2 unchanged sentences
As required by SEC Rule 13a-15(b), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
−Removed: Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
+Added: Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
Our principal executive officer and principal financial officer have concluded that our current disclosure controls and procedures were effective as of December 31, 2023 at the reasonable assurance level.
2 unchanged sentences
(ii) Internal Control Over Financial Reporting
−Removed: (a) Management’s annual report on internal control over financial reporting.
−Removed: The Company’s management report on internal control over financial reporting is set forth in this annual report on Page 48 and is incorporated herein by reference.
+Added: (a) Management’s annual report on internal control over financial reporting.
+Added: The Company’s management report on internal control over financial reporting is set forth in this annual report on Page 53 and is incorporated herein by reference.
(b) Changes in internal control
−Removed: There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
35 unchanged sentences
Consolidated Statements of Cash Flows
−Removed: Consolidated Statements of Stockholders’
+Added: Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
−Removed: The report of NOV Inc.’s independent registered public accounting firm (PCAOB ID:
+Added: The report of NOV Inc.’s independent registered public accounting firm (PCAOB ID:
42 ) with respect to the above-referenced financial statements and their report on internal control over financial reporting are included before the above-referenced reports.
1 unchanged sentence
(2) Financial Statement Schedule
−Removed: Schedule II –
−Removed: Valuation and Qualifying Accounts
+Added: Schedule II – Valuation and Qualifying Accounts
All schedules, other than Schedule II, are omitted because they are not applicable, not required or the information is included in the financial statements or notes thereto.
−Removed: Sixth Amended and Restated Certificate of Incorporation of NOV Inc.
+Added: Seventh Amended and Restated Certificate of Incorporation of NOV Inc.
(Exhibit 3.1) (1)
14 unchanged sentences
1 to Credit Agreement, dated as of October 30, 2019 (7)
+Added: Amendment No.
+Added: 2 to Credit Agreement, dated as of March 10, 2023 (Exhibit 10.2) (8)
Long-Term Incentive Plan, as amended and restated.
23 unchanged sentences
Form of Performance Award Agreement (2022) (19)*
+Added: Form of Performance Award Agreement (2023) (Exhibit 10.1) (8)*
Retirement Policy for Equity Awards (Exhibit 10.1) (20)*
Form of Non-Employee Director Restricted Stock Unit Agreement (2022) (21)*
+Added: Form of Indemnification Agreement (Exhibit 10.1) (1)
+Added: Single Premium Guaranteed Annuity Contract Purchase Agreement, dated February 14, 2023.
Subsidiaries of the Registrant (23)
7 unchanged sentences
Mine Safety Information pursuant to section 1503 of the Dodd-Frank Act.
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Compensation Recovery Policy.
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
5 unchanged sentences
* Compensatory plan or arrangement for management or others.
−Removed: (1) Filed as an Exhibit to our Current Report on Form 8-K filed on December 22, 2020.
+Added: (1) Filed as an Exhibit to our Current Report on Form 8-K filed on May 18, 2023.
+Added: (2) Filed as an Exhibit to our Current Report on Form 8-K filed on February 28, 2023.
(3) Filed as an Exhibit to our Annual Report on Form 10-K filed on February 12, 2021.
3 unchanged sentences
(7) Filed as an Exhibit to our Current Report on Form 8-K filed on November 4, 2019.
+Added: (8) Filed as Exhibit to our Quarterly Report on Form 10-Q filed on April 27, 2023.
(9) Filed as Appendix I to our Proxy Statement filed on April 8, 2022.
11 unchanged sentences
(21) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on July 28, 2022.
+Added: (22) Filed as an Exhibit to our Current Report on Form 8-K filed on February 21, 2023.
(23) Filed with this Form 10-K.
22 unchanged sentences
February 14, 2024
−Removed: February 14, 2023
−Removed: /s/ MELODY B.
+Added: /s/ PATRICIA B.
February 14, 2024
3 unchanged sentences
February 14, 2024
−Removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: NOV Inc.’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: NOV Inc.’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
+Added: NOV Inc.’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: NOV Inc.’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.
4 unchanged sentences
Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
−Removed: Management has used the 2013 framework set forth in the report entitled “Internal Control—Integrated Framework”
−Removed: published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.
−Removed: Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by Ernst & Young LLP, the independent registered public accounting firm which also has audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K.
+Added: Management has used the 2013 framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.
+Added: Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, the independent registered public accounting firm which also has audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K.
Chairman, President and Chief Executive Officer
5 unchanged sentences
Opinion on Internal Control Over Financial Reporting
−Removed: We have audited NOV Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
+Added: We have audited NOV Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, NOV Inc.
2 unchanged sentences
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
5 unchanged sentences
Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
7 unchanged sentences
We have audited the accompanying consolidated balance sheets of NOV Inc.
−Removed: (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), cash flows and stockholders’
−Removed: equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”).
+Added: (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.
3 unchanged sentences
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
6 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue recognition under long-term construction contracts
3 unchanged sentences
For material fixed price contracts, estimates are subject to considerable judgment and could be impacted by such items as changes to the project schedule and the cost of labor and material.
−Removed: Auditing management’s estimate of the progress towards completion of its projects involved subjectivity as the costs to complete forecasts of fixed price contracts are subject to considerable judgment.
+Added: Auditing management’s estimate of the progress towards completion of its projects involved subjectivity as the costs to complete forecasts for fixed price contracts are subject to considerable judgment.
How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s estimate of the progress towards completion of its projects, including key controls related to monitoring projected project costs.
−Removed: To test the Company’s estimate of the progress towards completion of its projects, we performed audit procedures that included, among others, testing the significant assumptions discussed above to develop the estimated cost to complete and testing the completeness and accuracy of the underlying data.
−Removed: To assess management’s estimated costs, we performed audit procedures that included, among others, agreeing the estimates to supporting documentation;
+Added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s estimate of the progress towards completion of its projects, including key controls related to monitoring projected project costs.
+Added: To test the Company’s estimate of the progress towards completion of its projects, we performed audit procedures that included, among others, testing the significant assumptions discussed above to develop the estimated cost to complete and testing the completeness and accuracy of the underlying data.
+Added: To assess management’s estimated costs, we performed audit procedures that included, among others, agreeing the estimates to supporting documentation;
conducting interviews with project personnel;
1 unchanged sentence
performing observations of select projects to observe progress;
−Removed: and performing lookback analyses to historical actual costs to assess management’s ability to estimate.
+Added: and performing lookback analyses to historical actual costs to assess management’s ability to estimate.
+Added: Measurement of the valuation allowance against deferred tax assets
+Added: Description of the Matter
+Added: As discussed in Notes 2 and 15 to the consolidated financial statements, a valuation allowance is recognized if the Company determines it is necessary to reduce deferred tax assets to amounts which are more likely than not to be realized.
+Added: As of December 31, 2023, the Company had a valuation allowance of $346 million recorded against gross deferred tax assets of $983 million.
+Added: During the year, the Company emerged from a three-year cumulative loss position and released $485 million of previously recorded valuation allowance.
+Added: The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by jurisdiction during the periods in which those temporary differences become deductible or when carryforwards can be utilized.
+Added: Auditing management’s assessment of the realizability of its deferred tax assets involved complex auditor judgment because management’s estimate of projected future taxable income and expected utilization of net operating loss and tax credit carryforwards are based on significant assumptions that may be affected by future market conditions and the Company’s performance.
+Added: How We Addressed the Matter in Our Audit
+Added: We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management’s scheduling of the future reversal of existing taxable temporary differences and projections of future taxable income.
+Added: To test the Company’s assessment of the valuation allowance, we performed audit procedures that included, among others, (i) obtaining an understanding of the Company’s overall tax structure, including any changes in the Company’s tax structure that occurred during the year as well as any changes in tax law that could impact the realizability of the Company’s deferred tax assets;
+Added: (ii) utilizing tax resources with appropriate knowledge of jurisdictional laws and regulations;
+Added: (iii) testing the Company’s scheduling of the reversal of existing temporary taxable differences, (iv) assessing the reasonableness of management’s projections of future taxable income by jurisdiction, and (v) testing the completeness and accuracy of the underlying data.
/s/ Ernst & Young LLP
−Removed: We have served as the Company’s auditor since at least 1995, but we are unable to determine the specific year.
+Added: We have served as the Company’s auditor since at least 1995, but we are unable to determine the specific year.
Houston, Texas
12 unchanged sentences
Lease right-of-use assets, financing
+Added: Deferred income taxes
Intangibles, net
15 unchanged sentences
Commitments and contingencies
−Removed: Stockholders’
+Added: Stockholders’ equity:
Common stock - par value $ .01 ;
1 billion shares authorized;
−Removed: and 392,673,077 shares issued and outstanding at December 31, 2022
−Removed: and December 31, 2021
+Added: 393,945,659 and 392,832,752 shares issued and outstanding at December 31, 2023 and December 31, 2022
Additional paid-in capital
Accumulated other comprehensive loss
−Removed: Retained earnings
+Added: Retained deficit
Total Company stockholders' equity
Noncontrolling interests
−Removed: Total stockholders’
−Removed: Total liabilities and stockholders’
+Added: Total stockholders’ equity
+Added: Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these statements.
4 unchanged sentences
Selling, general and administrative
−Removed: Goodwill and indefinite-lived intangible asset impairment
−Removed: Long-lived asset impairment
Operating profit (loss)
2 unchanged sentences
Equity income (loss) in unconsolidated affiliates
−Removed: Other income (expense), net
+Added: Other expense, net
Income (loss) before income taxes
24 unchanged sentences
Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash provided by
+Added: Adjustments to reconcile net income (loss) to net cash provided (used in) by
operating activities:
5 unchanged sentences
Equity (income) loss in unconsolidated affiliates
−Removed: Goodwill and indefinite-lived intangible asset impairment
−Removed: Long-lived asset impairment
Provision for inventory losses
26 unchanged sentences
The accompanying notes are an integral part of these statements.
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
7 unchanged sentences
Cash dividends, $ 0.05 per common share
−Removed: Adoption of new accounting standards
Stock-based compensation
+Added: Stock issued in acquisition
Withholding taxes
3 unchanged sentences
Stock-based compensation
−Removed: Stock issued in acquisition
Withholding taxes
+Added: Purchase of equity in non-controlling interest
Balance at December 31, 2022
−Removed: Other comprehensive loss
+Added: Other comprehensive income, net
Cash dividends, $ 0.20 per common share
+Added: Transactions with non-controlling interests
Stock-based compensation
+Added: Common stock issued
Withholding taxes
−Removed: Purchase of equity in non-controlling interest
Balance at December 31, 2023
38 unchanged sentences
In determining the fair market value of the assets, we consider market trends and recent transactions involving sales of similar assets, or when not available, discounted cash flow analysis.
−Removed: Impairments of plant, property and equipment were $ 262 million for the year ended December 31, 2020.
Acquisitions and Investments
4 unchanged sentences
Additionally, the Company paid $ 29 million in stock (consisting of 2 million shares) for acquisitions in 2021.
−Removed: These acquisitions did not have a material effect on the Company’s operating results, cash flows or financial position.
+Added: These acquisitions did not have a material effect on the Company’s operating results, cash flows or financial position.
Foreign Currency
9 unchanged sentences
For all operations, gains or losses from remeasuring foreign currency transactions into the functional currency are included in income.
−Removed: Net foreign currency transaction losses were $ 25 million, $ 16 million, and $ 2 million for the years ending December 31, 2022, 2021 and 2020, respectively, and are included in other income (expense) in the accompanying statement of income (loss).
+Added: Net foreign currency transaction losses were $ 84 million, $ 25 million, and $ 16 million for the years ending December 31, 2023, 2022 and 2021 , respectively, and are included in other expenses, net, in the accompanying statement of income (loss).
Revenue Recognition
−Removed: The majority of the Company’s revenue streams record revenue at a point in time when a performance obligation has been satisfied by transferring control of promised goods or services to a customer.
+Added: The majority of the Company’s revenue streams record revenue at a point in time when a performance obligation has been satisfied by transferring control of promised goods or services to a customer.
Products are sold or rented and services are provided based upon a fixed or determinable price and do not generally include right of return or other significant post-delivery obligations.
5 unchanged sentences
The Company considers the degree of customization, integration and interdependency of the related products and services when assessing distinct performance obligations within one contract.
−Removed: Stand-alone selling price (“SSP”) for each distinct performance obligation is generally determined using the price at which the products and services would be sold separately to the customer.
+Added: Stand-alone selling price (“SSP”) for each distinct performance obligation is generally determined using the price at which the products and services would be sold separately to the customer.
Discounts, when provided, are allocated based on the relative SSP of the various products and services.
9 unchanged sentences
Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.
−Removed: These costs include labor, materials, subcontractors’
−Removed: costs, and other direct costs.
+Added: 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.
44 unchanged sentences
We control credit risk through credit evaluations, credit limits and monitoring procedures.
−Removed: We perform periodic credit evaluations of our customers’
−Removed: financial condition and generally do not require collateral but may require letters of credit for certain international sales.
+Added: We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral but may require letters of credit for certain international sales.
Credit losses are provided for in the financial statements.
−Removed: Allowances for credit losses are determined based on a continuous process of assessing the Company’s portfolio on an individual customer basis considering current market conditions and trends.
−Removed: This process consists of a review of historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers.
+Added: Allowances for credit losses are determined based on a continuous process of assessing the Company’s portfolio on an individual customer basis considering current market conditions and trends.
+Added: This process consists of a review of historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers.
Based on a review of these factors, the Company will establish or adjust allowances for specific customers.
1 unchanged sentence
Stock-Based Compensation
−Removed: Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method.
+Added: Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method.
The fair value of stock option grants and restricted stock is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period.
4 unchanged sentences
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
−Removed: Such estimates include but are not limited to, estimated losses on accounts receivable, estimated costs and related margins of projects accounted for over time, estimated
−Removed: realizable value on excess and obsolete inventory, contingencies, estimated liabilities for litigation and environmental exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates related to the fair value of Reporting Units for purposes of assessing goodwill and other indefinite-lived intangible assets for impairment and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets.
+Added: Such estimates include but are not limited to, estimated losses on accounts receivable, estimated costs and related margins of projects accounted for over time, estimated realizable value on excess and obsolete inventory, contingencies, estimated liabilities for litigation and environmental exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates related to the fair value of Reporting Units for purposes of assessing goodwill and other indefinite-lived intangible assets for impairment and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets.
Actual results could differ from those estimates.
3 unchanged sentences
Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than others, the low end of the range is accrued.
−Removed: Such estimates may be based on advice from third parties or on management’s judgement, as appropriate.
−Removed: Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgements with respect to the likelihood or amount of loss.
+Added: Such estimates may be based on advice from third parties or on management’s judgement, as appropriate.
+Added: Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgements with respect to the likelihood or amount of loss.
Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known.
3 unchanged sentences
Net income (loss) attributable to Company
−Removed: Basic—weighted average common shares outstanding
+Added: Basic—weighted average common shares outstanding
Dilutive effect of employee stock options and other unvested
6 unchanged sentences
Recently Issued Accounting Standards
−Removed: In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848).”
−Removed: ASU 2021-01 was issued in January 2021 to further clarify the scope of the standard, which applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
−Removed: ASU 2022-06 was issued in December 2022, which deferred the sunset date for applying the reference rate reform relief in Topic 848.
−Removed: The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
−Removed: Management is currently assessing the impact of adopting ASU 2020-04 on the Company’s financial position, results of operations and cash flows.
+Added: In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848).” Topic 848, as amended, applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
+Added: The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024.
+Added: During the first quarter of 2023, the Company adopted the optional relief guidance provided under Topic 848 after modifying certain debt and derivative instruments to update the reference rate from LIBOR to SOFR.
+Added: The adoption of this optional relief did not have a material impact on the consolidated financial statements.
Derivative Financial Instruments
3 unchanged sentences
At December 31, 2023, the Company has determined the fair value of its derivative financial instruments representing assets of $ 19 million and liabilities of $ 21 million (currency related derivatives) using level 2 inputs (inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability) in the fair value hierarchy as the fair value is based on publicly available foreign exchange and interest rates at each financial reporting date.
−Removed: At December 31, 2022 , the net fair value of the Company’s foreign currency forward contracts totaled a net liability of $ 6 million.
+Added: At December 31, 2023, the net fair value of the Company’s foreign currency forward contracts totaled a net liability of $ 2 million.
Forward currency contracts consist of (in millions):
2 unchanged sentences
December 31, 2022
−Removed: South Korean Won
+Added: Colombian Peso
Norwegian Krone
4 unchanged sentences
Canadian Dollar
−Removed: Russian Ruble
+Added: South Korean Won
Cash Flow Hedging Strategy
To protect against the volatility of forecasted foreign currency cash flows resulting from forecasted revenues and expenses, the Company maintains a cash flow hedging program.
−Removed: For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is recorded in accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “revenues”
−Removed: when the hedged transactions are cash flows associated with forecasted revenues).
+Added: For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is recorded in accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “revenues” when the hedged transactions are cash flows associated with forecasted revenues).
The Company includes time value in hedge relationships.
−Removed: The Company does not expect a material amount to be reclassified into earnings within the next twelve months.
+Added: The Company expects accumulated other comprehensive loss of $ 3 million will be reclassified into earnings within the next twelve months.
Non-designated Hedging Strategy
1 unchanged sentence
The gain or loss on the derivative instrument is recognized in earnings in other income (expense), together with the changes in the hedged nonfunctional monetary accounts.
−Removed: The amount of gain (loss) recognized in other income (expense), net was $( 18 ) million, $( 9 ) million and $( 3 ) million for the years ended 2022, 2021 and 2020, respectively.
+Added: The amount of loss recognized in other expenses, net was $ 10 million, $ 18 million and $ 9 million for the years ended 2023, 2022 and 2021, respectively.
The Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions):
19 unchanged sentences
Accrued liabilities
+Added: Foreign exchange contracts
+Added: Other Liabilities
+Added: Total derivatives not designated
+Added: as hedging instruments under ASC Topic 815
Total derivatives
12 unchanged sentences
Goodwill and Intangible Assets
−Removed: Goodwill and Other Indefinite-Lived Intangible Assets
The Company has approximately $ 1.6 billion of goodwill and $ 450 million of identified intangible assets at December 31, 2023.
5 unchanged sentences
Goodwill acquired during period
+Added: Adjustment during the measurement period of assets acquired
Balance at December 31, 2022
11 unchanged sentences
Additions to intangible assets
+Added: Adjustment during the measurement period of assets acquired
Currency translation adjustments
1 unchanged sentence
Additions to intangible assets
−Removed: Adjustment during the measurement period of assets acquired
Currency translation adjustments
13 unchanged sentences
Goodwill is assigned to the reporting units that are expected to benefit from the synergies of a business combination.
−Removed: The recoverability of goodwill and indefinite-lived intangibles is assessed annually, or more frequently as needed when events or changes
−Removed: have occurred that would suggest an impairment of carrying value, by determining whether the fair values of the applicable reporting units exceed their carrying values.
−Removed: The impairment analysis compares the reporting unit’s carrying value to the respective fair value.
+Added: The recoverability of goodwill and indefinite-lived intangibles is assessed annually, or more frequently as needed when events or changes have occurred that would suggest an impairment of carrying value, by determining whether the fair values of the applicable reporting units exceed their carrying values.
+Added: The impairment analysis compares the reporting unit’s carrying value to the respective fair value.
Fair value of the reporting unit is determined using significant unobservable inputs, or level 3 in the fair value hierarchy.
These inputs are based on internal management estimates, forecasts and judgments, using discounted cash flow.
−Removed: The discounted cash flow is based on management’s forecast of operating performance for the reporting unit.
−Removed: The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each reporting unit and its weighted average cost of capital.
−Removed: The starting point for each of the reporting unit’s cash flow from operations is the detailed annual plan or updated forecast.
+Added: The discounted cash flow is based on management’s forecast of operating performance for the reporting unit.
+Added: The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each reporting unit and its weighted average cost of capital.
+Added: The starting point for each of the reporting unit’s cash flow from operations is the detailed annual plan or updated forecast.
Cash flows beyond the updated forecasted operating plans are estimated using a terminal value calculation, which incorporates historical and forecasted financial cyclical trends for each reporting unit and considered long-term earnings growth rates.
2 unchanged sentences
Management reviews finite-lived intangibles for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
−Removed: Cash flows expected to be generated by the finite-lived intangibles are estimated over the intangible asset’s useful life based on updated projections on an undiscounted basis.
+Added: Cash flows expected to be generated by the finite-lived intangibles are estimated over the intangible asset’s useful life based on updated projections on an undiscounted basis.
If the evaluation indicates that the carrying value of the finite-lived intangible asset may not be recoverable, the potential impairment is measured at fair value.
During the fourth quarter of 2023, the Company performed its annual impairment test, as described in ASC Topic 350, as of October 1, 2023.
−Removed: Based on the Company’s annual impairment test, the calculated fair values for all of the Company’s reporting units with remaining goodwill were in excess of the respective reporting unit’s carrying value.
−Removed: During the first quarter of 2020, negative market indicators constituted a triggering event and the results of the Company’s test for impairment resulted in the Company recording $ 1,295 million in impairment charges to goodwill.
−Removed: Additionally , $ 83 million in charges to indefinite-lived intangible assets were recorded in 2020 for this triggering event.
−Removed: The goodwill and indefinite-lived intangible impairment during 2020 was a triggering event that indicated that the Company’s long-lived tangible assets and finite-lived intangible assets were also impaired.
−Removed: Impairment testing determined that certain long-lived assets associated with most of the Company’s asset groups were not recoverable.
−Removed: The estimated fair value of these asset groups was below the carrying value and as a result, during the first quarter of 2020, the Company recorded impairment charges of $ 209 million to customer relationships, patents, trademarks, tradenames, and other finite- lived intangible assets, $ 262 million to property, plant and equipment, and $ 42 million for right-of-use assets.
−Removed: Additionally, the Company recorded a $ 224 million impairment on its equity investment in unconsolidated affiliates.
+Added: Based on the Company’s annual impairment test, the calculated fair values for all of the Company’s reporting units with remaining goodwill were in excess of the respective reporting unit’s carrying value.
No impairment of goodwill or indefinite-lived intangible assets was recorded in 2023 or 2022 .
6 unchanged sentences
Renewal options are common in longer term leases;
−Removed: however, it is rare that the Company intends to exercise a lease option at inception due to the cyclical nature of the
−Removed: Company’s business.
−Removed: Residual value guarantees are not typically part of the Company’s leases.
+Added: however, it is rare that the Company intends to exercise a lease option at inception due to the cyclical nature of the Company’s business.
+Added: Residual value guarantees are not typically part of the Company’s leases.
Occasionally, the Company sub-leases excess facility space, generally at terms similar to the source lease.
The Company reviews new agreements to determine if they include a lease and, when they do, uses its incremental borrowing rate to determine the present value of the future lease payments as most do not include implicit interest rates.
−Removed: The Company recorded right-of-use asset impairment charges of $ 42 million for the year ended December 31, 2020.
Components of leases are as follows (in millions):
10 unchanged sentences
Sub-lease income
−Removed: Supplemental information related to the Company’s leases is as follows (in millions):
+Added: Supplemental information related to the Company’s leases is as follows (in millions):
December 31, 2023
27 unchanged sentences
The Company has the right to increase the commitments under this agreement to an aggregate amount of up to $ 3.0 billion upon the consent of only those lenders holding any such increase.
−Removed: Interest under the multicurrency facility is based upon LIBOR, NIBOR or CDOR plus 1.25 % subject to a ratings-based grid or the U.S.
+Added: Interest under the multicurrency facility is based upon SOFR, NIBOR or CDOR plus 1.25 % subject to a ratings-based grid or the U.S.
The credit facility contains a financial covenant regarding maximum debt-to-capitalization ratio of 60 %.
1 unchanged sentence
Additionally, 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.
−Removed: Interest under the bank line of credit is based upon LIBOR plus 1.40 %.
+Added: 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, 2023 , the joint venture was in compliance.
−Removed: Upon completion of the facility construction in the fourth quarter of 2022, the Company will not have future borrowings on the line of credit, with repayments beginning December 2022 and final payment no later than June 2032 .
+Added: The facility construction was completed in the fourth quarter of 2022, and the joint venture will not have future borrowings on the line of credit.
+Added: The line of credit repayment schedule began in December 2022 with final payment no later than June 2032 .
As of December 31, 2023 , the Company has a carrying value of $ 104 million in borrowings related to this line of credit.
16 unchanged sentences
In 2021, NOV announced and filed for the defined benefit plan in the United States to be settled.
−Removed: As part of that process, the benefit accrual for the 20 employees represented by a collective bargaining agreement was ended as of November 30, 2021.
−Removed: The plan settlement, which would result in the full settlement of the Company’s obligations, is expected to be completed in early 2023.
−Removed: Plan participants will receive their full accrued benefits from plan assets through annuity contracts with a qualifying third-party annuity provider.
−Removed: Upon settlement, we expect to recognize pre-tax pension settlement charges that will include (1) a non-cash charge for the recognition of all pre-tax actuarial losses accumulated in accumulated other comprehensive loss ($ 8 million as of December 31, 2022) and (2) any cash contributions to settle the Plan’s obligations ($ 5 million net projected benefit obligation as of December 31, 2022).
−Removed: The actual amount of the settlement charges and any potential cash contribution will depend on various factors, including interest rates and plan asset returns.
−Removed: In the third quarter of 2022, the Company offered a new benefit plan providing retiree medical coverage in the United States, and approximately 8,600 employees are eligible for this coverage.
+Added: During the year ended December 31, 2023, the Company completed the termination of the plan, resulting in excess plan assets being returned to the Company and an immaterial recognition of non-cash, pre-tax charges from accumulated other comprehensive loss to selling, general and administrative expenses in our consolidated statement of income.
+Added: In the third quarter of 2022, the Company offered a new benefit plan providing retiree medical coverage in the United States, and as of December 31, 2023 , approximately 9,000 employees are eligible for this coverage.
In addition, approximately 1,200 U.S.
10 unchanged sentences
Plan amendments
+Added: Special Termination Benefits
Benefit obligation at end of year
52 unchanged sentences
The Company and its investment advisers collaboratively reviewed market opportunities using historic and statistical data, as well as the actuarial valuation reports for the plans, to ensure that the levels of acceptable return and risk are well-defined and monitored.
−Removed: Currently, the Company’s management believes that there are no significant concentrations of risk associated with plan assets.
+Added: Currently, the Company’s management believes that there are no significant concentrations of risk associated with plan assets.
Our pension investment strategy worldwide prohibits a direct investment in our own stock.
−Removed: The following table sets forth by level, within the fair value hierarchy, the plan’s assets carried at fair value (in millions):
+Added: The following table sets forth by level, within the fair value hierarchy, the plan’s assets carried at fair value (in millions):
Fair Value Measurements
8 unchanged sentences
Level 3 inputs are unobservable (i.e., supported by little or no market activity).
−Removed: Level 3 inputs include management’s own judgement about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
−Removed: The following table sets forth a summary of changes in the fair value of the plan’s Level 3 assets (in millions):
−Removed: Balance at December 31, 2020
−Removed: Actual return on plan assets still held at
−Removed: reporting date
−Removed: Purchases, sales and settlements
−Removed: Currency translation adjustments
−Removed: Balance at December 31, 2021
−Removed: Actual return on plan assets still held at
−Removed: reporting date
−Removed: Purchases, sales and settlements
−Removed: Currency translation adjustments
−Removed: Balance at December 31, 2022
+Added: Level 3 inputs include management’s own judgement about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
+Added: The return on assets for Level 3 plan assets are immaterial for all periods presented.
Accumulated Other Comprehensive Loss
19 unchanged sentences
Cost of revenue
+Added: Other expense
Selling, general,
and administrative
−Removed: The Company’s reporting currency is the U.S.
−Removed: A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency.
−Removed: As a result, currency translation adjustments resulting from the process of translating the entities’
−Removed: financial statements into the reporting currency are reported in other comprehensive income or (loss).
−Removed: The Company recorded other comprehensive loss of $ 30 million, $ 34 million and $ 78 million for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: The Company’s reporting currency is the U.S.
+Added: A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency.
+Added: As a result, currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or (loss).
+Added: The Company recorded other comprehensive income (loss) of $ 113 million, $( 30 ) million and $( 34 ) million for the years ended December 31, 2023, 2022 and 2021, respectively.
The effect of changes in the fair values of derivatives designated as cash flow hedges are accumulated in other comprehensive income (loss), net of tax, until the underlying transactions are realized.
4 unchanged sentences
federal and state governments and regulatory agencies, as well as international governmental authorities in the many countries in which we conduct business.
−Removed: In the United States these governmental authorities include:
+Added: In the United States these governmental authorities include the U.S.
Department of Labor, the Occupational Safety and Health Administration, the Environmental Protection Agency, the Bureau of Land Management, the Department of Treasury, Office of Foreign Asset Controls, state environmental agencies and many others.
We are unaware of any material liabilities in connection with our compliance with such laws.
−Removed: New laws, regulations and enforcement policies may result in additional, presently unquantifiable, or unknown, costs or liabilities.
−Removed: The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters.
−Removed: The Company maintains insurance that covers many of the claims arising from risks associated with the business activities of the Company, including claims for premises liability, product liability, personal injury and other such claims.
−Removed: The Company carries substantial insurance to cover such risks above a self-insured retention.
−Removed: The Company believes, and the Company’s experience has been, that such insurance has been enough to cover any such material risks.
−Removed: The Company is also a party to claims, threatened and actual litigation, private arbitration, internal investigations of potential regulatory and compliance matters which arise both from legacy businesses that the Company has acquired over many years and from the Company’s current ordinary day-to-day business activities.
−Removed: These regulatory matters and disputes involve private parties and/or government authorities, which assert claims against the Company for a broad spectrum of potential claims including:
−Removed: employment law claims, collective actions or class action claims under employment laws, intellectual property claims, (such as alleged patent infringement, and/or misappropriation of trade secrets by the company), premises liability claims, environmental claims, product liability claims, warranty claims, personal injury claims arising from exposure to or use of allegedly defective products, alleged regulatory violations, alleged violations of anti-corruption and anti-bribery laws and other commercial and/or regulatory claims seeking recovery for alleged actual or exemplary damages or fines and penalties.
−Removed: Such claims involve various theories of liability which include:
−Removed: negligence, strict liability, product liability, and other theories of liability.
−Removed: For some of these contingent claims, the Company’s insurance coverage is inapplicable or an exclusion to coverage may apply.
+Added: New laws, investigations, regulations and enforcement policies may result in additional, presently unquantifiable, or unknown, costs or liabilities.
+Added: From time to time, the Company is involved in various claims, regulatory agency audits, investigations and legal actions involving a variety of matters.
+Added: The Company maintains insurance that covers claims such as third-party personal injuries or property damage arising from risks associated with the business activities of the Company, such as premises liability, product liability, personal injury, marine risk, property damage, and other such insurable losses.
+Added: The Company carries substantial insurance to cover insurable risks above a self-insured retention.
+Added: The Company believes, and the Company’s experience has been, that such insurance has been sufficient to cover any such material risks.
+Added: The Company is also a party to claims, threatened and actual litigation, arbitration, and internal investigations of potential regulatory and compliance matters which arise both from legacy businesses that the Company has acquired over many years and from the Company’s current ordinary day-to-day business activities.
+Added: These regulatory matters and disputes involve private parties and/or government authorities who may assert a broad spectrum of potential claims against the Company, including employment law claims, collective actions or class action claims under employment laws, intellectual property claims (such as alleged patent infringement, and/or misappropriation of trade secrets by the company), premises liability claims, environmental claims, product liability claims, warranty claims, personal injury claims arising from exposure to or use of allegedly defective products or from activities of the Company, alleged regulatory violations, alleged violations of anti-corruption and anti-bribery, trade, customs or other laws and other commercial and/or regulatory claims seeking recovery for alleged actual or exemplary damages or fines and penalties.
+Added: Such claims involve various theories of liability which include negligence, breach of contract, strict liability, product liability, and other theories of liability.
+Added: For some of these contingent claims and potential liabilities, the Company’s insurance coverage may not apply, or exclusions to coverage or legal impediments may apply.
In such instances, settlement or other resolution of such claims, individually or collectively, could have a material financial or reputational impact on the Company.
−Removed: As of December 31, 2022, the Company recorded reserves in an amount believed to be sufficient, given the range of potential outcomes, for contingent liabilities representing all contingencies believed to be probable.
−Removed: These reserves include all costs expected for reclamation of a closed barite mine and product liability claims, as well as other circumstances involving material claims.
−Removed: The Company has assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are believed to be not probable, but are reasonably possible.
+Added: As of December 31, 2023, the Company recorded reserves in an amount believed to be sufficient, given the estimated range of potential outcomes, for contingent liabilities believed to be probable.
+Added: These reserves include costs currently and reasonably estimated to be incurred for reclamation of a closed barite mine and product liability claims, as well as other circumstances involving material claims.
+Added: The Company has assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are believed to be not probable, but which are reasonably possible.
The Company sets accruals in accordance with GAAP based on its best judgment about the probable results of disputed claims, regulatory enforcement actions, tax and other governmental audits, and other contingencies.
3 unchanged sentences
however, in our opinion, any ultimate liability, to the extent not otherwise provided for, will not materially affect our financial position, cash flow or results of operations.
−Removed: These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s experience.
−Removed: Because of uncertainty and risk inherent to litigation, arbitration, audits, governmental investigations and enforcement actions, the Company’s actual liabilities incurred may exceed our estimated liabilities and reserves, which could have a material financial or reputational impact on the Company.
−Removed: In 2022, the Company received and paid a $ 51 million transfer pricing tax assessment in Denmark.
−Removed: The Company and its advisors believe the assessment is without merit.
−Removed: The Company is presently appealing and believes it will be reimbursed following a successful appeals process.
−Removed: The payment has been recorded as a long-term receivable.
−Removed: In many instances, the Company’s products and services embody or incorporate trade secrets or patented inventions.
−Removed: From time to time, we are engaged i n disputes concerning protection of the Company’s trade secrets and confidential information, patents, and other intellectual property rights.
+Added: These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s experience.
+Added: Because of the uncertainty and risk inherent to litigation, arbitration, audits, governmental investigations, enforcement actions, and similar matters, the Company’s actual liabilities incurred may materially exceed our estimated liabilities and reserves, which could have a material financial or reputational impact on the Company.
+Added: In many instances, the Company’s products and services embody or incorporate trade secrets or patented inventions.
+Added: From time to time, we are engaged in disputes concerning protection of the Company’s trade secrets and confidential information, patents, and other intellectual property rights.
Such disputes frequently involve complex, factual, technical and/or legal issues which result in high costs to adjudicate our rights and for which it may be difficult to predict the ultimate outcome.
At any given time, the Company may be a plaintiff or defendant in disputes involving disputed intellectual property rights.
−Removed: The Company is currently pursuing, and intends to pursue future claims involving revenue recognized for technology related to drill bits.
−Removed: The Company is suing for breach of agreements pursuant to which certain drill bit manufacturers have licensed the Company’s intellectual property.
−Removed: The amount of the Company's claims for outstanding receivables exceeds $ 30 million dollars, and is likely to increase over time until we achieve resolution of such claims.
−Removed: Because of the importance of the Company’s intellectual property to the Company’s performance, an adverse result in such disputes could result in a material loss of revenue from royalties or a decline in sales of products protected by patents, which could materially and adversely impact our financial performance.
−Removed: Further, in some instances, direct or indirect consumers of our products and services or members of the supply chain for our products and services become involved in governmental investigations, internal investigations, political or other enforcement matters.
−Removed: In such circumstances, such investigations may adversely impact the ability of consumers of our products, entities providing financial support to such consumers or entities in the supply chain to timely perform their business plans or to timely perform under agreements with us.
−Removed: We may, from time to time, become involved in these investigations, at substantial cost to the Company.
−Removed: We also are subject to trade regulations, supply chain regulations, and other regulatory compliance in which the laws and regulations of different jurisdictions conflict or these regulations may conflict with contractual terms.
−Removed: In such circumstances, our compliance with U.S.
−Removed: laws and regulations may subject us to risk of fines, penalties, or contractual liability in other jurisdictions.
−Removed: Our efforts to actively manage such risks may not always be successful which could lead to negative impacts on revenue or earnings.
+Added: The Company is currently pursuing litigation against several companies involving royalties due under licenses for technology related to drill bits.
+Added: This technology resulted in a portfolio of patents related to leaching technology, a revolutionary technology owned by the Company that improves the performance of drill bits and other products utilizing certain synthetic diamond parts.
+Added: The Company previously sued several drill bit manufacturers for patent infringement and those lawsuits were resolved by a series of licensing agreements with various drill bit manufacturers.
+Added: To settle and end litigation or to avoid litigation, the licensees were provided access to the portfolio of leaching patents owned by the Company in exchange for a royalty payment, as defined in each license agreement.
+Added: The license agreements each provide that they terminate on the date of the last to expire of the patents in the licensed portfolio.
+Added: Having obtained the benefit of these licenses for more than a decade, all of the drill bit manufacturer licensees unilaterally stopped making royalty payments even though all of the patents in the portfolio have not expired.
+Added: These companies have asserted, among other reasons, that they are entitled to stop making these payments because they have not elected to manufacture products covered by the unexpired
+Added: Some of these companies stopped making payments after the expiration of what are allegedly the patents in the portfolio that they elected to use.
+Added: Others paid for some period of time after that date but have since stopped payment.
+Added: The Company believes that failure to pay the royalties is a breach of the license agreements at issue.
+Added: The Company is in litigation with most of the licensees seeking a judicial determination that it is entitled to be paid royalties pursuant to the terms of the licenses.
+Added: The parties’ legal filings to date can be found in two cases currently pending in the United States District Court for the Southern District of Texas:
+Added: Grant Prideco, Inc., et al.
+Added: Schlumberger Tech.
+Added: Corp., et al., No.
+Added: 4:23-cv-00730;
+Added: and Halliburton Energy Serv, Inc.
+Added: Grant Prideco, Inc., et al., No.
+Added: 4:23-cv-01789.
+Added: While the Company strongly believes that the royalties for which it has sued are due and owing pursuant to the terms of the licensing agreements, there is inherent risk with the related litigation and the Company makes no assurances as to the outcome of such litigation.
+Added: See Note 14 to the Consolidated Financial Statements for discussion of the financial impact of royalties.
+Added: The protection of intellectual property is important to the Company’s performance, and as such, an adverse result in the above dispute or any future dispute related to any of our intellectual property could result in materially adverse financial consequences such as a decline in sales of products protected by patents, which could materially and adversely impact our financial performance.
+Added: From time-to-time consumers of our products and services or members of our supply chain become involved in litigation, governmental investigations, internal investigations, political or other enforcement matters, or other dispute proceedings.
+Added: In such circumstances, such proceedings may adversely impact the ability of consumers of our products, entities providing financial support to such consumers or entities in the supply chain to timely perform their business plans or to timely perform under agreements with us.
+Added: We may, from time to time, become involved in these proceedings, at substantial cost to the Company.
The Company is exposed to customs and trade regulation risk in the countries in which we do business and countries from which or to which we import or export goods.
Such trade regulations can be complex and conflicting, as different countries use trade regulation to promote conflicting policy objectives.
−Removed: Compliance with these laws and regulations present challenges which could result in future liabilities (for example, when laws conflict between countries).
−Removed: The Company may face increased tariffs and trade costs, loss of revenue, loss of customers, increased costs, the need for renegotiation of agreements, and other business disruptions.
+Added: Compliance with these laws and regulations presents challenges which could result in future liabilities (for example, when laws conflict between countries).
+Added: The Company may face increased tariffs and trade costs, loss of revenue, loss of customers, fines, penalties, increased costs, the need for renegotiation of agreements, and other business disruptions.
+Added: Trade regulations, supply chain regulations, and other regulatory compliance in different jurisdictions may conflict with one another or with contractual terms with our various counterparties.
+Added: In such circumstances, our compliance with U.S.
+Added: laws and regulations may subject us to risk of fines, penalties, or contractual liability in other jurisdictions.
+Added: Our efforts to actively manage such risks may not always be successful and this could lead to negative impacts on revenue or earnings.
In addition, trade regulations, export controls, and other laws adversely impact our ability to do business in certain countries, e.g., Iran, Syria, Russia, China and Venezuela.
−Removed: In response to additional sanctions enacted by governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries as a result of active armed conflict in Ukraine, we ceased new investments in Russia and have curtailed our activities in Russia.
−Removed: During the third quarter of 2022, we sold our business in Belarus and committed to a plan to sell our business in Russia.
−Removed: The sale is subject to government approval under Russian law.
−Removed: 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.
−Removed: We also may incur severance costs as a result of conditions in Russia if we are unable to obtain government approval.
−Removed: Uncertainty arising from the COVID-19 pandemic continues to adversely impact many jurisdictions and disrupt normal economic activities.
−Removed: For example, lockdowns in China have disrupted supply chains for the Company’s vendors and products.
−Removed: The Company’s ability to manufacture equipment and perform services could also be impaired and the Company could be exposed to liabilities resulting from additional interruption or delay in its ability to perform due to limited manpower, travel restrictions, difficulty obtaining visas, adverse health consequences to employees, supply chain disruption, inflationary pressures, and materials shortages.
−Removed: The Company continues to see operational delays due to supply chain disruption and closure or limitations imposed on our facilities and work force regulations.
−Removed: We also face sometimes conflicting regulatory and legal regulations, for example, vaccine mandates and prohibitions of vaccine mandates.
−Removed: We may face loss of workers, labor shortages, litigation, fines and/or other adverse consequences resulting from vaccine mandates and enforcement of other COVID-19 regulations.
−Removed: Disputes may arise regarding application of force majeure contract provisions and allocation of responsibility among customers, the Company, and suppliers, resulting in material added cost and/or litigation.
+Added: In response to additional sanctions enacted by governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries as a result of active armed conflict in Ukraine, we ceased new investments in Russia and have curtailed our activities there.
+Added: During the third quarter of 2022, we sold our business in Belarus and entered into an agreement to sell our business in Russia.
+Added: The sale is subject to various government approvals in Russia and other jurisdictions.
+Added: The Russian government continues to enact new laws impacting the exit of western companies from Russia, including some instances of expropriation of western businesses.
+Added: We may incur additional costs as a result of conditions in Russia if we are unable to complete the transaction to sell our Russian business on the terms of the agreements.
+Added: Geopolitical events continue to pose supply chain risks even though the impacts of COVID-19 have largely dissipated .
+Added: The Company’s ability to manufacture equipment and perform services could be impaired from such disruptions and the Company could be exposed to liabilities resulting from additional interruption or delay in its ability to perform due to materials shortages, inflationary pressures, and limited manpower.
+Added: We may face loss of workers, labor shortages, litigation, fines and/or other adverse consequences resulting from ongoing labor impacts.
+Added: The combined impact of supply chain and labor market disruptions along with the inflationary impacts of pandemic monetary and regulatory policies could have material adverse impacts on our financial results.
+Added: Disputes may arise regarding application of force majeure and other contract provisions concerning allocation of responsibility among customers, the Company, and suppliers, resulting in material added cost and/or litigation.
Our customers may attempt to cancel or delay projects, cancel contracts, or may invoke force majeure clauses.
1 unchanged sentence
As a result, the Company may be exposed to additional costs, liabilities and risks which could materially adversely impact our financial performance and results.
−Removed: These potential operational and service delays resulting from the COVID-19 pandemic could result in contractual or other legal claims from our customers.
+Added: These potential operational and service delays could result in contractual or other legal claims from our customers.
At this time, it is not possible to quantify all these risks, but the combination of these factors could have a material impact on our financial results.
−Removed: Due to market conditions and ongoing concerns about the energy transition, demand for our products and services may decline.
−Removed: Legal restrictions on exploration and production may impede our customer’s ability to do business in certain jurisdictions.
−Removed: The political environment may adversely impact demand for hydrocarbons in different jurisdictions or world wide.
−Removed: The demand for energy may be constrained with adverse consequences for our customers and for the company.
NOV has authorized 1 billion shares of $ 0.01 par value common stock.
1 unchanged sentence
Cash dividends aggregated $ 79 million and $ 78 million for the years ended December 31, 2023 and 2022, respectively.
−Removed: The declaration and payment of future dividends is at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements and other factors deemed relevant by the Company’s Board of Directors.
+Added: The declaration and payment of future dividends is at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements and other factors deemed relevant by the Company’s Board of Directors.
Total compensation cost that has been charged against income for all share-based compensation arrangements was $ 66 million, $ 67 million and $ 78 million for 2023, 2022 and 2021 , respectively.
The total income tax benefit recognized before consideration of valuation allowance in the consolidated statements of income for all share-based compensation arrangements was $ 7 million, $ 3 million and $ 2 million for 2023, 2022 and 2021, respectively.
−Removed: The Company’s stock-based compensation plan, known as the NOV Inc.
−Removed: Long-Term Incentive Plan (the “NOV Plan”), was approved by shareholders on May 11, 2018 and amended and restated on May 24, 2022.
+Added: The Company’s stock-based compensation plan, known as the NOV Inc.
+Added: Long-Term Incentive Plan (the “NOV Plan”), was approved by shareholders on May 11, 2018 and amended and restated on May 24, 2022.
The NOV Plan provides for the granting of stock options, restricted stock, restricted stock units, performance awards, phantom shares, stock appreciation rights, stock payments and substitute awards.
3 unchanged sentences
The Company also has outstanding awards under its other stock-based compensation plan known as the National Oilwell Varco, Inc.
−Removed: Long-Term Incentive Plan (the “Plan”), however the Company is no longer granting new awards under the Plan.
−Removed: The Plan provides for the granting of stock options, performance-based share awards, restricted stock, phantom shares, stock payments and stock appreciation rights (“SARs”).
+Added: Long-Term Incentive Plan (the “Plan”), however the Company is no longer granting new awards under the Plan.
+Added: The Plan provides for the granting of stock options, performance-based share awards, restricted stock, phantom shares, stock payments and stock appreciation rights (“SARs”).
The number of shares authorized under the Plan is 69.4 million.
21 unchanged sentences
The weighted-average fair value of options granted during 2023, 2022 and 2021 , was approximately $ 9.75 , $ 6.28 , and $ 5.75 per share, respectively, as determined using the Black-Scholes option-pricing model.
−Removed: The total intrinsic value of options exercised during 2022 and 2021 was $ 1 million and zero , respectively.
+Added: The total intrinsic value of options exercised was $ 1 million during 2023 and 2022.
The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables.
20 unchanged sentences
Cash received from option exercises for 2023 was $ 4 million.
−Removed: Cash received from option exercises in 2021 and 2020 was zero .
−Removed: The actual tax benefit (expense) realized for the tax deductions from option exercises was zero for in 2022, 2021, and 2020.
+Added: Cash received from option exercises was $ 2 million and zero in 2022 and 2021 , respectively.
+Added: The actual tax benefit (expense) realized for the tax deductions from share based compensation was zero in 2023, 2022, and 2021.
Stock Appreciation Rights
−Removed: On December 20, 2017, the Company made a tender offer to exchange SARs issued to certain employees on February 24, 2016 (“2016 SARs”) for cash, amended SARs, and new stock options.
−Removed: The transaction was structured to provide the employees an equal long-term incentive compensation value, while alleviating volatility in the Company’s earnings caused by required mark-to-market accounting on outstanding SARS.
+Added: On December 20, 2017, the Company made a tender offer to exchange SARs issued to certain employees on February 24, 2016 (“2016 SARs”) for cash, amended SARs, and new stock options.
+Added: The transaction was structured to provide the employees an equal long-term incentive compensation value, while alleviating volatility in the Company’s earnings caused by required mark-to-market accounting on outstanding SARS.
Of the outstanding 2016 SARs, 94.75 % were exchanged resulting in a total cash payment of $ 14 million and granting of 3,613,707 new stock options on the exchange date with an exercise price of $ 34.32 and a fair value of $ 8.47 , with vesting matched to the exchanged 2016 SARs.
14 unchanged sentences
The 2023 PSAs can be earned based on performance against two established goals over a three-year period :
−Removed: 85 % with a TSR (total shareholder return) goal and 15 % with an internal NVA (“NOV Value Added”, a return on capital metric) goal.
−Removed: TSR performance is determined by comparing the Company’s TSR with the TSR of the members of the Philadelphia Stock Exchange’s Oil Services Sector Index (OSX) for the three-year performance period.
−Removed: The TSR portion of the performance share awards is subject to a vesting cap equal to 100% of Target Level if the Company’s absolute TSR is negative, regardless of relative TSR results.
−Removed: Conversely, if the Company’s absolute TSR is greater than 15% annualized over the three-year performance period the payout amount shall not be less than 50% of Target Level, regardless of relative TSR results.
−Removed: The NVA goal is based on the Company’s improvement in NVA from the beginning of the performance period until the end of the performance period.
−Removed: NVA is calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets, with certain adjustments.
+Added: 85 % with a TSR (total shareholder return) goal and 15 % with an internal NVA (“NOV Value Added”, a return on capital metric) goal.
+Added: TSR performance is determined by comparing the Company’s TSR with the TSR of the members of the Philadelphia Stock Exchange’s Oil Services Sector Index (OSX) for the three-year performance period.
+Added: The TSR portion of the performance share awards is subject to a vesting cap equal to 100% of Target Level if the Company’s absolute TSR is negative, regardless of relative TSR results.
+Added: Conversely, if the Company’s absolute TSR is greater than 15% annualized over the three-year performance period the payout amount shall not be less than 50% of Target Level, regardless of relative TSR results.
+Added: The NVA goal is based on the Company’s improvement in NVA from the beginning of the performance period until the end of the performance period.
+Added: NVA is calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets, with certain adjustments.
On May 17, 2023 the Company granted 84,000 restricted stock units with a fair value of $ 15.00 per share.
29 unchanged sentences
Balance at December 31, 2023
+Added: Royalty Revenue
+Added: The Company recognizes royalty revenue due under various licenses for the Company's intellectual property, including for technology related to drill bits.
+Added: The Company accrued revenue for drill bit licenses of approximately $ 78 million and $ 80 million for years ended December 31, 2023 and 2022, respectively.
+Added: As previously disclosed above, the Company is currently pursuing litigation against certain non-paying licensees, which will impact our ability to collect the receivables timely.
+Added: As such, during the fourth quarter of 2023, the Company reclassified the royalty receivables from short-term to long-term, recognizing a non-cash discount charge of approximately $ 25 million to reflect the delayed timing of future cash collection.
+Added: As of December 31, 2023, the receivables of $ 72 million, net of related allowances for credit losses of $ 9 million and $ 22 million for the remaining timing related discount, are included in Other Assets on the Consolidated Balance Sheets.
+Added: These GAAP adjustments do not impact the amount the Company is entitled to recover on its claims from the licensees in litigation.
+Added: While we continue to believe it is probable the Company will collect all or substantially all of the consideration to which it is entitled pursuant to the terms of the licensing agreements, the Company will also continue to evaluate the credit quality of the receivables in accordance with the policy described in Note 2.
+Added: Also see Note 12 to the Consolidated Financial Statements for discussion of the ongoing litigation.
+Added: Allowance for Credit Losses
+Added: The Company estimates its allowance for credit losses using information about past events, current conditions and risk characteristics of each customer, and reasonable and supportable forecasts relevant to assessing risk associated with the collectability of receivables and contract assets.
+Added: See Note 2 to the Consolidated Financial Statements for discussion of credit risk.
+Added: As of December 31, 2023 , the allowance for credit losses totaled $ 72 million.
+Added: The changes in the carrying amount of the allowance for credit losses are as follows (in millions):
+Added: Balance at December 31, 2022
+Added: Provision for expected credit losses
+Added: Recoveries collected
+Added: Balance at December 31, 2023
The domestic and foreign components of income (loss) before income taxes were as follows (in millions):
Year Ended December 31,
−Removed: The components of the provision for income taxes consisted of (in millions):
+Added: The components of the provision (benefit) for income taxes consisted of (in millions):
Year Ended December 31,
1 unchanged sentence
Total deferred income tax provision
−Removed: Total income tax provision
−Removed: The difference between the effective tax rate reflected in the provision for income taxes and the U.S.
+Added: Total income tax provision (benefit)
+Added: The difference between the effective tax rate reflected in the provision (benefit) for income taxes and the U.S.
federal statutory rate was as follows (in millions):
3 unchanged sentences
Foreign income tax rate differential
−Removed: Goodwill impairment
−Removed: Reduction of FTC carryforwards
−Removed: Tax Benefit from CARES Act
Change in deferred tax valuation allowance
Nondeductible expenses
−Removed: Foreign dividends, net of foreign tax credits
+Added: Foreign inclusions, net of foreign tax credits
Change in uncertain tax positions
−Removed: State income taxes - net of federal benefit
+Added: Withholding taxes
Income tax credits
−Removed: Total income tax provision
+Added: Total income tax provision (benefit)
The effective tax rate for the year ended December 31, 2023 was ( 60.9 %), compared to 34.9 % for 2022.
−Removed: For the year-ended 2022, the effective tax rate was negatively impacted by current year losses in certain jurisdictions with no tax benefit, partially offset by favorable adjustments related to foreign currency translation gains and the utilization of losses and tax credits for prior year tax returns.
−Removed: For the year ended December 31, 2021 the effective tax rate was negatively impacted by losses in certain jurisdictions with no tax benefit, partially offset by favorable adjustments related to utilization of losses and tax credits for prior year tax returns.
+Added: For the year-ended 2023 , the effective tax rate was favorably impacted by the release of $ 485 million in valuation allowances in numerous jurisdictions.
+Added: During the fourth quarter of 2023, the Company determined it was more likely than not the Company would be able to realize the benefit of a substantial portion of the deferred tax assets in the United States and the majority of its other international jurisdictions.
+Added: In reaching this determination, the Company considered the growing trend of profitability over the last three years, particularly in the United States, as well as expectations regarding the generation of future taxable income and the sources of future taxable income.
+Added: As a result of this analysis, the Company recognized a discrete tax benefit related to the release of valuation allowances of $ 299 million in the United States and $ 186 million outside the United States.
+Added: As of December 31, 2023, the Company continues to maintain a valuation allowance of $ 346 million primarily related to foreign tax credit carryforwards in the United States and deferred tax assets in certain other jurisdictions due to several factors, including specific jurisdictions in which the Company does not project to generate sufficient future taxable income to realize all or a portion of its deferred tax assets specific to that jurisdiction;
+Added: the specific nature and timing of future taxable income required to realize certain tax credit carryforwards, most notably U.S.
+Added: foreign tax credits;
+Added: and the timing of expiration of certain tax credit carryforwards.
+Added: The effective tax rate was also favorably impacted by adjustments related to utilization of losses and tax credits for current and prior year tax returns, partially offset by current year losses in certain jurisdictions with no tax benefit.
+Added: For the year ended December 31, 2022 the effective tax rate was negatively impacted by losses in certain jurisdictions with no tax benefit, partially offset by favorable adjustments related to the foreign currency translation gains and the utilization of losses and tax credits for prior year tax returns.
Significant components of our deferred tax assets and liabilities were as follows (in millions):
13 unchanged sentences
Total deferred tax liabilities
−Removed: Net deferred tax liability
+Added: Net deferred tax asset (liability)
The valuation allowance decreased by $ 574 million during 2023 .
−Removed: This decrease is comprised of $ 128 million due to the expiration of foreign tax credit carryforwards in the US, $ 62 million for the removal of deferred tax assets for operations in Russia and Belarus, $ 25 million to remove other forfeited NOLs resulting from legal entity mergers and dissolutions, $ 13 million related to FX and $ 3 million related to changes in Other Comprehensive Income, partially offset by an increase of $ 24 million related to current year changes in the carrying value of deferred tax assets.
+Added: This decrease is comprised of $ 485 million due to the Company’s evaluation of the realizability of deferred tax assets based on future projections of taxable income, $ 68 million related to utilized NOLs and other timing differences in the United States, $ 8 million related to utilized NOLs in foreign jurisdictions, $ 7 million related to foreign currency exchange rate changes, and $ 6 million related to current year changes in the carrying value of deferred tax assets.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
Unrecognized tax benefit at beginning of year
+Added: Gross increase for tax position in current year
Gross increase for tax positions in prior years
5 unchanged sentences
Accruals related to prior year domestic and foreign jurisdiction issues resulted in uncertain tax position increases of $ 19 million in 2023 .
−Removed: Resolutions of domestic and foreign jurisdiction audits resulted in a $ 1 million decrease in uncertain tax provisions for both the years ended December 31, 2022 and 2021.
−Removed: Substantially all of the unrecognized tax benefits, if ultimately realized, would be recorded as a benefit to the effective tax rate.
+Added: Resolutions of domestic and foreign jurisdiction audits resulted in a $ 4 million and $ 1 million decrease in uncertain tax provisions for the years ended December 31, 2023 and 2022, respectively.
+Added: Substantially all of the unrecognized tax benefits, if ultimately realized, would be recorded as a reduction to income tax expense in the period realized.
The Company does not anticipate any material change within the next twelve months due to settlements and conclusions of tax examinations.
−Removed: To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts have been classified as a component of income tax expense in the financial statements consistent with the Company’s policy.
+Added: To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts have been classified as a component of income tax expense in the financial statements consistent with the Company’s policy.
For the years ended December 31, 2023, 2022 and 2021, we recorded income tax expense of $ 5 million, $ 8 million and $ 8 million, respectively, for interest and penalty related to unrecognized tax benefits.
11 unchanged sentences
Tax Effected NOL
−Removed: The Company has $ 273 million of excess foreign tax credits in the United States as of December 31, 2022 , of which $ 144 million, $ 96 million, $ 12 million, $ 11 million, and $ 10 million will expire in 2027, 2028, 2030, 2031, and 2032 respectively.
+Added: The Company has $ 277 million of excess foreign tax credits in the United States as of December 31, 2023 , of which $ 145 million, $ 92 million, $ 12 million, $ 11 million, and $ 10 million and $ 7 million will expire in 2027, 2028, 2030, 2031, 2032 and 2033 respectively.
As of December 31, 2023 , the Company has remaining tax-deductible goodwill of $ 70 million, resulting from acquisitions.
The amortization of this goodwill is deductible over various periods ranging up to 8 years.
−Removed: Business Segments.
−Removed: and Geographic Areas
−Removed: The Company’s operations are organized into three operating segments:
+Added: Business Segments and Geographic Areas
+Added: The Company’s operations are organized into three operating segments:
Wellbore Technologies, Completion & Production Solutions and Rig Technologies.
Wellbore Technologies
−Removed: The Company’s Wellbore Technologies segment designs, manufactures, rents, and sells a variety of equipment and technologies used to perform drilling operations, and offers services that optimize their performance, including:
−Removed: solids control and waste management equipment and services;
−Removed: portable power generation;
−Removed: drilling optimization and automation services;
−Removed: tubular inspection, repair and coating services;
−Removed: instrumentation;
−Removed: measuring and monitoring;
−Removed: downhole and fishing tools;
−Removed: steerable technologies;
−Removed: and drill bits.
+Added: The Company’s Wellbore Technologies segment designs, manufactures, rents, and sells a variety of equipment and technologies used to perform drilling operations, and offers services that optimize their performance, including:
+Added: solids control and waste management equipment and services, managed pressure drilling, drilling fluids, premium drillpipe, wired pipe, drilling optimization services, tubular inspection and coating services, instrumentation, downhole tools, and drill bits.
Wellbore Technologies focuses on oil and gas companies and supports drilling contractors, oilfield service companies, and oilfield equipment rental companies.
−Removed: Demand for the segment’s products and services depends on the level of oilfield drilling activity by oil and gas companies, drilling contractors, and oilfield service companies.
+Added: Demand for the segment’s products and services depends on the level of oilfield drilling activity by oil and gas companies, drilling contractors, and oilfield service companies.
Completion & Production Solutions
−Removed: The Company’s Completion & Production Solutions segment integrates technologies for well completions and oil and gas production.
−Removed: The segment designs, manufactures, and services equipment and technologies needed for hydraulic fracture stimulation, including downhole multistage fracturing tools, pressure pumping trucks, blenders, sanders, hydration units, injection units, flowline, and manifolds;
+Added: The Company’s Completion & Production Solutions segment integrates technologies for well completions and oil and gas production.
+Added: The segment designs, manufactures, and integrates technologies for well completions, oil and gas production, and industrial markets.
+Added: This includes equipment and technologies needed for hydraulic fracture stimulation, including pressure pumping trucks, blenders, sanders, hydration units, injection units, flowline, and manifolds;
well intervention, including coiled tubing units, coiled tubing, and wireline units and tools;
−Removed: well construction, including premium connections and liner hangers;
−Removed: onshore production, including composite pipe, surface transfer and progressive cavity pumps, and artificial lift systems;
−Removed: and, offshore production, including floating production systems and subsea production technologies.
−Removed: The segment also manufactures industrial pumps and mixers.
+Added: cementing products for pumping, mixing, transport, and storage;
+Added: onshore production, including fluid processing, composite pipe, surface transfer and progressive cavity pumps, and artificial lift systems;
+Added: and offshore production, including integrated production systems and subsea production technologies.
Completion & Production Solutions supports service companies and oil and gas companies.
−Removed: Demand for the segment’s products depends on the level of oilfield completions and workover activity by oilfield service companies and drilling contractors, and capital spending plans by oil and gas companies and oilfield service companies.
+Added: Demand for the segment’s products depends on the level of oilfield completions and workover activity by oilfield service companies and drilling contractors, and capital spending plans by oil and gas companies and oilfield service companies.
The segment also designs and manufactures equipment for industrial markets.
2 unchanged sentences
Rig Technologies
−Removed: The Company’s Rig Technologies segment manufactures and supports the capital equipment and integrated systems needed to drill oil and gas wells on land and offshore as well as other marine-based markets, including offshore wind vessels.
+Added: The Company’s Rig Technologies segment manufactures and supports the capital equipment and integrated systems needed to drill oil and gas wells on land and offshore as well as other marine-based markets, including offshore wind vessels.
The segment designs, manufactures and sells land rigs, offshore drilling equipment packages, including installation and commissioning services, and drilling rig components that mechanize and automate the drilling process and rig functionality.
10 unchanged sentences
and pipelay and construction systems.
−Removed: The segment also provides spare
−Removed: parts, repair, and rentals as well as comprehensive remote equipment monitoring, technical support, field service, and customer training through an extensive network of aftermarket service and repair facilities strategically located in major areas of drilling operations around the world.
+Added: The segment also provides spare parts, repair, and rentals as well as comprehensive remote equipment monitoring, technical support, field service, and customer training through an extensive network of aftermarket service and repair facilities strategically located in major areas of drilling operations around the world.
Rig Technologies supports land and offshore drillers.
−Removed: Demand for the segment’s products depends on drilling contractors’
−Removed: and oil and gas companies’
−Removed: capital spending plans, specifically capital expenditures on rig construction and refurbishment;
−Removed: and secondarily on the overall level of oilfield drilling activity, which drives demand for spare parts, service, and repair for the segment’s large installed base of equipment.
+Added: Demand for the segment’s products depends on drilling contractors’ and oil and gas companies’ capital spending plans, specifically capital expenditures on rig construction and refurbishment;
+Added: and secondarily on the overall level of oilfield drilling activity, which drives demand for spare parts, service, and repair for the segment’s large installed base of equipment.
The segment also designs and builds equipment for wind turbine installation companies, where demand is dependent on global investment into offshore wind energy developments.
6 unchanged sentences
Other Countries
−Removed: The following table presents plant, property and equipment by country based on the location (in millions):
+Added: The following table presents net property, plant and equipment by country based on the location (in millions):
United States
10 unchanged sentences
December 31, 2023
−Removed: Operating profit (loss) (2)
+Added: Operating profit (2)
Capital expenditures
1 unchanged sentence
December 31, 2022
−Removed: Operating profit (loss) (2)
+Added: Operating profit (2)
Capital expenditures
1 unchanged sentence
December 31, 2021
−Removed: Operating profit (loss) (2)
+Added: Operating profit
Capital expenditures
7 unchanged sentences
(2) Segment operating profit for 2023 includes charges, net of related credits, for:
−Removed: Russia impairment and other charges (Wellbore Technologies $ 60 million;
+Added: voluntary early retirement program (VERP) (Wellbore Technologies $ 19 million;
Completion & Production Solutions $ 18 million;
and, Rig Technologies $ 11 million);
−Removed: credits related to gains on sales of previously reserved inventory (Wellbore Technologies zero ;
−Removed: Completion & Production Solutions $( 8 ) million;
+Added: non-cash discount charge on royalty receivables (Wellbore Technologies $ 25 million);
+Added: credits related to gains on sales of previously reserved inventory (Completion & Production Solutions $( 2 ) million;
and, Rig Technologies $( 18 ) million);
−Removed: and severance and other restructuring costs (Wellbore Technologies zero ;
−Removed: Completion & Production Solutions $ 5 million;
+Added: credit related to release of an earnout accrual (Rig Technologies $ 25 million);
+Added: and severance and other restructuring costs (Completion & Production Solutions $ 10 million;
and, Rig Technologies $ 1 million).
−Removed: Segment operating loss for 2021 includes charges, net of related credits, for:
−Removed: inventory write-downs net of gains on sales of previously reserved inventory (Wellbore Technologies $( 2 ) million;
+Added: Segment operating profit for 2022 includes charges, net of related credits, for:
+Added: Russia impairment and other charges (Wellbore Technologies $ 60 million;
Completion & Production Solutions $ 39 million;
and, Rig Technologies $ 24 million);
−Removed: and severance and other restructuring costs (Wellbore Technologies $ 32 million;
−Removed: Completion & Production Solutions $ 12 million;
+Added: credits related to gains on sales of previously reserved inventory (Completion & Production Solutions $( 8 ) million;
and, Rig Technologies $( 27 ) million);
−Removed: Impairment and Other Charges
−Removed: Beginning February 2022, as a result of armed conflict in Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries have enacted sanctions against Russia and Russian interests.
−Removed: Among other things, these sanctions include 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.
−Removed: They also impose restrictions on doing business with specially designated nationals, including certain state-owned Russian customers, certain financial institutions and certain individuals and restrict or prohibit new investments and business activities in Russia.
−Removed: As previously disclosed, in response to these sanctions, the Company ceased new investments and curtailed our activities in Russia.
+Added: and severance and other restructuring costs (Completion & Production Solutions $ 5 million;
+Added: and, Rig Technologies $ 3 million).
+Added: Impairment and Other Items
+Added: We recorded $ 51 million in other items for the year ended December 31, 2023, of which $ 52 million related to charges related to the VERP, $ 25 million related to a non-cash discount charge on royalty receivables, offset by credits related to the release of an earnout accrual of $ 25 million, and credits related to gains on sales of previously reserved inventory of $ 20 million.
+Added: The other items are reported in "Cost of revenue" ($ 10 million for the year ended December 31, 2023) and "Selling, general and administrative" ($ 41 million for the year ended December 31, 2023) in our Consolidated Statement of Income (Loss).
+Added: As previously disclosed, in response to sanctions against Russia and Russian interests, the Company ceased new investments and curtailed our activities in Russia.
Further, during the third quarter of 2022, the Company sold its business in Belarus and committed to a plan to sell its businesses in Russia.
The sale is subject to government approval under Russian law.
−Removed: As a result of these actions, we recorded $ 127 million in impairment and other charges for the year ended December 31, 2022, of which $ 51 million relates to accumulated foreign currency translation adjustment losses for Russia and Belarus.
−Removed: The impairment and other charges are reported in “Cost of revenue”
−Removed: ($ 76 million for the year ended December 31, 2022) and “Selling, general and administrative”
−Removed: ($ 51 million for the year ended December 31, 2022) in our Consolidated Statements of Income (Loss).
−Removed: As of December 31, 2022, all our Russian assets and liabilities were classified as held for sale and reported in “Prepaid and Other Current Assets”
−Removed: and “Accrued Liabilities”, respectively, in our Consolidated Balance Sheet.
We expect to complete the sale of our Russian entities within the next 12 months, subject to regulatory approval.
+Added: For the years ended December 31, 2023 and 2022, all our Russian assets and liabilities were classified as held for sale and reported in “Prepaid and Other Current Assets” and “Accrued Liabilities”, respectively, in our Consolidated Balance Sheet.
+Added: We recorded $ 114 million in other items for the year ended December 31, 2022, of which $ 127 million relates to impairments for Russia and Belarus.
+Added: The other items are reported in "Cost of revenue" ($ 63 million for the year ended December 31, 2022) and "Selling, general and administrative" ($ 51 million for the year ended December 31, 2022) in our Consolidated Statement of Income (Loss).
+Added: Subsequent Event
+Added: In an effort to drive further operational and financial efficiencies, the Company announced plans to consolidate its operational structure into two segments, Energy Equipment and Energy Products and Services.
+Added: NOV’s new operational structure became effective January 1, 2024.
+Added: The Company plans to begin reporting the new segment information beginning in the first quarter of 2024.
+Added: Subsequent to year end, NOV completed the acquisition of Extract, a leading provider of artificial lift technologies and services.
+Added: Extract’s reputation for market-leading customer service and focus on maximizing run-time of electric submersible pumps has established the company as a key partner for operators looking to maximize the economic returns of their assets.
VALUATION AND QUALIFYING ACCOUNTS
1 unchanged sentence
(in millions)
−Removed: Allowance for credit losses:
Reserve for excess and obsolete inventories:
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.