NOV 10-K & 10-Q changes, risk factors and insider trading

interruptions in supply chains caused by war, geo-politicalgeopolitical 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 drilling activity and drilling rig dayratesday rates;

catastrophic events, such as public health crises, e.g., the COVID-19 pandemicpandemics or other geopolitical events, such as war or terrorist activities, availability and access to potential hydrocarbon resourcesactivities;

Expectations for future oil and gas prices cause many shifts in the strategies and expenditure levels of oil and gas companies, drilling contractors, and other service companies, particularly with respect to decisions to purchase major capital equipment of the type we manufacture. Oil and gas prices, which are determined by the marketplace,prices may remain below a range that is acceptable to certain of our customers, which could continueresult thein a reduced demand for our products and have a material adverse effect on our financial condition, results of operations and cash flows.

As of December 31, 2024,2025, we had a backlog of capital equipment to be manufactured, assembled, tested and delivered by Energy Equipment in the amount of $4.43$4.34 billion. 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 marketmarket, result in cancellation of these contracts, or subject us to contractual penalties:

our failure to adequatelyaccurately estimate costs for making this equipment;

our inabilityability to deliver equipment that meets contracted technical requirements;

manufacturing quality risks, including our inabilityability to maintain our quality standards during the design and manufacturing process;

supply chain challenges, including our inabilityability to secure parts made by third party vendors at reasonable costs and within required timeframestimeframe;

inflation risks, including unexpected increases in the costs of raw materials;

other third party and contingency variables, including our inabilityability to manage unexpected delays due to weather, political strife, shipyard access, labor shortages, public health crises such as the COVID-19 pandemicpandemics or other factors beyond our control;

thevolatility concerning imposition of tariffs or duties between countries, which could materially affect our global supply chain. For example, section 232 tariffs on steel may increase our costs, reduce margins or otherwise adversely affect the Company; and trade or travel restrictions, including export sanctions, trade controls or other supply chain interruption, which could affect our ability to manufacture, sell, or receive payment for our equipment and/or services.

The Company’s existing contracts for rigdrilling and production equipment generally carry significant down payment and progress billing terms to facilitate the ultimate completion of these projectsprojects, and the majority do not allow customers to cancel projects for convenience. However, unfavorable market conditions or financial difficulties experienced by our customers have in the past and may in the future result in cancellation of contracts or the delay or abandonment of projects. Any such developments could have a material adverse effect on our operating results and financial condition.

We are a leader in the development of new technology and equipment to enhance the safety and productivity of drilling and well servicing processes. IfParadoxically, 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. 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. Through our internal development programs and acquisitions, we have assembled an array of technologies protected by a substantial number of trade and service marks, patents, trade secrets, and other proprietary rights, which expire after a prescribed duration, some at varying times over the coming years. The expiration of these rights could have a material adverse effect on our operating results. 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. 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.

The tools, techniques, methodologies, programs and components we use to provide our services may infringe upon the intellectual property rights of others. Infringement claims generallymay 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. 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.

public health crises and other catastrophic events, such as the COVID-19 pandemicpandemics;

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 projects include acting as suppliers of skid packages or engineered products, as well as installation and commissioning services and may require us to assume additional risks associated with cost over-runs from our vendors or due to material or labor cost escalation. In addition, NOCs often possess substantial leverage in the event of dispute or disagreement regarding performance under an agreement and they often operate in countries with unsettled political conditions, war, civil unrest, or other types of community issues. These issues may also result in cost over-runs, delays, and project losses.

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. We rely on third-party subcontractors, consortium partners and equipment providers to assist us with the completion of these types of contracts. To the extent that we cannot engage subcontractors or acquire equipment or materials in a timely manner and on reasonable terms, our ability to complete a project in accordance with stated deadlines or at a profit may be impaired. If the amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price work, we could experience losses in the performance of these contracts. These delays and additional costs may be substantial, and we may be required to compensate our customers for these delays. This may reduce the profit to be realized or result in a loss on a project.

We rely heavily on information systems to conduct our business. Any failure, interruption, or breach in security of our information systems, or information systems owned by others that we use and rely on, could result in failures or disruptions in our customer relationship management, general ledger systems and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that any breach or interruption will be sufficiently limited. 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.

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. 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.

Many of the products we sell, and related services that we provide, are complex and technologically advanced, which enable them to perform in challenging conditions. Our ability to succeed is, in part, dependent on our success in attracting and retaining qualified personnel to provide service and to design, manufacture, use, install and commission our products. A significant increase in wages paid by competitors, both within and outside the energy industry, for such highly skilledhighly-skilled personnel could result in insufficient availability of skilled labor or increase our labor costs, or both. If the supply of skilled labor is constrained or our costs increase, our margins could decrease, and our growth potential could be impaired.

Our business may be materially and adversely affected by severe weather conditions in areas where we operate. Many experts believe global climate change could increase the frequency and severity of extreme weather conditions, including coastal storm surges, inland flooding from intense rainfall, hurricane-strength winds, and extreme temperature. Repercussions of severe or unseasonable weather conditions may entail the evacuation of personnel and stoppage of services, damage to our facilities and project work sites, as well as our customers’ platforms or structures and offshore drilling rigs, inability to deliver material to jobsites in accordance with contract schedules, decreases in demand for oil and natural gas during unseasonably warm winters, and loss of productivity. 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 adverselyresult affectin 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.

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.

WeThere is no assurance that we will identify suitable attractive acquisition opportunities in the future. For those acquisitions that we have made and may make in the future, we cannot assure that acquisitionsthey will result in the financial, operational or other benefits that we anticipate,forecast andwhen evaluating them. 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. 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. 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.

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.

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.operations or other drilling activities or processes. For example, legislation and/or regulations have been adopted in many U.S. states that require additional disclosure regarding chemicals used in the hydraulic fracturing process but that generally include protections for proprietary information. 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). 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. FourCertain states (New York, Maryland, Washington, and Vermont) have banned the use of high-volume hydraulic fracturing. Oregon hasor adopted amoratoria five-year moratorium and Colorado has enacted legislation providing local governments with regulatory authority overon hydraulic fracturing operations. Local jurisdictions in some states have adopted ordinances that restrict or in certain cases prohibit the usepermits ofassociated hydraulicwith fracturing, although many of these ordinances have been challenged and some have been overturned.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. 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.

breach of contract with customers; or as a result of contractual agreements to indemnify our customers in the normal course of business, which is normally the case.business.

We may not have adequate insurance for potential environmental, product or personal injury liabilities, or other liabilities.

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.

Focus and attention by advocacy groups and regulatory agencies on climate change and greenhouse gas (GHG) emissions in the United States and European Union have accelerated. Investors, customers, governance pundits and government officials have increased focus on sustainability, stakeholder governance and the energy transition. As a result, there has been increased promotion of alternative energy and increased negative attitudes or perceptions ofrelated to fossil fuels. 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. 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.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 county. For example, on January 20, 2025, President Trump issued Executive Orders seeking to rescind prior Executive Orders and agency actions enacted by the Biden Administration. These include revoking Biden-era Executive Orders withdrawing certain offshore waters within the Outer Continental Shelf available for oil and gas exploration and imposing a temporary prohibition of offshore wind leasing in the Outer Continental Shelf.country. We cannot foresee the potential impact and unintended consequences that future Executiveexecutive Ordersactions or the changes in enforcement of existing laws, rules, and orders may have on our business. Additionally, although the Trump Administration initially withdrew the U.S. from the Paris Agreement in November 2020, the U.S. reentered the Paris Agreement in February 2021 under the Biden Administration, but the Trump Administration again withdrew from the Paris Agreement on January 20, 2025. Though we are closely following developments in this area and changes in the regulatory landscape in the United States and other jurisdictions, we cannot predict with precision or quantify how or when challenges may arise and ultimately impact our business.

Laws and regulations in some jurisdictions, for example inexample, 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.emissions, Depending onalthough the jurisdiction,exact e.g.,effective outsidedates offor thesuch Unitedlaws States,and theregulations recent Executive Orders may notoften change ourdue to litigation and further regulatory obligations.processes. 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 andCSRD, California regulations and other similar regulations give rise to litigation risk concerning the required disclosures. 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. Likewise, such restrictions may result in additional compliance obligations with respect to the release, capture, sequestration, and use of carbon dioxide. The efforts we have taken, and may undertake in the future, to respond to these evolving or new regulations and to environmental initiatives of customers, investors, and others may increase our costs. 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 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. 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 affectedbeen brought against companies like us within oilfield services, we cannot foreclose the possibility that this type of litigation may trend in that direction. Further, our investors, customers, and other stakeholders have increased their focus on sustainability and the energy transition. Negative perceptions of the oil and natural gas industry and promotion of alternative energy sources can negatively impact demand for our products and the price of our stock. Additionally, we may suffer reputational harm if we do not adequately identify or manage ESG-related risks or if there are negative perceptions of our response to ESG issues. We may also incur increased costs as a result of our efforts to address ESG issues important to our stakeholders, including providing expanded reporting on ESG issues, which may impact our financial condition or results of operations. Public reporting on ESG issues has been increasingly subject to scrutiny by regulators, investors and the public. Any actual or perceived “greenwashing”—defined generally as the misrepresentation or exaggeration of ESG or sustainability practices or commitments not adequately supported by measurable actions or outcomes—could result in reputational harm and legal liability, including regulatory enforcement actions, investor lawsuits and consumer claims under securities and consumer protection laws.

A growing number of nations are requiring equipment providers and contractors to meet local content requirements or other local standards. To meet many of these local content and other requirements, we are required to attract and retain qualified local personnel.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. 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. Differences in views, and disagreements, among joint venture parties may result in delayed decision-making and disputes on important issues. In some instances, we could suffer a material adverse effect to the results of our joint ventures and our consolidated results of operations.

The shipment of goods, services, and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities aremay be governed in part or in whole by the trade,trade customs,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. 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. Because we have legal entities, facilities and citizens from many jurisdictions, our operations and people may be subject to laws and regulations issued by different sovereigns. Sometimes these laws conflict and impose inconsistent obligations on citizens from the different jurisdictions in which we operate giving rise to complicated compliance issues. In 2014, the United States, the European Union and other governmental bodies imposed sectoral sanctions directed at Russia’s oil and gas industry. Among other things, these sanctions restricted the provision of certain United States and European Union goods, services, and technology in support of exploration or production for deep water, Arctic offshore, or shale projects that have the potential to produce oil in Russia. 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.

Since that time, asAs 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.interests, Amongwhich other things, these sanctions includeincluded 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.Russia, Theyas fromwell time to time have been updated by the various governments and also imposeas restrictions on doing business with certain Russian customers, certain financial institutionsinstitutions, and certain individuals and restrict or prohibitundertaking new investments and business activities in Russia. 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. 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 isremains subject to various government approvals in Russia and other jurisdictions. 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. 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.

In addition to customs laws, trade regulations and sanctions, our operations in countries outside the United States are subject to anti-corruption laws. For example, we comply with the United States Foreign Corrupt Practices Act (FCPA),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. Our activities create the risk of unauthorized payments or offers of payments by our employees, agents, or joint venture partners that could be in violation of anti-corruption laws, even though some of these parties are not subject to our control. We have internal control policies and procedures and have implemented training and compliance programs for our employees and agents with respect to the FCPA. However, we cannot assure that our policies, procedures, and programs will always protect us from reckless or criminal acts committed by our employees or agents. We are also subject to the risks that our employees, joint venture partners, sales representatives, distributors, and agentsother 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. Violations of anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

The Company is a leading independent provider of equipment and technology to the upstream oil and gas industry. With operations in approximately 551503 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. NOV also manufactures coiled tubing andtubing, high-pressure fiberglass and composite tubingtubing, 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 thesolutions transitionsupporting towardalternative sustainableforms of energy. The Company has a long tradition of pioneering innovations which improve the cost-effectiveness, efficiency, safety, and environmental impact of oil and gas operations.

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 20242025 presentation. 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 operatingOperating profitProfit excluding depreciation, amortization, gains and losses on sales of fixed assetsassets, and, when applicable, pre-tax 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. See Non-GAAP Financial Measures and Reconciliations in Results of Operations for an explanation of our use of non-GAAP financial measures and reconciliations to their corresponding measures calculated in accordance with GAAP.

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 and, to a lesser degree, the level of investment in wind, solar and geothermal energy products.levels. Key industry indicators for the past three years include the following:

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, 20242025 on a quarterly basis:basis. During the third quarter of 2025, Baker Hughes updated its methodology for calculating rig counts in the Kingdom of Saudi Arabia effective for periods beginning January 2024. Prior-period international rig count data has been restated to reflect this change.

The average price per barrel of West Texas Intermediate Crude was $76.55$65.46 in 2024,2025, a decrease of 1%14.5% over the average price for 20232024 of $77.64$76.55 per barrel. The average natural gas price in 20242025 was $2.19$3.53 per mmbtu, aan decreaseincrease of 14%61.2% compared to the 20232024 average of $2.54$2.19 per mmbtu. Average rig activity worldwide decreaseda 5%decrease of 6.6% for the full-year in 20242025 compared to 2023.2024. The average crude oil price for the fourth quarter of 20242025 was $70.69$59.64 per barrel, and natural gas was $2.44$3.75 per mmbtu.

AtAs Januaryof 31,February 2025,6, 2026, there were 840779 rigs actively drilling in North America, comprised of U.S. and Canada, compared to the fourth quarter of 2025 average of 781733 rigs, an increase of 86 percent. The price for West Texas Intermediate Crude Oil was $72.53$63.55 per barrel at JanuaryFebruary 31,6, 2025,2026, an increase of 37 percent from the fourth quarter of 20242025 average. The price for natural gas was $3.04$3.42 per mmbtu at JanuaryFebruary 31,6, 2025,2026, ana increasedecrease of 259 percent from the fourth quarter of 20242025 average.

For the year ended December 31, 2024,2025, the Company reported net income attributable to the Company of $635$145 million, a decrease of $358$490 million from $9932024, millionreflecting inlower 2023, which included the releaselevels of operating profit, a higher effective tax rate from valuation allowances on deferred tax assetsassets, and a higher mix of $485foreign million.earnings. Operating profit increasedwas 35$494 percentmillion and adjusted operating profit was $674 million, compared to operating profit of $876 million,million and adjusted operating profit of $767 million in the prior year. Adjusted EBITDA decreased $81 million to $1.03 billion, or 9.911.8 percent of sales for the full-year 2024. Adjusted EBITDA increased 11 percent to $1.11 billion or 12.5 percent of sales for 2024.2025.

For the fourth quarter ended December 31, 2024,2025, revenue was $2.31$2.28 billion, a decrease of 1 percent compared to the fourth quarter of 2023.2024. Net income decreased $438$238 million, or $1.10$0.62 per diluted share, year-over-year from $598$160 million, whichprimarily includeddue theto releasea ofhigher effective tax rate from valuation allowances on deferred tax assetsassets, a higher mix of $485foreign million.earnings, and an increase in pre-tax Other Items. Operating profit increasedwas 29$92 percentmillion and adjusted operating profit was $177 million, compared to operating profit of $207 million and adjusted operating profit of $214 million in the fourth quarter of 2024. Adjusted EBITDA decreased $35 million year-over-year to $267 million, or 9.011.7 percent of sales. The Company recorded $7 million in pre-tax charges within Other Items, primarily related to severance and facility closure costs. Adjusted EBITDA increased 3 percent year-over-year to $302 million, or 13.1 percent of sales.

Energy Products and Services generated revenues of $1.06$989 billionmillion in the fourth quarter of 2024,2025, a decrease of 17 percent from the fourth quarter of 2023.2024. Operating profit increaseddecreased $18$39 million from the prior year to $112$73 million, or 10.67.4 percent of sales, and included $3$7 million in pre-tax Other Items. Adjusted EBITDA decreased $20$33 million from the prior year to $173$140 million, or 16.314.2 percent of sales. TheLower decreaserevenues inreflected revenue and Adjusted EBITDA was primarily due to lower levels ofreduced global drilling activity, but this was partially offset by growingmarket adoptionshare ofgains. theProfitability Company’swas newfurther technologicallyimpacted advancedby productincreased offerings.tariffs and inflationary pressures.

Energy Equipment generated revenues of $1.29$1.33 billion in the fourth quarter of 2024,2025, aan decreaseincrease of 14 percent from the fourth quarter of 2023. The decline in revenue was due primarily to the divestiture of the Company’s Pole Products business in early 2024 and lower revenue from aftermarket support; however, this was mostly offset by higher revenue from the segment’s growing backlog.2024. Operating profit increaseddecreased $31$45 million from the prior year to $152$107 million, or 11.88.0 percent of sales, and included $4$46 million in pre-tax Other Items. Adjusted EBITDA increaseddecreased $38$5 million from the prior year to $185$180 million, or 14.413.5 percent of sales. ProfitabilityRevenues improvedbenefited due tofrom strong execution on higherbacklog, marginwhile projectslower fromdemand thefor segment’saftermarket backlog.spare parts and services led to a less favorable sales mix.

New orders booked during the quarter totaled $532 million, a decrease of $225 million when compared to the $757 million of new orders booked during the fourth quarter of 2024. Orders shipped from backlog were $728 million, representing a book-to-bill of 12173 percent whenpercent, compared to the $628 million orders shipped fromand backlog.a 121 percent book-to-bill for the fourth quarter of 2024. As of December 31, 2024,2025, backlog for capital equipment orders for Energy Equipment wastotaled $4.43$4.34 billion, ana increasedecrease of $279$93 million from the$4.43 billion in fourth quarter of 2023.2024.

Regardless of the operating environment, NOV remains committed to improving organizational efficiencies while focusingfocused on the development and commercialization of innovative products and services,services includingthat technologies to reducelower the marginal cost and environmental impactfootprint of oil and gas operations, and technologies to improve the economics of alternative energy that are responsive to the longer-term needs of NOV’s customers.production. We believe this strategy along with continued efforts to improve organizational efficiencies will further advance the Company’s competitive position in allany market conditions.environment.

The following table summarizes the Company’s revenuerevenue, operating profit, and adjusted operating profit by operating segment (in millions):

Revenue from Energy Products and Services for the year ended December 31, 20242025 was $4.13$3.98 billion, ana increasedecrease of $53$153 million, or 14 percent, compared to the year ended December 31, 2023.2024. International revenue decreased 13 percent consistent with the decrease in international rig count, while North American revenue increased 4 percent despiteon thehigher declineservice inand drillingrental activity primarily due to theaccelerating acquisitionmarket adoption of ournewer artificialperformance lift business and market share gains, while international revenue declined 1 percent primarily due to lower sales of drill pipe and conductor pipe connections.technologies.

Operating profit from Energy Products and Services was $475$277 million for the year ended December 31, 2024,2025, a decrease of $32$198 million compared to the year ended December 31, 2023.2024. Operating profit percentage for 20242025 was 11.57.0 percent compared to an operating profit percentage of 12.411.5 percent in 2023.2024. The decrease in profitability was due to a less favorable sales mixmix, tariffs and aother 21inflationary percentpressures declineexperienced throughout the year, and an increase in salespre-tax ofOther drill pipe for the year ended December 31, 2024, whenItems compared to the prior year.

Revenue from Energy Equipment for the year ended December 31, 20242025 was $4.89$4.93 billion, an increase of $219$46 million, or 51 percent, compared to the year ended December 31, 2023.2024. The increase in revenue is attributable to higher sales in international offshore markets.markets despite the decrease in rig count. Revenue improved from international sales by 84 percent and offshore sales increased by 109 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. Revenues in North America declined 3 percent year-to-date2025, when compared to the prior year, primarilyas duea to the divestitureresult of thestrong segment’sexecution Poleon Productsbacklog. businessThe duringincreases thein secondinternational quarterand offshore sales, were offset by decline in sales of 2024.aftermarket parts and services.

Operating profit from Energy Equipment was $608$493 million for the year ended December 31, 2024,2025, ana increasedecrease of $237$115 million compared to the year ended December 31, 2023.2024. Operating profit percentage for 20242025 was 12.410.0 percent compared to operating profit percentage of 7.912.4 percent in 2023.2024. HigherThe decrease in profitability for the year ended December 31, 20242025, was the result of higher margin sales primarily drivendue by improved demand for aftermarket products and services and strong execution onto the segment’s improving capital equipment backlog. A $130 million gain from the divestiture of the segment’s Pole Products business in the second quarter of 2024 alsopartially contributedoffset toby thestrong increaseexecution in profitability for the current year.year on the segment’s capital equipment backlog.

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 completion and production components or a contract related to a construction project. The capital equipment backlog was $4.34 billion at December 31, 2025, a decrease of $93 million, or 2 percent, from backlog of $4.43 billion at December 31, 2024, an increase of $279 million, or 7 percent, from backlog of $4.15 billion at December 31, 2023.2024. 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 4149 percent of backlog to become revenue during 20252026 and the remainder thereafter. At December 31, 2024,2025, approximately 5158 percent of the capital equipment backlog was for offshore products and approximately 9294 percent of the capital equipment backlog was destined for international markets.

Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations include intercompany transactions conducted between the two reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment. Eliminations remainedincreased flat7 percent when compared to 2023,2024 on higher activity, while corporate costs declinedincreased 651 percentpercent. dueCorporate costs included $45 million in pre-tax Other Items for the year ended December 31, 2025, compared to our$2 costmillion savingsin initiativesthe prior year. Pre-tax Other Items in the current year primarily related to non-recurring charges for impairment of long-lived assets and workforcethe reductionsdeconsolidation takenof inour 2023.Russian subsidiaries.

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 compared to $88 million for the year ended December 31, 2023.2024. The increasedecrease in interest and financial costs were primarily due to debt borrowings on the revolving credit facility in the firstprior quarter of 2024.year.

Interest income was $51 million for the year ended December 31, 2025 compared to $38 million for the year ended December 31, 2024 compared to $28 million for the year ended December 31, 2023.2024. 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

Other expense, net was $66 million for the year ended December 31, 2025 compared to $28 million for the year ended December 31, 2024 compared to $98 million for the year ended December 31, 2023.2024. The decreaseincreased in expense was primarily due to larger foreign currency fluctuations in the priorcurrent year,year particularlyaffecting withmultiple the currency devaluation in Argentina.currencies.

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 operatingOperating profitProfit excluding depreciation, amortization, gains and losses on sales of fixed assetsassets, and, when applicable, pre-tax Other Items. 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. 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 EBITDAOperating Profit, Adjusted Operating Profit %, Adjusted EBITDA, and Adjusted EBITDA % are not intended to replace GAAP financial measures, such as Net Income and Operating Profit %.

Pre-tax Other itemsItems consist of charges and credits related to (in millions):

On September 12, 2024, theThe Company entered intohas a new $1.5 billion five-year unsecured revolving credit facility. This new credit facility replacedwith thea Company’sborrowing previouscapacity $2.0of billion$1.5 revolvingbillion, creditwhich facility.matures on September 12, 2029. 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. Interest under the multicurrency facility is based upon Secured Overnight Financing Rate (SOFR), Euro Interbank Offered Rate (EURIBOR), Sterling Overnight Index Average (SONIA), Canadian Overnight Repo Rate Average (CORRA), or Norwegian Interbank Offered Rate (NIBOR), plus 1.25% subject to a ratings-based grid or the U.S. prime rate. The new credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60%. As of December 31, 2024,2025, 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.

A consolidated joint venture of the Company borrowed $120 million against a $150 million bank line of creditcredit, 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%. As of December 31, 2024,2025, the joint venture was in compliance. The facility construction was completed in the fourth quarter of 2022,compliance, and the joint venture will not have future borrowings on the line of credit. The line of credit repayment schedule began in December 2022 with final payment no later than June 2032. As of December 31, 2024,2025, the Company has a carrying value of $94$84 million in borrowings related to this line of credit. The Company has $11 million in payments related to this line of credit due in the next twelve months. The Company can repay the entire outstanding facility balance without penalty at its sole discretion.

Cash flows provided by operating activities were $1.30$1.25 billion, primarily driven by higher levels of profitability and changes in the primary components of our working capital (inventories, contract assets,assets and liabilities, receivables, and accounts payable).

BusinessDividend acquisitions,payments netto ofour cash acquired,shareholders were $298$190 million.

The effect of the change in exchange rates on cash was an increase of $17 million for the year ended December 31, 2025, a decrease of $13 million for the year ended December 31, 2024, and no change for the year ended December 31, 2023, and a decrease of $9 million for the years ended December 31, 2022.2023.

During the three monthsyear ended December 31, 2024,2025, the Company repurchased 7.522.8 million shares of common stock under its share repurchase program for an aggregate amount of $112$315 million. During the year ended December 31, 2024, the Company repurchased 14.2 million shares of common stock under its share repurchasethe program for an aggregate amount of $229 million. 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 if needed, an annual supplemental dividend to true-up returns to shareholders on an annual basis.

As of December 31, 2024,2025, the Company had $68$56 million of unrecognized tax benefits. 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. Due to the uncertainty of the timing of future cash flows associated with these unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. For further information related to unrecognized tax benefits, see Note 15 to the Consolidated Financial Statements.

Because of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. 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. Under the cost-to-cost measure of progress, progress towards completion of each contract is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. These costs include labor, materials, subcontractors’ costs, and other direct costs. 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.

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. 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. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of our anticipated performance and historical, current and forecasted information that is reasonably available to us. Net revenue recognized from performance obligations satisfied in previous periods was $5 million and $19 million for the yearyears ended December 31, 20242025 and 2024, respectively, primarily due to change orders.

IfFor the year ended December 31, 2025, the Company elected to bypass the qualitative assessment and whenproceed directly to a quantitative impairment test for each reporting unit. When the Company performs a quantitative assessment, it is based onestimates the Company’sfair value of its reporting units using a discounted cash flow analysis. 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. The starting point for each of the reporting unit’s cash flows from operations is the detailed annual plan or updated forecast. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and considered long-term earnings growth rates. The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend.

Inventory is carried at the lower of cost or estimated net realizable value.value using the first-in, first-out or average cost methods. Inventories consist of raw materials and supplies, work-in-process and finished goods and purchased products. 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’s inventory consists of finished goods, spare parts, work in process, and raw materials to support ongoing manufacturing operations and the Company’s large installed base of highly specialized oilfield equipment. The Company’s estimated carrying value of inventory depends upon demand largely driven by levels of oil and gas well drilling and remediation activity, which depends in turn upon oil and gas prices, the general outlook for economic growth worldwide, available financing for the Company’s customers, political stability and governmental regulation in major oil and gas producing areas, and the potential obsolescence of various types of equipment we sell, among other factors.

During 2025, 2024, 2023, and 20222023 we recorded inventory provision charges (credits) to inventory reserves of $31$36 million, $28$31 million, and $(18)$28 million, respectively. At December 31, 20242025 and 2023,2024, inventory reserves totaled $286$261 and $354$286 million, or 12.9%12.7% and 14.1%12.9% of gross inventory, respectively.

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 competitivehighly-competitive recovering market, but also ensuring that the portfolio of products and services offered by the Company will meet customer needs in 20242026 and beyond.

AsThe ofCompany December 31, 2024,increased the Company has recorded valuation allowancesallowance ofduring 2025 from $266 million thatto the$352 Company intendsmillion to maintainreflect untilits itassessment isthat additional United States foreign tax credits carryforwards as well as deferred tax assets in certain other jurisdictions were not more likely than not the deferred tax assets willto 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. 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. 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.

NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 57 countries. NOV operates under two segments, Energy Products and ServicesEquipment and Energy Equipment.Products and Services.

For the firstsecond quarter ended MarchJune 31,30, 2026, the Company generated revenues of $2.05$2.13 billion, an increase of four percent sequentially and a decrease of two percent compared to the firstsecond quarter of 2025. Net income decreasedincreased $54$4 million, or $0.14$0.02 per diluted share, year-over-year to $19$112 million. The Company recorded $37 million within pre-tax Other Items during the first quarter of 2026 primarily related to a non-recurring stock-based compensation charge, severance and facility closures, and costs associated with streamlining our business operations. Operating profit was $47$193 millionmillion, andor adjusted9.0 percent of sales, an increase of 35 percent versus the second quarter of 2025. Adjusted operating profit was $85$190 million, comparedan to operating profitincrease of $15215 millionpercent and adjusted operating profit of $163 million inversus the firstsecond quarter of 2025. Adjusted EBITDA decreasedincreased $75$31 million year-over-year to $177$283 million, or 8.613.3 percent of sales. Second quarter 2026 Adjusted operating profit and Adjusted EBITDA include a benefit of approximately $40 million related to tariff refunds.

New orders booked during the quarter totaled $520$474 million, an increase of $83$54 million when compared to the $437$420 million of new orders booked during the firstsecond quarter of 2025. Orders shipped from backlog were $650$638 million, representing a book-to-bill of 8074 percent and an increase of $101$6 million when compared to the $549$632 million orders shipped and ana 8066 percent book-to-bill during the firstsecond quarter 2025. As of MarchJune 31,30, 2026, backlog for capital equipment orders for Energy Equipment totaled $4.23$4.08 billion, a decrease of $184$220 million from theJune first quarter of30, 2025.

NOV remains focused on the development and commercialization of innovative products and services that lower the marginal cost and environmental footprint of energy production. The Company also remains focused on improving operational efficiency, simplifying processes, and allocating capital to opportunities where it believes it has competitive advantages, technology differentiation, and the ability to generate attractive return potential.returns. Management believes this strategy will further strengthen the Company’s competitive position across market cycles.cycles and create value for shareholders.

The Company’s results are dependent on, among other things, the level of worldwide oil and gas drilling, well remediation activity, the prices 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 and geothermal energy projects. Key industry indicators for the firstsecond quarter of 2026 and 2025, and the fourthfirst quarter of 20252026 include the following:

The following table details the U.S., Canadian, and international rig activity and West Texas Intermediate Crude Oil prices for the past nine quarters ended MarchJune 31,30, 2026, on a quarterly basis.

The worldwide quarterly average rig count increaseddecreased 24 percent (from 1,7991,832 to 1,8321,760) in the firstsecond quarter of 2026 when compared to the fourthfirst quarter of 2025.2026. The average per barrel price of West Texas Intermediate Crude Oil increased 2133 percent (from $59.64$71.98 per barrel to $71.98$95.75 per barrel) and natural gas prices decreased 1938 percent (from $3.75$4.79 per mmbtu to $3.04$2.95 per mmbtu) in the firstsecond quarter of 2026 compared to the fourthfirst quarter of 2025.2026.

On AprilJuly 24, 2026, there were 674791 rigs actively drilling in North America, comprised of U.S. and Canada, which decreasedincreased 1012 percent from the firstsecond quarter average of 749704 rigs. The price for West Texas Intermediate Crude Oil was $94.40$89.31 per barrel at AprilJuly 24, 2026, ana increasedecrease of 317 percent from the firstsecond quarter of 2026 average. The price for natural gas was $2.52$2.89 per mmbtu at AprilJuly 24, 2026, a decrease of 172 percent from the firstsecond quarter of 2026 average.

three and six months ended MarchJune 31,30, 2026 and 2025. Revenue from Energy Equipment was $1,190$1,218 million for the three months ended MarchJune 31,30, 2026, compared to $1,146$1,207 million for the three months ended MarchJune 31,30, 2025, an increase of $44$11 million or 41 percent. StrongFor executionthe onsix backlogmonths ended June 30, 2026, revenue was $2,408 million compared to $2,353 million for capitalthe equipmentsix moremonths thanended offsetJune a30, 122025, percentan declineincrease inof $55 million or 2 percent. Revenue remained relatively flat when compared to the prior year with higher sales of production related capital equipment, mostly offset by lower revenue from aftermarket parts and services, which were negatively impacted by delivery delays resulting from logistics challenges in the Middle East.services.

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 major completion and production components or a contract related to a construction project. The capital equipment backlog was $4.23$4.08 billion at MarchJune 31,30, 2026, a decrease of $184$220 million from backlog of $4.41$4.30 billion at MarchJune 31,30, 2025. Although numerous factors can affect the timing of revenue out of backlog (including, but not limited to, customer change orders, supplier accelerations or delays, and the current uncertainty and conflict in the Middle East), the Company reasonably expects approximately 4029 percent of backlog to become revenue during the rest of 2026 and the remainder thereafter. At MarchJune 31,30, 2026, approximately 5857 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 were $72$69 million and $141 million for the three and six months ended MarchJune 31,30, 2026, compared to $65$62 million and $127 million for the three and six months ended MarchJune 31,30, 2025.

Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations include intercompany transactions conducted between the two reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment. Eliminations decreasedincreased 1521 percent when compared to the firstsecond quarter of 2025 due to lowerhigher activity, whileand corporateremained costsrelatively increasedflat 22 percent. Corporate costs included $20 million in pre-tax Other Items for the three months ended March 31, 2026, compared to $5 million for the three months ended March 31, 2025. Pre-tax Other Items in the current year primarily related toon a non-recurringyear-to-date charge related to stock-based compensation and other restructuring costs.basis.

Interest and financial costs were $22$21 million and $43 million for eachthe ofthree and six months ended June 30, 2026, compared to $22 million and $44 million for the three and six months ended MarchJune 31, 2026 and30, 2025, remaining relatively consistent year-over-year.

Interest income was $11$8 million and $19 million for eachthe ofthree and six months ended June 30, 2026, compared to $10 million and $21 million for the three and six months ended MarchJune 31, 2026 and30, 2025, remaining relatively consistent year-over-year.

Equity income (loss) in unconsolidated affiliates was $3$(5) million and zero$(8) million for the three and six months ended MarchJune 31,30, 2026, compared to $1 million for each of the three and 2025,six respectively.months ended June 30, 2025. Sales for our largest investment in unconsolidated affiliates declined 1529 percent for the firstsecond quarter of 2026 when compared to the firstsecond quarter of 2025. For the six months ended June 30, 2026, sales declined 22 percent year-over-year. The decline in sales is primarily due to pricing pressures for oil country tubular goods which led to lower profitability year-over-year.

Other income (expense),expense, net

Other income (expense),expense, net was $2$18 million and $16 million for the three and six months ended MarchJune 31,30, 2026, compared to $(20)$17 million and $37 million for three and six months ended MarchJune 31,30, 2025. The change in expense was primarily due to larger foreign currency fluctuations in the prior year, particularly with the devaluation of the U.S. Dollar.

At MarchJune 31,30, 2026, the Company had cash and cash equivalents of $1,342$1,164 million and total debt of $1,715$1,706 million. At December 31, 2025, cash and cash equivalents were $1,552 million and total debt was $1,718 million. As of MarchJune 31,30, 2026, approximately $839$747 million of the $1,342$1,164 million of cash and cash equivalents was held by our foreign subsidiaries and the earnings associated with this cash could be subject to foreign withholding taxes and incremental U.S. taxation if transferred among countries or repatriated to the U.S. 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 March 17, 2026, theThe Company extendedhas the maturity date of thea revolving credit facility by one additional year to September 12, 2030. The revolving credit facility haswith a borrowing capacity of $1.5 billion through September 12, 2030. The Company has the right to increase the aggregate commitments under this agreement to an aggregate amount of up to $2.5 billion upon the consent of only those lenders holding any such increase. Interest under the multicurrency facility is based upon Secured Overnight Financing Rate (SOFR), Euro Interbank Offered Rate (EURIBOR), Sterling Overnight Index Average (SONIA), Canadian Overnight Repo Rate Average (CORRA), or Norwegian Interbank Offered Rate (NIBOR), plus 1.25% subject to a ratings-based grid or the U.S. prime rate. The credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60%. As of MarchJune 31,30, 2026, the Company was in compliance with a debt-to-capitalization ratio of 24.0%23.9% and had no borrowings or letters of creditscredit issued under the facility, resulting in $1.5 billion of available funds.

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%. As of MarchJune 31,30, 2026, the joint venture was in compliance and will not have future borrowings on the line of credit. As of MarchJune 31,30, 2026, the Company had $84$78 million in borrowings related to this line of credit. The Company has $11$12 million in payments related to this line of credit due in the next twelve months. The Company can repay the entire outstanding facility balance without penalty at its sole discretion.

Other debt at MarchJune 31,30, 2026 included $42$38 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $16$2 million is due in the next twelve months.

The Company’s outstanding debt at MarchJune 31,30, 2026 also consisted of $1,092 million in 3.95% Senior Notes, maturing on December 1, 2042, and $497 million in 3.60% Senior Notes, maturing on December 1, 2029. The Company was in compliance with all covenants at MarchJune 31,30, 2026. Long-term lease liabilities totaled $524$520 million at MarchJune 31,30, 2026.

The Company had $1,040$909 million of outstanding letters of credit at MarchJune 31,30, 2026, primarily in Norway and the United States, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.

Significant uses of cash during the first threesix months of 2026

The effect of the change in exchange rates on cash flows was a decrease of $5$2 million for the first threesix months of 2026, and an increase of $8$19 million for the first threesix months of 2025.

During the three and six months ended MarchJune 31,30, 2026, the Company repurchased approximately 3.5 million shares of common stock under its share repurchase program for an aggregate amount of $67 million. During the three months ended March 31, 2025, the Company repurchased 5.43.2 million shares of common stock under the program for an aggregate amount of $81$63 million.million and 6.7 million shares of common stock under the program for an aggregate amount of $130 million, respectively. During the three and six months ended June 30, 2025, the Company repurchased approximately 5.5 million shares of common stock under the program for an aggregate amount of $69 million, and 10.9 million shares of common stock under the program for an aggregate amount of $150 million, respectively. The Company expects to return at least 50% of Excess Free Cash Flow (defined as cash flow from operations less capital expenditures and other investments, including acquisitions and divestitures), through a combination of quarterly base dividends, opportunistic stock buybacks, and an annual supplemental dividend to true-up returns to shareholders on an annual basis.