and manufacturing process; • supply chain challenges, including our ability to secure parts made by third party vendors at reasonable costs and within required timeframe; • inflation risks, including unexpected increases in the costs of raw materials; • other third party and contingency variables, including our ability to manage delays due to weather, political strife, shipyard access, labor shortages, public health crises such as pandemics or other factors beyond our control; • volatility concerning imposition of tariffs or duties between countries, which could materially affect our global supply chain.
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.
An impairment of goodwill or other indefinite lived intangible assets could reduce our earnings. 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 indefinite lives as of December 31, 2025.
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.
Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our consolidated financial statements. 17 Future laws, regulations, treaties, international obligations, and 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.
Cuttings Fragments of rock dislodged by the bit and brought to the surface in the drilling mud. Washed and dried cutting samples are analyzed by geologist to obtain information about the formations drilled. Directional Well Well drilled in an orientation other than vertical in order to access broader portions of the formation. Drawworks The hoisting mechanism on a drilling rig.
Cuttings Fragments of rock dislodged by the bit and brought to the surface in the drilling mud. Washed and dried cutting samples are analyzed by geologist to obtain information about the formations drilled. Drawworks The hoisting mechanism on a drilling rig.
Local content requirements imposed in certain jurisdictions may increase the complexity of our operations and impact the demand for our services. A growing number of nations are requiring equipment providers and contractors to meet local content requirements or other local standards.
Consequently, the price of our stock could be negatively impacted as we navigate the energy transition. 18 Local content requirements imposed in certain jurisdictions may increase the complexity of our operations and impact the demand for our services. A growing number of nations are requiring equipment providers and contractors to meet local content requirements or other local standards.
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.
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.
In addition, governmental authorities in various foreign countries where we have provided or may provide hydraulic fracturing services have imposed or are considering imposing various restrictions or conditions that may affect hydraulic fracturing operations.
Certain states have banned or adopted moratoria on hydraulic fracturing or the permits associated with it. In addition, governmental authorities in various foreign countries where we have provided or may provide hydraulic fracturing services have imposed or are considering imposing various restrictions or conditions that may affect hydraulic fracturing operations.
This in turn can restrict, limit or prevent our conduct of business in certain jurisdictions. For our operations outside the United States, we are required to comply with applicable United States laws and other applicable international regulations.
Governments also impose economic sanctions against certain countries, persons, and entities that can restrict or prohibit transactions involving such countries, persons, and entities. This in turn can restrict, limit or prevent our conduct of business in certain jurisdictions. For our operations outside the United States, we are required to comply with applicable United States laws and other applicable international regulations.
The situation is complicated by actual and potential governmental and legal actions taken by the Russian Federation in response to the sanctions, which could expose our employees to adverse legal consequences in Russia, including potential criminal penalties. Other sanctions have been enacted related to Belarus and Belarusian interests.
The situation is complicated by actual and potential governmental and legal actions taken by the Russian Federation in response to the sanctions, which could expose our employees to adverse legal consequences in Russia, including potential criminal penalties. In response to these sanctions, we ceased new investments in Russia and have curtailed our activities in Russia.
In addition, government disruptions could negatively impact our ability to conduct our business. Supply chain restrictions such as the U.K. Modern Slavery Act and other similar legislation could also materially affect our supply chain, cost of production, and ability to manufacture our products. We are also required to comply with various complex U.S. and foreign tax laws, regulations and treaties.
In addition, government disruptions could negatively impact our ability to conduct our business. Supply chain restrictions such as the U.K. Modern Slavery Act and other similar legislation could also materially affect our supply chain, cost of production, and ability to manufacture our products. Because we operate in many countries, the laws and regulations applicable to us may conflict.
At the time, these sanctions resulted in our winding down and ending work on certain projects in Russia and prevented us from pursuing certain other projects in Russia. In 2017 and 2018, the U.S. Government imposed additional sanctions against Russia, Russia’s oil and gas industry, and certain Russian companies.
At the time, these sanctions resulted in our winding down and ending work on certain projects in Russia and prevented us from pursuing certain other projects in Russia. The U.S.
In response to these sanctions, we ceased new investments in Russia and have curtailed our activities in Russia. During the third quarter of 2022, we sold our business in Belarus and entered into an agreement to sell our business in Russia. The sale is subject to various government approvals in Russia and other jurisdictions.
During the third quarter of 2022, we entered into an agreement to sell our business in Russia. The sale remains subject to various government approvals in Russia and other jurisdictions.
Among 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.
Among 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; 13 • delays and higher costs for shipping and transportation; • tariffs; • labor shortages and absences; • wage and other labor cost inflation; • government regulation; • regulation that limit or prohibit the procurement of certain raw materials and components from certain regions or parties; • 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.
The combination of laws, regulations, treaties, negative reputational impact, and societal perceptions of our industry may adversely impact demand for oil and natural gas and demand for our products. Consequently, the price of our stock could be negatively impacted as we navigate the energy transition.
The combination of laws, regulations, treaties, negative reputational impact, and societal perceptions of our industry may adversely impact demand for oil and natural gas and demand for our products.
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.
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.
These laws, regulations and treaties can change frequently and significantly, and it is reasonable to expect changes in the future.
We are also required to comply with various complex U.S. and foreign tax laws, regulations and treaties. These laws, regulations and treaties can change frequently and significantly, and it is reasonable to expect changes in the future.
We cannot assure that acquisitions will result in the financial, operational or other benefits that we anticipate, and we cannot assure that we will successfully integrate the operations and assets of any acquired business with our own or that our management will be able to effectively manage any new lines of business.
Furthermore, we cannot assure that we will successfully integrate the operations and assets of any acquired business with our own or that our management will be able to effectively manage any new lines of business. Any inability on the part of management to integrate and manage acquired businesses and their assumed liabilities could adversely affect our business and financial performance.
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.
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 result in a material uninsured loss of Company assets and/or have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any inability on the part of management to integrate and manage acquired businesses and their assumed liabilities could adversely affect our business and financial performance. In addition, we may need to incur substantial indebtedness to finance future acquisitions. We cannot assure that we will be able to obtain this financing on terms acceptable to us or at all.
In addition, we may need to incur substantial indebtedness to finance future acquisitions. We cannot assure that we will be able to obtain this financing on terms acceptable to us or at all.
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.
Laws and regulations in some jurisdictions, for example, 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, although the exact effective dates for such laws and regulations often change due to litigation and further regulatory processes.
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.
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. The tools, techniques, methodologies, programs and components we use to provide our services may infringe upon the intellectual property rights of others.
We are a leader in the development of new technology and equipment to enhance the safety and productivity of drilling and well servicing processes. If we are unable to maintain our technology leadership position, it could adversely affect our competitive advantage for certain products and services.
We are a leader in the development of new technology and equipment to enhance the safety and productivity of drilling and well servicing processes.
Modern top drives combine the elevator, the tongs, the swivel, and the hook. Even though the rotary table assembly is not used to rotate the drill stem and bit, the top-drive system retains it to provide a place to set the slips to suspend the drill stem when drilling stops.
Even though the rotary table assembly is not used to rotate the drill stem and bit, the top-drive system retains it to provide a place to set the slips to suspend the drill stem when drilling stops. Turret Mechanical device that allows a floating vessel to rotate around stationary flowlines, umbilicals, and other associated risers. Well completion 1.
Our ability to comply with various complex U.S. and foreign laws and regulations, such as the FCPA, the U.K.
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.
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.
Infringement claims may 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. Additionally, developing non-infringing technologies could increase our costs.
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.
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. Thermal desorption The process of removing drilling mud from cuttings by applying heat directly to drill cuttings.
Flexible pipe A dynamic riser that connects subsea production equipment to a topside facility allowing for the flow of oil, gas, and/or water. 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.
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. Flexible pipe A dynamic riser that connects subsea production equipment to a topside facility allowing for the flow of oil, gas, and/or water. Also used on the seafloor to tie wells and subsea equipment together.
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.
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. Also called a borehole or hole.
Mooring system The method by which a vessel or buoy is fixed to a certain position, whether permanently or temporarily. Oil Country Tubular Goods (OCTG) Metal products used in the oil and gas industry, OCTG products include drill pipe, casing, tubing, couplings, and accessories. Pressure control equipment Equipment used in: 1.
Oil Country Tubular Goods (OCTG) Metal products used in the oil and gas industry, OCTG products include drill pipe, casing, tubing, couplings, and accessories. Pressure control equipment Equipment used in: 1. The act of preventing the entry of formation fluids into a wellbore. 2. The act of controlling high pressures encountered in a well.
The guidelines must also be tensioned, so a separate tensioner system is provided for them. Thermal desorption The process of removing drilling mud from cuttings by applying heat directly to drill cuttings. Top drive A device similar to a power swivel that is used in place of the rotary table to turn the drill stem. It also includes power tongs.
Top drive A device similar to a power swivel that is used in place of the rotary table to turn the drill stem. It also includes power tongs. Modern top drives combine the elevator, the tongs, the swivel, and the hook.
As a result, there has been increased promotion of alternative energy and increased negative attitudes or perceptions of fossil fuels. New laws and regulations to reduce GHG, including the imposition of fees or taxes, could adversely impact our operations and financial condition.
New laws and regulations to reduce GHG, including the imposition of fees or taxes, could adversely impact our operations and financial condition. Oil and natural gas exploration and production may decline as a result of environmental requirements, including heightened air emission regulation or land use policies responsive to environmental concerns.
Moreover, many countries, including the United States, control the export, re-export, and in-country transfer of certain goods, services, and technology and impose related export recordkeeping and reporting obligations. Governments also impose economic sanctions against certain countries, persons, and entities that can restrict or prohibit transactions involving such countries, persons, and entities.
Our import and export activities may be governed in part or in whole by the trade law, customs law, and other laws and regulations in the countries in which we operate. Moreover, many countries, including the United States, control the export, re-export, and in-country transfer of certain goods, services, and technology and impose related export recordkeeping and reporting obligations.
Oil and natural gas exploration and production may decline as a result of environmental requirements, including land use policies responsive to environmental concerns. State, national, and international governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt, climate-related legislation and other regulatory initiatives that limit GHG emissions.
State, national, and international governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt, climate-related legislation and other regulatory initiatives that limit GHG emissions and/or subsidize alternative energy sources. The trend of increased environmental regulation is not linear and can fluctuate depending on the administration and jurisdiction, even within the same country.
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.
Government has imposed additional sanctions against Russia, Russia’s oil and gas industry, and certain Russian companies since that time. 19 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, which included controls on the export, re-export, and in-country transfer in Russia of certain goods, supplies, and technologies, including some that we use in our business in Russia, as well as restrictions on doing business with certain Russian customers, certain financial institutions, and certain individuals and undertaking new investments and business activities in Russia.
Our revenues and operating results have been dependent, in part, upon the successful introduction of new or improved products.
In contrast, if we are unable to maintain our technology leadership position, including building artificial intelligence and machine learning capabilities into our products where appropriate, it could adversely affect our competitive advantage for certain products and services. Our revenues and operating results have been dependent, in part, upon the successful introduction of new or improved products.
Removed
Future acquisitions may result in increased depreciation and amortization expense, increased interest expense, increased financial leverage or decreased operating income for the Company, any of which could cause our business to suffer.
Added
Paradoxically, the successful adoption of new technologies may lead to more efficient production of hydrocarbons with less equipment, thereby reducing demand for our products over time, e.g., reductions in rig count needed to produce the same or greater volume of hydrocarbons from a given field.
Removed
Additional legislation and/or regulations are being considered at the state and local level that could impose further chemical disclosure or other regulatory requirements (such as prohibitions on hydraulic fracturing operations in certain areas) that could affect our operations. Four states (New York, Maryland, Washington, and Vermont) have banned the use of high-volume hydraulic fracturing.
Added
Artificial intelligence algorithms that we may now or in the future use in our products may be unreliable, based on unrepresentative or misleading data sets, or otherwise may not achieve sufficient levels of efficiency or accuracy. 12 We may also have disputes with competitors concerning technology ownership, use, or payment for licenses of our technology.
Removed
Oregon has adopted a five-year moratorium and Colorado has enacted legislation providing local governments with regulatory authority over hydraulic fracturing operations. Local jurisdictions in some states have adopted ordinances that restrict or in certain cases prohibit the use of hydraulic fracturing, although many of these ordinances have been challenged and some have been overturned.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed9 unchanged
Biggest changeWe 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
Biggest changeWe 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.” 23

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
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.
Biggest changePR OPERTIES The Company owned or leased approximately 503 facilities worldwide as of December 31, 2025, including the following principal manufacturing, service, distribution and administrative facilities: Owned / Location Description Leased Energy Products and 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 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
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. 24

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−0 removed3 unchanged
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
Biggest changeThe results shown in the graph below are not necessarily indicative of future performance. 12/20 12/21 12/22 12/23 12/24 12/25 NOV Inc. 100.00 99.09 154.31 151.46 110.87 123.36 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P 500 Oil & Gas Equipment & Services 100.00 127.56 210.24 214.06 186.98 200.63 PHLX Oil Service Sector 100.00 120.74 194.98 198.71 175.53 181.73 S&P Oil & Gas Equipment Select Industry 100.00 112.24 182.41 195.34 185.27 196.44 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). 27 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, 2025 1,752,897 $ 13.10 1,752,897 517,796,332 November 1 through November 30, 2025 1,286,728 15.07 1,286,728 498,401,879 December 1 through December 31, 2025 2,675,977 15.77 2,675,977 456,193,440 Total 5,715,602 $ 14.80 5,715,602 (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. 28
“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.
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” contained herein. 26 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, 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.
The total shareholder return assumes $100 invested on December 31, 2020 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 January 31, 2025, there were 1,338 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 February 6, 2026, there were 1,256 holders of record of our common stock.
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.
For the year ended December 31, 2024, cash dividends declared and paid was $0.05 per share in the first quarter, and $0.075 per share in each of the remaining quarters, totaling $108 million.
Added
Cash dividends declared and paid were $0.075 per share in each quarter of 2025 and a supplemental dividend of $0.21 per share was declared and paid in the second quarter of 2025, totaling $190 million cash dividends declared and paid for the year ended December 31, 2025.

Item 7. Management's Discussion & Analysis

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

79 edited+30 added−26 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, 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.
Biggest changePre-tax Other Items consist of charges and credits related to (in millions): Three Months Ended Year Ended December 31, September 30, December 31, 2025 2024 2025 2025 2024 Pre-tax Other Items by category: Goodwill and long-lived asset impairment $ 70 $ — $ — $ 70 $ — Royalty timing discount — — 24 24 — Business divestiture — 1 — — (130 ) Severance, facility closures and other restructuring activities 16 6 41 89 21 Total pre-tax Other Items $ 86 $ 7 $ 65 $ 183 $ (109 ) 34 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, 2025 2024 2025 2025 2024 Operating profit: Energy Products and Services $ 73 $ 112 $ 38 $ 277 $ 475 Energy Equipment 107 152 130 493 608 Eliminations and corporate costs (88 ) (57 ) (61 ) (276 ) (207 ) Total operating profit $ 92 $ 207 $ 107 $ 494 $ 876 Operating profit %: Energy Products and Services 7.4 % 10.6 % 3.9 % 7.0 % 11.5 % Energy Equipment 8.0 % 11.8 % 10.4 % 10.0 % 12.4 % Eliminations and corporate costs — — — — — Total operating profit % 4.0 % 9.0 % 4.9 % 5.6 % 9.9 % Pre-tax Other Items, net: Energy Products and Services $ 7 $ 3 $ 41 $ 59 $ 7 Energy Equipment 46 4 21 79 (118 ) Corporate 33 — 3 45 2 Total pre-tax Other Items $ 86 $ 7 $ 65 $ 183 $ (109 ) (Gain) loss on sales of fixed assets Energy Products and Services $ 1 $ — $ (2 ) $ (3 ) $ — Energy Equipment (2 ) — (1 ) (4 ) — Corporate — — — 4 — Total (gain) loss on sales of fixed assets $ (1 ) $ — $ (3 ) $ (3 ) $ — Adjusted operating profit: Energy Products and Services $ 81 $ 115 $ 77 $ 333 $ 482 Energy Equipment 151 156 150 568 490 Eliminations and corporate costs (55 ) (57 ) (58 ) (227 ) (205 ) Adjusted operating profit $ 177 $ 214 $ 169 $ 674 $ 767 Depreciation & amortization: Energy Products and Services $ 59 $ 58 $ 58 $ 233 $ 221 Energy Equipment 29 29 30 115 115 Corporate 2 1 1 7 7 Total depreciation & amortization $ 90 $ 88 $ 89 $ 355 $ 343 Adjusted EBITDA: Energy Products and Services $ 140 $ 173 $ 135 $ 566 $ 703 Energy Equipment 180 185 180 683 605 Eliminations and corporate costs (53 ) (56 ) (57 ) (220 ) (198 ) Total Adjusted EBITDA $ 267 $ 302 $ 258 $ 1,029 $ 1,110 Adjusted EBITDA %: Energy Products and Services 14.2 % 16.3 % 13.9 % 14.2 % 17.0 % Energy Equipment 13.5 % 14.4 % 14.4 % 13.8 % 12.4 % Eliminations and corporate costs — — — — — Total Adjusted EBITDA % 11.7 % 13.1 % 11.9 % 11.8 % 12.5 % 35 Three Months Ended Year Ended December 31, September 30, December 31, 2025 2024 2025 2025 2024 Reconciliation of Adjusted EBITDA: GAAP net income (loss) attributable to Company $ (78 ) $ 160 $ 42 $ 145 $ 635 Noncontrolling interests (3 ) 1 2 6 — Provision for income taxes 147 38 29 224 196 Interest expense 22 24 22 88 91 Interest income (19 ) (11 ) (11 ) (51 ) (38 ) Equity (income) loss in unconsolidated affiliates 6 1 11 16 (36 ) Other (income) expense, net 17 (6 ) 12 66 28 (Gain) loss on sales of fixed assets (1 ) — (3 ) (3 ) — Depreciation and amortization 90 88 89 355 343 Pre-tax Other Items, net 86 7 65 183 (109 ) Total Adjusted EBITDA $ 267 $ 302 $ 258 $ 1,029 $ 1,110 Liquidity and Capital Resources Overview At December 31, 2025, the Company had cash and cash equivalents of $1,552 million, and total debt of $1,718 million.
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.
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 they are accounted for as one performance obligation.
The Company discloses Adjusted EBITDA (defined as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items (as defined below under “Executive Summary”)) in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations.
The Company discloses Adjusted Operating Profit (defined as Operating Profit excluding gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items (as defined below under “Executive Summary”)) and Adjusted EBITDA (defined as Operating Profit excluding depreciation, amortization, gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items) in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations.
The Company has continued to invest in developing and advancing products and technologies, contributing to the obsolescence of certain older products in a dramatically-shifted and more highly competitive recovering market, but also ensuring that the portfolio of products and services offered by the Company will meet customer needs in 2024 and beyond.
The Company has continued to invest in developing and advancing products and technologies, contributing to the obsolescence of certain older products in a dramatically-shifted and more highly-competitive recovering market, but also ensuring that the portfolio of products and services offered by the Company will meet customer needs in 2026 and beyond.
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.
With operations in approximately 503 locations across six continents, NOV designs, manufactures and services a comprehensive line of drilling, well servicing and offshore production and 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.
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.
The Company has approximately $1.6 billion of goodwill as of December 31, 2025. 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 expects to return at least 50% of Excess Free Cash Flow (defined as cash flows from operations less capital expenditures and other investments, including acquisitions and divestitures), through a combination of steady, quarterly base dividends, opportunistic stock buybacks, and an annual supplemental dividend to true-up returns to shareholders on an annual basis.
The Company expects to return at least 50% of Excess Free Cash Flow (defined as cash flows from operations less capital expenditures and other investments, including acquisitions and divestitures), through a combination of quarterly base dividends, stock buybacks, and if needed, an annual supplemental dividend to true-up returns to shareholders on an annual basis.
A consolidated joint venture of the Company borrowed $120 million against 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 bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75%.
A consolidated joint venture of the Company borrowed $120 million against a $150 million bank line of credit, payable by June 2032, for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon SOFR plus 1.40%. The bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75%.
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.
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 49 percent of backlog to become revenue during 2026 and the remainder thereafter.
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.
There can be no assurance that additional financing for acquisitions will be available at terms acceptable to us. As of December 31, 2025, the Company had $56 million of unrecognized tax benefits.
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.
Net revenue recognized from performance obligations satisfied in previous periods was $5 million and $19 million for the years ended December 31, 2025 and 2024, respectively, primarily due to change orders. 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 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.
The credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60%. As of December 31, 2025, the Company was in compliance with this covenant, with a debt-to-capitalization ratio of 23.8% and had no outstanding borrowing or letters of credit issued under the facility, resulting in $1.5 billion of available funds.
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.
As of December 31, 2025, approximately $888 million of the $1,552 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.
NOV also manufactures coiled tubing and high-pressure fiberglass and composite tubing and sells and rents advanced in-line inspection equipment to makers of oil country tubular goods. More recently, by applying its deep knowledge in technology, the Company has helped advance the transition toward sustainable energy.
NOV also manufactures coiled tubing, high-pressure fiberglass tubing, and sells and rents advanced in-line inspection equipment to makers of oil country tubular goods. More recently, by applying its deep knowledge in technology, the Company has helped advance solutions supporting alternative forms of energy.
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 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.
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.
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.
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.
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.
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.
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.
This represents the tax benefits associated with various tax positions taken, or expected to be taken, on domestic and international tax returns that have not been recognized in our financial statements due to uncertainty regarding their resolution.
This represents the tax benefits associated with various tax positions taken, or expected to be taken, on domestic and international tax returns that have not been recognized in our financial statements due to uncertainty regarding their resolution. For further information related to unrecognized tax benefits, see Note 15 to the Consolidated Financial Statements.
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.
At December 31, 2025, approximately 58 percent of the capital equipment backlog was for offshore products and approximately 94 percent of the capital equipment backlog was destined for international markets. Eliminations and corporate costs Eliminations and corporate costs were $276 million for the year ended December 31, 2025 compared to $207 million for the year ended December 31, 2024.
( 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.
( 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 $65.46 in 2025, a decrease of 14.5% over the average price for 2024 of $76.55 per barrel.
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.
If the Company is unsuccessful in the process, $31 million additional income tax expense would be owed. 39 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.
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.
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.
The increase was primarily related to interest earned on larger cash balances in the current year compared to prior year. Equity income in unconsolidated affiliates Equity income in unconsolidated affiliates was $36 million for the year ended December 31, 2024 compared to $119 million for the year ended December 31, 2023.
The increase was primarily related to interest earned on larger cash balances and tax refunds in the current year compared to prior year. Equity income (loss) in unconsolidated affiliates Equity income (loss) in unconsolidated affiliates was $(16) million for the year ended December 31, 2025 compared to $36 million for the year ended December 31, 2024.
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.
See sources below. 29 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, 2025 on a quarterly basis.
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.
Pre-tax Other Items included in operating profit for Energy Products and Services were $59 million for the year ended December 31, 2025 and $7 million for the year ended December 31, 2024.
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.
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. The Company has a five-year unsecured revolving credit facility with a borrowing capacity of $1.5 billion, which matures on September 12, 2029.
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.
The Company defines Adjusted Operating Profit as Operating Profit excluding gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items. The Company defines Adjusted EBITDA as Operating Profit excluding depreciation, amortization, gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items.
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.
The Company’s outstanding debt at December 31, 2025 consisted primarily of $1,092 million in 3.95% Senior Notes, $497 million in 3.60% Senior Notes, and other debt of $129 million. The Company was in compliance with all covenants at December 31, 2025. Long-term lease liabilities totaled $521 million at December 31, 2025.
Operating Environment Overview NOV’s results are dependent on, among other things, the level of worldwide oil and gas drilling, well remediation activity, the price of crude oil and natural gas, capital spending by exploration and production companies and drilling contractors, worldwide oil and gas inventory levels and, to a lesser degree, the level of investment in wind, solar and geothermal energy products.
Operating Environment Overview NOV’s results are dependent on, among other things, the level of worldwide oil and gas drilling, well remediation activity, the price of crude oil and natural gas, capital spending by exploration and production companies and drilling contractors, and worldwide oil and gas inventory levels.
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.
The discounted cash flow is based on management’s forecast of operating performance for each reporting unit. 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.
During the three months ended December 31, 2024, the Company repurchased 7.5 million shares of common stock under its share repurchase program for an aggregate amount of $112 million. During the year ended December 31, 2024, the Company repurchased 14.2 million shares of common stock under its share repurchase program for an aggregate amount of $229 million.
During the year ended December 31, 2025, the Company repurchased 22.8 million shares of common stock under its share repurchase program for an aggregate amount of $315 million. During the year ended December 31, 2024, the Company repurchased 14.2 million shares of common stock under the program for an aggregate amount of $229 million.
The Canada Revenue Agency has proposed an adjustment for dividends received in Canada between 2016 and 2018. The Company and its advisors believe its filing position is consistent with Canadian tax law and tax court cases and has appealed the proposed adjustment. If the Company is unsuccessful in the process, $31 million additional income tax expense would be owed.
The Canada Revenue Agency has proposed an adjustment for dividends received in Canada between 2016 and 2018. The Company and its advisors believe its filing position is consistent with Canadian tax law and tax court cases and has appealed the proposed adjustment.
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.
Operating profit from Energy Products and Services was $277 million for the year ended December 31, 2025, a decrease of $198 million compared to the year ended December 31, 2024. Operating profit percentage for 2025 was 7.0 percent compared to an operating profit percentage of 11.5 percent in 2024.
The increase in interest and financial costs were primarily due to debt borrowings on the revolving credit facility in the first quarter of 2024. Interest income was $38 million for the year ended December 31, 2024 compared to $28 million for the year ended December 31, 2023.
The decrease in interest and financial costs were primarily due to debt borrowings on the revolving credit facility in the prior year. Interest income was $51 million for the year ended December 31, 2025 compared to $38 million for the year ended December 31, 2024.
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.
Energy Equipment Revenue from Energy Equipment for the year ended December 31, 2025 was $4.93 billion, an increase of $46 million, or 1 percent, compared to the year ended December 31, 2024. The increase in revenue is attributable to higher sales in international offshore markets despite the decrease in rig count.
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.
During 2025, 2024, and 2023 we recorded inventory provision charges to inventory reserves of $36 million, $31 million, and $28 million, respectively. At December 31, 2025 and 2024, inventory reserves totaled $261 and $286 million, or 12.7% and 12.9% of gross inventory, respectively.
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.
The Company had $946 million of outstanding letters of credit at December 31, 2025, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities.
Income taxes have been recorded based upon the tax laws and rates of the countries in which the Company operates and income is earned. The Company’s annual tax provision is based on taxable income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates.
The Company’s annual tax provision is based on taxable income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. 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.
Excess Free Cash Flow does not represent the Company’s residual cash flow available for discretionary expenditures, as the calculation of these measures does not account for certain debt service requirements or other non-discretionary expenditures.
Additionally, Excess Free Cash Flow is defined as cash flows from operations less capital expenditures and other investments, including acquisitions and divestitures. Excess Free Cash Flow does not represent the Company’s residual cash flow available for discretionary expenditures, as the calculation of these measures does not account for certain debt service requirements or other non-discretionary expenditures.
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.
Oil and gas prices have been and are likely to continue to be volatile. See Item 1A. “Risk Factors”. 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 2025 presentation.
At December 31, 2023, cash and cash equivalents were $816 million and total debt was $1,725 million.
At December 31, 2024, cash and cash equivalents were $1,230 million and total debt was $1,740 million.
You should be aware that our actual results could differ materially from results anticipated in the forward-looking statements due to a number of factors, including but not limited to changes in oil and gas prices, customer demand for our products and worldwide economic activity, including matters related to recent Russian sanctions.
You should be aware that our actual results could differ materially from results anticipated in such forward-looking statements due to a number of factors, including but not limited to changes in oil and gas prices, customer demand for our products, potential catastrophic events related to our operations, protection of intellectual property rights, compliance with laws, and worldwide economic activity, including matters related to recent Russian sanctions and changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs and their related impacts on the economy.
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.
Key industry indicators for the past three years include the following: % increase (decrease) 2025 v 2025 v 2025* 2024* 2023* 2024 2023 Active Drilling Rigs: U.S. 562 600 689 (6.3 )% (18.4 )% Canada 177 188 177 (5.9 )% — % International 1,082 1,162 948 (6.9 )% 14.1 % Worldwide 1,821 1,950 1,814 (6.6 )% 0.4 % West Texas Intermediate Crude Prices (per barrel) $ 65.46 $ 76.55 $ 77.64 (14.5 )% (15.7 )% Natural Gas Prices ($/mmbtu) $ 3.53 $ 2.19 $ 2.54 61.2 % 39.0 % * Averages for the years indicated.
We will continue to assess our inventory levels and inventory offerings for our customers, which could require the Company to record additional allowances to reduce the value of its inventory.
We will continue to assess our inventory levels and inventory offerings for our customers, which could require the Company to record additional allowances to reduce the value of its inventory. Such changes in our estimates or assumptions could be material under weaker market conditions or outlook.
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.
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.
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 fourth quarter ended December 31, 2025, revenue was $2.28 billion, a decrease of 1 percent compared to the fourth quarter of 2024.
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.
Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds. 36 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, 2025 2024 2023 Net cash provided by operating activities $ 1,251 $ 1,304 $ 143 Net cash used in investing activities (362 ) (471 ) (293 ) Net cash used in financing activities (584 ) (406 ) (103 ) Significant uses and sources of cash during 2025: • Cash flows provided by operating activities were $1.25 billion, primarily driven by profitability and changes in the primary components of our working capital (inventories, contract assets and liabilities, receivables, and accounts payable). • Capital expenditures were $375 million. • Dividend payments to our shareholders were $190 million. • Share repurchases were $315 million.
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.
Orders shipped from backlog were $728 million, representing a book-to-bill of 73 percent, compared to the $628 million orders shipped and a 121 percent book-to-bill for the fourth quarter of 2024. As of December 31, 2025, backlog for capital equipment orders for Energy Equipment totaled $4.34 billion, a decrease of $93 million from $4.43 billion in fourth quarter of 2024.
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.
We believe this strategy along with continued efforts to improve organizational efficiencies will further advance the Company’s competitive position in any market environment. 31 Results of Operations The following table summarizes the Company’s revenue, operating profit, and adjusted operating profit by operating segment (in millions): Year Ended December 31, % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenue: Energy Products and Services $ 3,977 $ 4,130 $ 4,077 (3.7 )% 1.3 % Energy Equipment 4,934 4,888 4,669 0.9 % 4.7 % Eliminations (167 ) (148 ) (163 ) 12.8 % (9.2 )% Total revenue $ 8,744 $ 8,870 $ 8,583 (1.4 )% 3.3 % Operating profit: Energy Products and Services $ 277 $ 475 $ 507 (41.7 )% (6.3 )% Energy Equipment 493 608 371 (18.9 )% 63.9 % Eliminations and corporate costs (276 ) (207 ) (227 ) 33.3 % (8.8 )% Total operating profit $ 494 $ 876 $ 651 (43.6 )% 34.6 % Operating profit %: Energy Products and Services 7.0 % 11.5 % 12.4 % Energy Equipment 10.0 % 12.4 % 7.9 % Total operating profit % 5.6 % 9.9 % 7.6 % Adjusted operating profit: Energy Products and Services $ 333 $ 482 $ 560 (30.9 )% (13.9 )% Energy Equipment 568 490 357 15.9 % 37.3 % Eliminations and corporate costs (227 ) (205 ) (215 ) 10.7 % (4.7 )% Total adjusted operating profit $ 674 $ 767 $ 702 (12.1 )% 9.3 % Adjusted operating profit %: Energy Products and Services 8.4 % 11.7 % 13.7 % Energy Equipment 11.5 % 10.0 % 7.6 % Total adjusted operating profit % 7.7 % 8.6 % 8.2 % Years Ended December 31, 2025 and December 31, 2024 Energy Products and Services Revenue from Energy Products and Services for the year ended December 31, 2025 was $3.98 billion, a decrease of $153 million, or 4 percent, compared to the year ended December 31, 2024.
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.
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. 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.
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.
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.
Revenue improved from international sales by 8 percent and offshore sales increased by 10 percent for the year ended December 31, 2024, when compared to the prior year. The increase in sales to these markets is a result of strong demand for aftermarket products and services and execution on the segment’s improving capital equipment backlog.
Revenue improved from international sales by 4 percent and offshore sales increased by 9 percent for the year ended December 31, 2025, when compared to the prior year, as a result of strong execution on backlog.
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.
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. 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.
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.
You should also consider carefully the statements under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements, as well as additional disclosures we make in our press releases and other securities filings.
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 average crude oil price for the fourth quarter of 2025 was $59.64 per barrel, and natural gas was $3.75 per mmbtu. As of February 6, 2026, there were 779 rigs actively drilling in North America, comprised of U.S. and Canada, compared to the fourth quarter of 2025 average of 733 rigs, an increase of 6 percent.
For the year ended 2024, the effective tax rate was negatively impacted by increased withholding taxes, nondeductible expenses, and losses in certain jurisdiction with no tax benefit, partially offset by a lower rate of U.S. tax on certain earnings generated outside of the United States and the release of valuation allowances in certain jurisdictions with net operating losses as a result of improving forecasted taxable income.
For 2024 the effective tax rate was negatively impacted by increased withholding taxes, nondeductible expenses, and losses in certain jurisdictions with no tax benefit, partially offset by a lower rate of U.S. tax on global intangible low-taxed income (GILTI) and the deduction of foreign-derived intangible income (FDII) and the release of valuation allowances in certain jurisdictions as a result of improving forecasted taxable income and availability of net operating losses. 33 Results of Operations in 2024 Compared to 2023 Information related to the comparison of our operating results between the years 2024 and 2023 is included in “Item 7.
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.
Adjusted Operating Profit % is a ratio showing Adjusted Operating Profit as a percentage of sales and Adjusted EBITDA % is a ratio showing Adjusted EBITDA as a percentage of sales. 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.
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.
Estimating total revenue and cost at completion of long-term construction contracts is complex, subject to many variables and requires significant judgment. 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.
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.
The average natural gas price in 2025 was $3.53 per mmbtu, an increase of 61.2% compared to the 2024 average of $2.19 per mmbtu. Average rig activity worldwide a decrease of 6.6% for the full-year in 2025 compared to 2024.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K filed with the SEC and is incorporated by reference into this annual report on Form 10-K.
A $130 million gain from the divestiture of the segment’s Pole Products business in the second quarter of 2024 also contributed to the increase in profitability for the current year.
The decrease in profitability for the year ended December 31, 2025, was primarily due to the $130 million gain from the divestiture of the segment’s Pole Products business in the second quarter of 2024 partially offset by strong execution in the current year on the segment’s capital equipment backlog.
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.
Provision for income taxes The effective tax rate for the year ended December 31, 2025 was 59.7 percent, compared to 23.6 percent for 2024.
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.
As of December 31, 2025, the joint venture was in compliance, and will not have future borrowings on the line of credit. As of December 31, 2025, the Company has a carrying value of $84 million in borrowings related to this line of credit.
Adjusted EBITDA increased 3 percent year-over-year to $302 million, or 13.1 percent of sales. Segment Performance Energy Products and Services Energy Products and Services generated revenues of $1.06 billion in the fourth quarter of 2024, a decrease of 1 percent from the fourth quarter of 2023.
Segment Performance Energy Products and Services Energy Products and Services generated revenues of $989 million in the fourth quarter of 2025, a decrease of 7 percent from the fourth quarter of 2024. Operating profit decreased $39 million from the prior year to $73 million, or 7.4 percent of sales, and included $7 million in pre-tax Other Items.
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.
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. Income taxes have been recorded based upon the tax laws and rates of the countries in which the Company operates and income is earned.
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.
For the year ended December 31, 2025, the Company reported net income attributable to the Company of $145 million, a decrease of $490 million from 2024, reflecting lower levels of operating profit, a higher effective tax rate from valuation allowances on deferred tax assets, and a higher mix of foreign earnings.
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.
Income tax expense recorded in the future will be reduced to the extent of any decreases in the Company’s valuation allowances. The realization of remaining deferred tax assets is primarily dependent on future taxable income.
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.
Pre-tax Other Items included in operating profit for Energy Equipment were $79 million for the year ended December 31, 2025 and a net credit of $118 million for the year ended December 31, 2024. Pre-tax Other Items in the current year were primarily related to goodwill and long-lived asset impairments, severance, and facility closure costs.
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.
The Energy Equipment segment monitors its capital equipment backlog to plan its business. New orders are added to backlog only when the Company receives a firm written order for longer-term major components or a construction project.
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.
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.
Net income decreased $438 million, or $1.10 per diluted share, year-over-year from $598 million, which included the release of valuation allowances on deferred tax assets of $485 million. Operating profit increased 29 percent to $207 million, or 9.0 percent of sales. The Company recorded $7 million in pre-tax charges within Other Items, primarily related to severance and facility closure costs.
Net income decreased $238 million, or $0.62 per diluted share, year-over-year from $160 million, primarily due to a higher effective tax rate from valuation allowances on deferred tax assets, a higher mix of foreign earnings, and an increase in pre-tax Other Items.
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.
For the year ended December 31, 2025, the Company elected to bypass the qualitative assessment and proceed directly to a quantitative impairment test for each reporting unit. When the Company performs a quantitative assessment, it estimates the fair value of its reporting units using a discounted cash flow analysis.
We may also provide oral or written forward-looking information in other materials we release to the public. Forward-looking information involves risk and uncertainties and reflects our best judgment based on current information.
Forward-looking statements involve risk and uncertainties and reflect our best judgment based on current information.
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.
The Company increased the valuation allowance during 2025 from $266 million to $352 million to reflect its assessment that additional United States foreign tax credits carryforwards as well as deferred tax assets in certain other jurisdictions were not more likely than not to be realized.
Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements typically are identified by use of terms such as “may,” “believe,” “plan,” “will,” “expect,” “anticipate,” “estimate,” “should,” “forecast,” and similar words, although some forward-looking statements are expressed differently.
Such statements often contain words such as “may,” “can,” “likely,” “believe,” “plan,” “predict,” “potential,” “will,” “intend,” “think,” “should,” “expect,” “anticipate,” “estimate,” “forecast,” “expectation,” “goal,” “outlook,” “projected,” “projections,” “target,” and other similar words, although some such statements are expressed differently. Other oral or written statements we release to the public may also contain forward-looking statements.
Operating profit increased $18 million from the prior year to $112 million, or 10.6 percent of sales, and included $3 million in Other Items. Adjusted EBITDA decreased $20 million from the prior year to $173 million, or 16.3 percent of sales.
Operating profit was $494 million and adjusted operating profit was $674 million, compared to operating profit of $876 million and adjusted operating profit of $767 million in the prior year. Adjusted EBITDA decreased $81 million to $1.03 billion, or 11.8 percent of sales for the full-year 2025.
The decrease in profitability was due to a less favorable sales mix and a 21 percent decline in sales of drill pipe for the year ended December 31, 2024, when compared to the prior year. Included in operating profit are Other Items related to severance, facility closure costs, and other charges and credits.
The decrease in profitability was due to a less favorable sales mix, tariffs and other inflationary pressures experienced throughout the year, and an increase in pre-tax Other Items compared to prior year.
Eliminations remained flat when compared to 2023, while corporate costs declined 6 percent due to our cost savings initiatives and workforce reductions taken in 2023. Interest and financial costs and Interest Income Interest and financial costs were $91 million for the year ended December 31, 2024 compared to $88 million for the year ended December 31, 2023.
Pre-tax Other Items in the current year primarily related to non-recurring charges for impairment of long-lived assets and the deconsolidation of our Russian subsidiaries. Interest and financial costs and Interest income Interest and financial costs were $88 million for the year ended December 31, 2025 compared to $91 million for the year ended December 31, 2024.
Removed
Oil and gas prices have been and are likely to continue to be volatile. See Item 1A. “Risk Factors”. In an effort to drive further operational and financial efficiencies, the Company consolidated NOV’s operational structure into two segments, Energy Equipment and Energy Products and Services, effective January 1, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−1 removed7 unchanged
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.
Biggest changeInterest Rate Risk At December 31, 2025, borrowings consisted of $1,092 million in 3.95% Senior Notes, $497 million in 3.60% Senior Notes, and other debt of $129 million. There were no outstanding letters of credit issued under the credit facility resulting in $1.5 billion of available funds.
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.
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, 2025, 2024 and 2023, the Company reported foreign currency losses of $55 million, $19 million and $84 million, respectively.
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.
The Company estimates that a hypothetical 10% movement of all applicable foreign currency exchange rates on the transactional exposures could affect net income by $42 million and the translational exposures could affect Other Comprehensive Income by $34 million. The counterparties to forward contracts are major financial institutions.
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.
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 $533 million and translation exposures totaling $341 million as of December 31, 2025.
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%.
Additionally, the Company’s joint venture has outstanding borrowings of $84 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%.
Some of our revenues in foreign countries are denominated in U.S. dollars, and therefore, changes in foreign currency exchange rates impact our earnings to the extent that costs associated with those U.S. dollar revenues are denominated in the local currency.
Currency exchange rate fluctuations may create losses in future periods to the extent we maintain net monetary assets and liabilities not denominated in the functional currency of the NOV operation. 40 Some of our revenues in foreign countries are denominated in U.S. dollars, and therefore, changes in foreign currency exchange rates impact our earnings to the extent that costs associated with those U.S. dollar revenues are denominated in the local currency.
The credit ratings and concentration of risk of these financial institutions are monitored on a continuing basis.
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.
Removed
Currency exchange rate fluctuations may create losses in future periods to the extent we maintain net monetary assets and liabilities not denominated in the functional currency of the NOV operation.

Other NOV 10-K year-over-year comparisons