NOV Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (i) Evaluation of disclosure controls and procedures 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. 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. Pursuant to section 302 of the Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial Officer have provided certain certifications to the Securities and Exchange Commission. These certifications are included herein as Exhibits 31.1 and 31.2. (ii) Internal Control Over Financial Reporting (a) Management’s annual report on internal control over financial reporting. 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 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. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. 47 PART III ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE Incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders. ITEM 11. EXECUTI VE COMPENSATION Incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders. Securities Authorized for Issuance Under Equity Compensation Plans. The following table sets forth information as of our fiscal year ended December 31, 2023, with respect to compensation plans under which our common stock may be issued: Number of securities Weighted-average Number of securities to be issued upon exercise price of remaining available for equity exercise of warrants outstanding compensation plans (excluding and rights rights securities reflected in column (a)) ('c') Plan Category (a) (b) (1) Equity compensation plans approved by security holders 19,975,103 $ 38.85 12,893,863 Equity compensation plans not approved by security holders — — — Total 19,975,103 $ 38.85 12,893,863 (1) Shares could be issued through equity instruments other than stock options, warrants or rights. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOU NTING FEES AND SERVICES Incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders. 48 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Financial Statements and Exhibits (1) Financial Statements The following financial statements are presented in response to Part II, Item 8: Page Consolidated Balance Sheets 57 Consolidated Statements of Income (Loss ) 58 Consolidated Statements of Comprehensive Income (Loss) 59 Consolidated Statements of Cash Flows 60 Consolidated Statements of Stockholders’ Equity 61 Notes to Consolidated Financial Statements 62 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. Their consent appears in Exhibit 23.1 of this Form 10-K. (2) Financial Statement Schedule Schedule II – Valuation and Qualifying Accounts 90 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. (3) Exhibits 3.1 Seventh Amended and Restated Certificate of Incorporation of NOV Inc. (Exhibit 3.1) (1) 3.2 Amended and Restated By-laws of NOV Inc. (Exhibit 3.1) (2) 4.1 Description of Securities (3) 4.2 Indenture, dated November 15, 2012, between National Oilwell Varco, Inc. and U.S. Bank National Association. (Exhibit 4.1) (4) 4.3 Third Supplemental Indenture, dated November 20, 2012, between National Oilwell Varco, Inc. and U.S. Bank National Association. (Exhibit 4.6) (4) 4.4 Fourth Supplemental Indenture, dated November 14, 2019, between National Oilwell Varco, Inc. and Wells Fargo Bank, National Association, as successor trustee. (Exhibit 4.2) (5) 10.1 Credit Agreement, dated as of June 27, 2017, among National Oilwell Varco, Inc., the financial institutions signatory thereto, including Wells Fargo Bank, N.A., in its capacity, among others, as Administrative Agent, Co-Lead Arranger and Joint Book Runner (Exhibit 3.1) (6) 10.2 Amendment No. 1 to Credit Agreement, dated as of October 30, 2019 (7) 10.3 Amendment No. 2 to Credit Agreement, dated as of March 10, 2023 (Exhibit 10.2) (8) 10.4 NOV Inc. Long-Term Incentive Plan, as amended and restated. (9)* 10.5 Form of Employee Stock Option Agreement. (Exhibit 10.1) (10)* 10.6 Form of Non-Employee Director Stock Option Agreement. (Exhibit 10.2) (10)* 10.7 Form of Performance-Based Restricted Stock. (18 Month) Agreement (Exhibit 10.1) (11)* 10.8 Form of Performance-Based Restricted Stock. (36 Month) Agreement (Exhibit 10.2) (11)* 10.9 Form of Performance Award Agreement (Exhibit 10.1) (12)* 49 10.10 Form of Executive Employment Agreement. (Exhibit 10.1) (13)* 10.11 Form of Executive Severance Agreement. (Exhibit 10.2) (14)* 10.12 Form of Employee Nonqualified Stock Option Grant Agreement (15)* 10.13 Form of Restricted Stock Agreement (15)* 10.14 Form of Performance Award Agreement (15)* 10.15 Form of Employee Nonqualified Stock Option Grant Agreement (2019) (16)* 10.16 Form on Restricted Stock Agreement (2019) (16)* 10.17 Form of Performance Award Agreement (2019) (16)* 10.18 Form of Performance Award Agreement (2020) (17)* 10.19 Form of Performance Award Agreement (2021) (18)* 10.20 Form of Employee Nonqualified Stock Option Grant Agreement (2022) (19)* 10.21 Form of Restricted Stock Unit Agreement (2022) (19)* 10.22 Form of Performance Award Agreement (2022) (19)* 10.23 Form of Performance Award Agreement (2023) (Exhibit 10.1) (8)* 10.24 NOV Inc. Retirement Policy for Equity Awards (Exhibit 10.1) (20)* 10.25 Form of Non-Employee Director Restricted Stock Unit Agreement (2022) (21)* 10.26 Form of Indemnification Agreement (Exhibit 10.1) (1) 10.27 Single Premium Guaranteed Annuity Contract Purchase Agreement, dated February 14, 2023. (22) 21.1 Subsidiaries of the Registrant (23) 23.1 Consent of Ernst & Young LLP. (23) 24.1 Power of Attorney. (included on signature page hereto) (23) 31.1 Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (23) 31.2 Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (23) 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (24) 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (24) 95 Mine Safety Information pursuant to section 1503 of the Dodd-Frank Act. (23) 97 Compensation Recovery Policy. (23) 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Compensatory plan or arrangement for management or others. (1) Filed as an Exhibit to our Current Report on Form 8-K filed on May 18, 2023. (2) Filed as an Exhibit to our Current Report on Form 8-K filed on February 28, 2023. 50 (3) Filed as an Exhibit to our Annual Report on Form 10-K filed on February 12, 2021. (4) Filed as an Exhibit to our Current Report on Form 8-K filed on November 20, 2012. (5) Filed as an Exhibit to our Current Report on Form 8-K filed on November 19, 2019. (6) Filed as an Exhibit to our Current Report on Form 8-K filed on June 28, 2017. (7) Filed as an Exhibit to our Current Report on Form 8-K filed on November 4, 2019. (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. (10) Filed as an Exhibit to our Current Report on Form 8-K filed on February 23, 2006. (11) Filed as an Exhibit to our Current Report on Form 8-K filed on March 27, 2007. (12) Filed as an Exhibit to our Current Report on Form 8-K filed on March 27, 2013. (13) Filed as an Exhibit to our Current Report on Form 8-K filed on December 4, 2023. (14) Filed as an Exhibit to our Current Report on Form S-K filed on November 21, 2014. (15) Filed as an Exhibit to our Current Report on Form 8-K filed on February 26, 2016. (16) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on April 26, 2019. (17) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on April 28, 2020. (18) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on April 28, 2021. (19) Filed as an Exhibit to our Current Report on Form 8-K filed on February 22, 2022. (20) Filed as an Exhibit to our Current Report on Form 8-K filed on July 12, 2022. (21) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on July 28, 2022. (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. (24) Furnished with this Form 10-K.. We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4) (iii), to furnish to the U.S. Securities and Exchange Commission, upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith. 51 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOV INC. Dated: February 14, 2024 By: /s/ CLAY C. WILLIAMS Clay C. Williams Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each person whose signature appears below in so signing, constitutes and appoints Clay C. Williams and Jose A. Bayardo, and each of them acting alone, his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to this report, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his/her substitute or substitutes may do or cause to be done by virtue hereof. Signature Title Date /s/ CLAY C. WILLIAMS Clay C. Williams Chairman, President and Chief Executive Officer February 14, 2024 /s/ JOSE A. BAYARDO Jose A. Bayardo Senior Vice President and Chief Financial Officer February 14, 2024 /s/ CHRISTY H. NOVAK Christy H. Novak Vice President, Corporate Controller and Chief Accounting Officer February 14, 2024 /s/ GREG L. ARMSTRONG Director February 14, 2024 Greg L. Armstrong /s/ MARCELA E. DONADIO Director February 14, 2024 Marcela E. Donadio /s/ BEN A. GUILL Director February 14, 2024 Ben A. Guill /s/ DAVID D. HARRISON Director February 14, 2024 David D. Harrison /s/ ERIC L. MATTSON Director February 14, 2024 Eric L. Mattson /s/ PATRICIA B. MELCHER Director February 14, 2024 Patricia B. Melcher /s/ WILLIAM R. THOMAS Director February 14, 2024 William R. Thomas /s/ ROBERT S. WELBORN Director February 14, 2024 Robert S. Welborn 52 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING NOV Inc.’s management is responsible for establishing and maintaining adequate internal control over financial reporting. 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. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 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. Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. 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. /s/ Clay C. Williams Clay C. Williams Chairman, President and Chief Executive Officer /s/ Jose A. Bayardo Jose A. Bayardo Senior Vice President and Chief Financial Officer Houston, Texas February 14, 2024 53 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of NOV Inc. Opinion on Internal Control Over Financial Reporting 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. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 14, 2024, expressed an unqualified opinion thereon. Basis for Opinion 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. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting 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. 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 company; (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; 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Houston, Texas February 14, 2024 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of NOV Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NOV Inc. (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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'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), and our report dated February 14, 2024, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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 Description of the Matter As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue over time for certain long-term construction contracts using an input method described as the cost-to-cost approach to determine the extent of progress towards completion of performance obligations. Under the cost-to-cost approach, the determination of the progress towards completion requires management to prepare estimates of the costs to complete. 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. 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. 55 How We Addressed the Matter in Our Audit 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. 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. 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; attending selected project review meetings; performing observations of select projects to observe progress; and performing lookback analyses to historical actual costs to assess management’s ability to estimate. Measurement of the valuation allowance against deferred tax assets Description of the Matter 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. As of December 31, 2023, the Company had a valuation allowance of $346 million recorded against gross deferred tax assets of $983 million. During the year, the Company emerged from a three-year cumulative loss position and released $485 million of previously recorded valuation allowance. 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. 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. How We Addressed the Matter in Our Audit 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. 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; (ii) utilizing tax resources with appropriate knowledge of jurisdictional laws and regulations; (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 We have served as the Company’s auditor since at least 1995, but we are unable to determine the specific year. Houston, Texas February 14, 2024 56 NOV INC. CONSOLIDATED B ALANCE SHEETS (In millions, except share data) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 816 $ 1,069 Receivables, net 1,905 1,739 Inventories, net 2,151 1,813 Contract assets 739 685 Prepaid and other current assets 229 187 Total current assets 5,840 5,493 Property, plant and equipment, net 1,865 1,781 Lease right-of-use assets, operating 372 346 Lease right-of-use assets, financing 172 171 Deferred income taxes 488 — Goodwill 1,562 1,505 Intangibles, net 450 490 Investment in unconsolidated affiliates 211 117 Other assets 334 232 Total assets $ 11,294 $ 10,135 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 904 $ 906 Accrued liabilities 870 959 Contract liabilities 532 444 Current portion of lease liabilities 94 87 Current portion of long-term debt 13 13 Accrued income taxes 22 28 Total current liabilities 2,435 2,437 Long-term debt 1,712 1,717 Lease liabilities 558 549 Deferred income taxes 70 68 Other liabilities 277 230 Total liabilities 5,052 5,001 Commitments and contingencies Stockholders’ equity: Common stock - par value $ .01 ; 1 billion shares authorized; 393,945,659 and 392,832,752 shares issued and outstanding at December 31, 2023 and December 31, 2022 4 4 Additional paid-in capital 8,812 8,754 Accumulated other comprehensive loss ( 1,493 ) ( 1,593 ) Retained deficit ( 1,155 ) ( 2,069 ) Total Company stockholders' equity 6,168 5,096 Noncontrolling interests 74 38 Total stockholders’ equity 6,242 5,134 Total liabilities and stockholders’ equity $ 11,294 $ 10,135 The accompanying notes are an integral part of these statements. 57 NOV INC. CONSOLIDATED STATEMEN TS OF INCOME (LOSS) (In millions, except per share data) Year Ended December 31, 2023 2022 2021 Revenue Sales $ 5,775 $ 4,873 $ 3,769 Services 1,789 1,482 1,114 Rental 1,019 882 641 Total 8,583 7,237 5,524 Cost of revenue Sales 4,798 4,146 3,369 Services 1,367 1,186 951 Rental 585 571 430 Total 6,750 5,903 4,750 Gross profit 1,833 1,334 774 Selling, general and administrative 1,182 1,070 908 Operating profit (loss) 651 264 ( 134 ) Interest and financial costs ( 88 ) ( 78 ) ( 77 ) Interest income 28 19 9 Equity income (loss) in unconsolidated affiliates 119 68 ( 5 ) Other expense, net ( 98 ) ( 35 ) ( 23 ) Income (loss) before income taxes 612 238 ( 230 ) Provision (benefit) for income taxes ( 373 ) 83 15 Net income (loss) 985 155 ( 245 ) Net income (loss) attributable to noncontrolling interests ( 8 ) — 5 Net income (loss) attributable to Company $ 993 $ 155 $ ( 250 ) Net income (loss) attributable to Company per share: Basic $ 2.53 $ 0.40 $ ( 0.65 ) Diluted $ 2.50 $ 0.39 $ ( 0.65 ) Cash dividends per share $ 0.20 $ 0.20 $ 0.05 Weighted average shares outstanding: Basic 393 390 386 Diluted 397 394 386 The accompanying notes are an integral part of these statements. 58 NOV INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In millions) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 985 $ 155 $ ( 245 ) Other comprehensive income (loss): Currency translation adjustments 113 ( 30 ) ( 34 ) Derivative financial instruments, net of tax ( 1 ) ( 11 ) ( 12 ) Change in defined benefit plans, net of tax ( 12 ) ( 6 ) 9 Comprehensive income (loss) 1,085 108 ( 282 ) Net income (loss) attributable to noncontrolling interests ( 8 ) — 5 Comprehensive income (loss) attributable to Company $ 1,093 $ 108 $ ( 287 ) The accompanying notes are an integral part of these statements. 59 NOV INC. CONSOLIDATED STATEM ENTS OF CASH FLOWS (In millions) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 985 $ 155 $ ( 245 ) Adjustments to reconcile net income (loss) to net cash provided (used in) by operating activities: Depreciation and amortization 302 301 306 Russia/Belarus Impairment and loss on assets held for sale 4 127 — Deferred income taxes ( 489 ) ( 2 ) 11 Stock-based compensation 66 67 78 Loss on extinguishment of debt — — 7 Equity (income) loss in unconsolidated affiliates ( 119 ) ( 68 ) 5 Provision for inventory losses 28 ( 18 ) 73 Other, net ( 50 ) 18 16 Change in operating assets and liabilities, net of acquisitions: Receivables ( 269 ) ( 440 ) ( 52 ) Inventories ( 361 ) ( 480 ) 17 Contract assets ( 55 ) ( 220 ) 150 Prepaid and other current assets ( 40 ) 6 28 Accounts payable ( 4 ) 289 118 Accrued liabilities ( 116 ) 101 ( 97 ) Contract liabilities 82 52 27 Income taxes payable ( 6 ) 5 ( 28 ) Other assets/liabilities, net 185 ( 72 ) ( 123 ) Net cash provided by (used in) operating activities 143 ( 179 ) 291 Cash flows from investing activities: Purchases of property, plant and equipment ( 283 ) ( 214 ) ( 201 ) Business acquisitions, net of cash acquired ( 22 ) ( 49 ) ( 52 ) Other, net 12 25 57 Net cash used in investing activities ( 293 ) ( 238 ) ( 196 ) Cash flows from financing activities: Borrowings against lines of credit and other debt 2 20 60 Payments against lines of credit and other debt ( 10 ) ( 4 ) ( 183 ) Financing leases ( 23 ) ( 24 ) ( 26 ) Cash dividends paid ( 79 ) ( 78 ) ( 20 ) Debt issuance and extinguishment costs — — ( 7 ) Other 7 ( 10 ) ( 13 ) Net cash used in financing activities ( 103 ) ( 96 ) ( 189 ) Effect of exchange rates on cash — ( 9 ) ( 7 ) Increase (decrease) in cash and cash equivalents ( 253 ) ( 522 ) ( 101 ) Cash and cash equivalents, beginning of period 1,069 1,591 1,692 Cash and cash equivalents, end of period $ 816 $ 1,069 $ 1,591 Supplemental disclosures of cash flow information: Cash payments (refunds) during the period for: Interest $ 85 $ 75 $ 76 Income taxes $ 114 $ 117 $ ( 78 ) The accompanying notes are an integral part of these statements. 60 NOV INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions) Shares Issued and Outstanding Common Stock Additional Paid in Capital Accumulated Other Comprehensive Loss Retained Deficit Total Company Stockholders' Equity Noncontrolling Interests Total Stockholders' Equity Balance at December 31, 2020 388 $ 4 $ 8,591 $ ( 1,509 ) $ ( 1,876 ) $ 5,210 $ 69 $ 5,279 Net Loss — — — — ( 250 ) ( 250 ) 5 ( 245 ) Other comprehensive loss — — — ( 37 ) — ( 37 ) — ( 37 ) Cash dividends, $ 0.05 per common share — — — — ( 20 ) ( 20 ) — ( 20 ) Stock-based compensation 3 — 78 — — 78 — 78 Stock issued in acquisition 2 — 29 — — 29 — 29 Withholding taxes — — ( 13 ) — — ( 13 ) — ( 13 ) Other — — — — — — ( 7 ) ( 7 ) Balance at December 31, 2021 393 $ 4 $ 8,685 $ ( 1,546 ) $ ( 2,146 ) $ 4,997 $ 67 $ 5,064 Net Income — — — — 155 155 — 155 Other comprehensive loss — — — ( 47 ) — ( 47 ) — ( 47 ) Cash dividends, $ 0.20 per common share — — — — ( 78 ) ( 78 ) — ( 78 ) Stock-based compensation — — 67 — — 67 — 67 Withholding taxes — — ( 12 ) — — ( 12 ) — ( 12 ) Purchase of equity in non-controlling interest — — 12 — — 12 ( 29 ) ( 17 ) Other — — 2 — — 2 — 2 Balance at December 31, 2022 393 $ 4 $ 8,754 $ ( 1,593 ) $ ( 2,069 ) $ 5,096 $ 38 $ 5,134 Net Income — — — — 993 993 ( 8 ) 985 Other comprehensive income, net — — — 100 — 100 — 100 Cash dividends, $ 0.20 per common share — — — — ( 79 ) ( 79 ) — ( 79 ) Transactions with non-controlling interests — — 7 — — 7 45 52 Stock-based compensation — — 66 — — 66 — 66 Common stock issued 2 — — — — — — — Withholding taxes ( 1 ) — ( 18 ) — — ( 18 ) — ( 18 ) Other — — 3 — — 3 ( 1 ) 2 Balance at December 31, 2023 394 $ 4 $ 8,812 $ ( 1,493 ) $ ( 1,155 ) $ 6,168 $ 74 $ 6,242 The accompanying notes are an integral part of these statements. 61 NOV INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation Nature of Business We design, construct, manufacture and sell comprehensive systems, components, and products used in oil and gas drilling and production and certain industrial and renewable energy sectors. We also provide technology and oilfield services and supplies, distribute products and provide supply chain integration services to the upstream oil and gas industry. Our revenues and operating results are directly related to the level of worldwide oil and gas drilling and production activities and the profitability and cash flow of oil and gas companies, drilling contractors and oilfield service companies, which in turn are affected by current and anticipated prices of oil and gas. Oil and gas prices have been, and are likely to continue to be, volatile. Basis of Consolidation The accompanying Consolidated Financial Statements include the accounts of NOV Inc. and its consolidated subsidiaries. Certain reclassifications have been made to the prior year financial statements for them to conform with the 2023 presentation. All significant intercompany transactions and balances have been eliminated in consolidation. Investments that are not wholly owned, but where we exercise control, are fully consolidated with the equity held by minority owners and their portion of net income (loss) reflected as noncontrolling interests in the accompanying consolidated financial statements. Investments in unconsolidated affiliates, over which we exercise significant influence, but not control, are accounted for by the equity method. 2. Summary of Significant Accounting Policies Fair Value of Financial Instruments The carrying amounts of financial instruments including cash and cash equivalents, receivables, and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. Derivative Financial Instruments The Company records all derivative financial instruments at their fair value in its Consolidated Balance Sheet. Except for certain non-designated hedges discussed in Note 3 below, all derivative financial instruments that the Company holds are designated as cash flow hedges and are highly effective in offsetting movements in the underlying risks. Such arrangements typically have terms between two and 24 months but may have longer terms depending on the underlying cash flows being hedged, typically related to the projects in our backlog. Inventories Inventories are stated at the lower of cost or estimated net realizable value using the first-in, first-out or average cost methods. Inventories consist of raw materials and supplies, work-in-process and finished goods and purchased products. The Company reviews historical usage of inventory on-hand, assumptions about future demand and market conditions, and estimates about potential alternative uses, which are limited, to estimate net realizable value. The Company evaluates inventory using the best information available at the time to inform our assumptions and estimates about future demand and resulting sales volumes, and records reserves as necessary. We recorded charges (credits) to inventory reserves of $ 28 million, $ ( 18 ) million, and $ 73 million for the years ended December 31, 2023, 2022, and 2021, respectively, consisting primarily of obsolete and surplus inventories. At December 31, 2023 and 2022, inventory reserves totaled $ 354 million and $ 378 million, or 14.1 % and 17.3 % of gross inventory, respectively. 62 Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for major improvements that extend the lives of property and equipment are capitalized while minor replacements, maintenance and repairs are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation with any resulting gain or loss reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of individual items. Depreciation expense was $ 260 million, $ 250 million, and $ 264 million for the years ended December 31, 2023, 2022 and 2021, respectively. The estimated useful lives of the major classes of property, plant and equipment are included in Note 5 to the consolidated financial statements. We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets are impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The carrying value of assets used in operations that are not recoverable is reduced to fair value if lower than carrying value. 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. Acquisitions and Investments Acquisitions of businesses are accounted for using the acquisition method of accounting, and the financial statements include the results of the acquired operations from the respective dates of acquisition. The purchase price of the acquired entities is preliminarily allocated to the net assets acquired and liabilities assumed based on the estimated fair value at the dates of acquisition, with any excess of cost over the fair value of net assets acquired, including intangibles, recognized as goodwill. Subsequent changes to preliminary amounts are made prospectively. The Company paid cash of $ 22 million, $ 49 million, and $ 52 million for acquisitions for the years ended December 31, 2023, 2022 and 2021 , respectively. Additionally, the Company paid $ 29 million in stock (consisting of 2 million shares) for acquisitions in 2021. These acquisitions did not have a material effect on the Company’s operating results, cash flows or financial position. Foreign Currency The functional currency for most of our foreign operations is the local currency. However, certain foreign operations, including our operations in Norway, use the U.S. dollar as the functional currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income (loss). Revenues and expenses are translated at average exchange rates in effect during the period. Accordingly, financial statements of these foreign subsidiaries are remeasured to U.S. dollars for consolidation purposes using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and related elements of expense. Revenue and expense elements are remeasured at rates that approximate the rates in effect on the transaction dates. For all operations, gains or losses from remeasuring foreign currency transactions into the functional currency are included in income. 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 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. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Payment terms and conditions vary by contract type. We have elected to apply the practical expedient that does not require an adjustment for a financing component if, at contract inception, the period between when we transfer the promised goods or service to the customer and when the customer pays for the goods or service is one year or less. Shipping and handling costs are recognized when incurred and are treated as costs to fulfill the original performance obligation instead of as a separate performance obligation. Revenue is generated from contracts that may include multiple performance obligations. The Company considers the degree of customization, integration and interdependency of the related products and services when assessing distinct performance obligations within one contract. 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. 63 For revenue that is not recognized at a point in time, the Company follows accounting guidance for revenue recognized over time, as follows: Revenue Recognition under Long-term Construction Contracts Revenue is recognized over-time for certain long-term construction contracts in the Completion & Production Solutions and Rig Technologies segments. These contracts include custom designs for customer-specific applications that are unique and require significant engineering efforts. Revenue is recognized as work progresses on each contract. Right to payment is enforceable for performance completed to date, including a reasonable profit. Because of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. We generally use the cost-to-cost (input) measure of progress for our contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs. Under the cost-to-cost measure of progress, progress towards completion of each contract is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. These costs include labor, materials, subcontractors’ costs, and other direct costs. Any expected losses on a project are recorded in full in the period in which the loss becomes probable. These long-term construction contracts generally include integrating a complex set of tasks and components into a single project or capability so they are accounted for as one performance obligation. Estimating total revenue and cost at completion of long-term construction contracts is complex, subject to many variables and requires significant judgement. It is common for our long-term contracts to contain late delivery fees, work performance guarantees, and other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the most likely amount we expect to receive. We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur, or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of our anticipated performance and historical, current and forecasted information that is reasonably available to us. Net revenue recognized from performance obligations satisfied in previous periods was $ 39 million and $ 37 million for the years ended December 31, 2023 and 2022 , respectively, primarily due to change orders. Service and Repair Work For service and repair contracts, revenue is recognized over time. We generally use the output method to measure progress on service contracts due to the manner in which the customer receives and derives value from the services provided. For repair contracts, we generally use the cost-to-cost measure of progress because it best depicts the transfer of assets to the customer. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for all revenue streams for which work has not been performed on contracts with an original expected duration of one year or more. We do not disclose the remaining performance obligations of royalty contracts, service contracts for which there is a right to invoice, and short-term contracts that are expected to have a duration of one year or less. As of December 31, 2023 , the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,492 million. The Company expects to recognize approximately $ 1,491 million in revenue for the remaining performance obligations in 2024 and $ 3,001 million in 2025 and thereafter. Costs to Obtain and Fulfill a Contract We recognize an asset for the incremental costs of obtaining a contract, such as sales commissions, with a customer when we expect the benefit of those costs to be longer than one year. Costs to fulfill a contract, such as set-up and mobilization costs, are also capitalized when we expect to recover those costs. These contract costs are deferred and amortized over the period of contract performance. Total capitalized costs to obtain and fulfill a contract and the related amortization were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. We apply the practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. 64 Service and Product Warranties The Company provides service and warranty policies on certain of its products. The Company accrues liabilities under service and warranty policies based upon specific claims and a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience change. In addition, the Company incurs discretionary costs to service its products in connection with product performance issues and accrues for them when they are encountered. The Company monitors the actual cost of performing these discretionary services and adjusts the accrual based on the most current information available. The changes in the carrying amount of service and product warranties are as follows (in millions): Balance at December 31, 2021 $ 73 Net provisions for warranties issued during the year 11 Amounts incurred ( 17 ) Currency translation adjustments 3 Balance at December 31, 2022 $ 70 Net provisions for warranties issued during the year 16 Amounts incurred ( 16 ) Currency translation adjustments and other 2 Balance at December 31, 2023 $ 72 Income Taxes The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. Concentration of Credit Risk We grant credit to our customers, which operate primarily in the oil and gas industry. Concentrations of credit risk are limited because we have many geographically diverse customers, thus spreading trade credit risk. We control credit risk through credit evaluations, credit limits and monitoring procedures. 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. 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. 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. As of December 31, 2023, and December 31, 2022, the allowance for credit losses totaled $ 72 million and $ 71 million, respectively. Stock-Based Compensation 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. The Company provides compensation benefits to employees and non-employee directors under share-based payment arrangements, including various employee stock option plans. Environmental Liabilities When environmental assessments or remediations are probable and the costs can be reasonably estimated, remediation liabilities are recorded on an undiscounted basis and are adjusted as further information develops or circumstances change. 65 Use of Estimates 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. 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. Contingencies The Company accrues for costs relating to litigation claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. In circumstances where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. 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. Such estimates may be based on advice from third parties or on management’s judgement, as appropriate. 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. Net Income (Loss) Attributable to Company Per Share The following table sets forth the computation of weighted average basic and diluted shares outstanding (in millions, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net income (loss) attributable to Company $ 993 $ 155 $ ( 250 ) Denominator: Basic—weighted average common shares outstanding 393 390 386 Dilutive effect of employee stock options and other unvested stock awards 4 4 — Diluted outstanding shares 397 394 386 Basic income (loss) attributable to Company per share $ 2.53 $ 0.40 $ ( 0.65 ) Diluted income (loss) attributable to Company per share $ 2.50 $ 0.39 $ ( 0.65 ) Cash dividends per share $ 0.20 $ 0.20 $ 0.05 Net income (loss) attributable to Company allocated to participating securities was immaterial for the years ended December 31, 2023, 2022 and 2021 and therefore not excluded from net income (loss) attributable to Company per share calculation. The Company had stock options outstanding that were anti-dilutive totaling 18 million, 20 million, and 21 million at December 31, 2023, 2022 and 2021 , respectively. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848).” Topic 848, as amended, applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. 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. 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. The adoption of this optional relief did not have a material impact on the consolidated financial statements. 66 3. Derivative Financial Instruments The Company uses derivative financial instruments to manage its foreign currency exchange rate risk. Forward currency contracts are executed to manage the foreign currency exchange rate risk on forecasted revenues and expenses denominated in currencies other than the functional currency of the operating unit (cash flow hedge). The Company also executes forward currency contracts to manage the foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts (non-designated hedge). 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. 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): Currency Denomination Currency December 31, 2023 December 31, 2022 Colombian Peso COP 57,487 COP — Norwegian Krone NOK 2,179 NOK 2,741 Japanese Yen JPY 1,118 JPY 460 U.S. Dollar USD 677 USD 655 Brazilian Real BRL 291 BRL 291 Mexican Peso MXN 157 MXN 160 Euro EUR 102 EUR 125 South African Rand ZAR 25 ZAR 149 Singapore Dollar SGD 23 SGD 27 British Pound Sterling GBP 5 GBP 16 Danish Krone DKK 2 DKK 13 Canadian Dollar CAD 1 CAD 2 South Korean Won KRW — KRW 65,980 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. 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. The Company expects accumulated other comprehensive loss of $ 3 million will be reclassified into earnings within the next twelve months. Non-designated Hedging Strategy The Company enters into forward exchange contracts to hedge certain nonfunctional currency monetary accounts. 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. 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. 67 The Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions): Fair Values of Derivative Instruments (In millions) Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet December 31, Balance Sheet December 31, Location 2023 2022 Location 2023 2022 Derivatives designated as hedging instruments under ASC Topic 815 Foreign exchange contracts Prepaid and other current assets $ 8 $ 3 Accrued liabilities $ 2 $ 3 Foreign exchange contracts Other Assets — — Other Liabilities 1 1 Total derivatives designated as hedging instruments under ASC Topic 815 $ 8 $ 3 $ 3 $ 4 Derivatives not designated as hedging instruments under ASC Topic 815 Foreign exchange contracts Prepaid and other current assets $ 11 $ 5 Accrued liabilities $ 17 $ 10 Foreign exchange contracts Other Assets — — Other Liabilities 1 — Total derivatives not designated as hedging instruments under ASC Topic 815 $ 11 $ 5 $ 18 $ 10 Total derivatives $ 19 $ 8 $ 21 $ 14 4. Inventories, net Inventories consist of (in millions): December 31, 2023 2022 Raw materials and supplies $ 479 $ 479 Work in process 230 308 Finished goods and purchased products 1,796 1,404 2,505 2,191 Less: Inventory reserve ( 354 ) ( 378 ) Total $ 2,151 $ 1,813 5. Property, Plant and Equipment, net Property, plant and equipment consist of (in millions): Estimated December 31, Useful Lives 2023 2022 Land $ 180 $ 176 Buildings and improvements 5 - 35 Years 1,285 1,251 Operating equipment 2 - 20 Years 2,803 2,683 Rental equipment 2 - 15 Years 923 798 5,191 4,908 Less: Accumulated Depreciation ( 3,326 ) ( 3,127 ) $ 1,865 $ 1,781 68 6. Goodwill and Intangible Assets The Company has approximately $ 1.6 billion of goodwill and $ 450 million of identified intangible assets at December 31, 2023. Goodwill is identified by segment as follows (in millions): Wellbore Technologies Completion & Production Solutions Rig Technologies Total Balance at December 31, 2021 342 473 712 1,527 Goodwill acquired during period 3 7 — 10 Adjustment during the measurement period of assets acquired ( 32 ) — — ( 32 ) Balance at December 31, 2022 $ 313 $ 480 $ 712 $ 1,505 Goodwill acquired during period — — 40 40 Adjustment during the measurement period of assets acquired 14 3 — 17 Balance at December 31, 2023 (1) $ 327 $ 483 $ 752 $ 1,562 (1) Accumulated goodwill impairment was $ 7,261 million as of December 31, 2023 . Identified intangible assets with determinable lives consist primarily of customer relationships, trademarks, trade names, patents, and technical drawings acquired in acquisitions, and are being amortized in a manner consistent with the underlying cash flows over the estimated useful lives of 2 - 40 years. Amortization expense of identified intangibles is expected to be approximately $ 39 million, $ 36 million, $ 34 million, $ 31 million, and $ 25 million for the next five years. The net book values of identified intangible assets are identified by segment as follows (in millions): Wellbore Technologies Completion & Production Solutions Rig Technologies Total Balance at December 31, 2021 $ 264 $ 42 $ 197 $ 503 Additions to intangible assets 3 — — 3 Adjustment during the measurement period of assets acquired 32 — — 32 Amortization ( 17 ) ( 5 ) ( 29 ) ( 51 ) Currency translation adjustments — — 3 3 Balance at December 31, 2022 $ 282 $ 37 $ 171 $ 490 Additions to intangible assets 2 — — 2 Amortization ( 17 ) ( 5 ) ( 21 ) ( 43 ) Currency translation adjustments — — 1 1 Balance at December 31, 2023 $ 267 $ 32 $ 151 $ 450 Identified intangible assets by major classification consist of the following (in millions): Gross Accumulated Amortization Net Book Value December 31, 2022: Customer relationships $ 499 $ ( 351 ) $ 148 Trademarks 173 ( 127 ) 46 Patents 128 ( 66 ) 62 Indefinite-lived trade names 196 — 196 Other 104 ( 66 ) 38 Total identified intangibles $ 1,100 $ ( 610 ) $ 490 December 31, 2023: Customer relationships $ 494 $ ( 369 ) $ 125 Trademarks 174 ( 133 ) 41 Patents 129 ( 75 ) 54 Indefinite-lived trade names 196 — 196 Other 105 ( 71 ) 34 Total identified intangibles $ 1,098 $ ( 648 ) $ 450 69 Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and intangibles with indefinite lives are not amortized. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of a business combination. 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. 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. The discounted cash flow is based on management’s forecast of operating performance for the reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each reporting unit and its weighted average cost of capital. 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. The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend. Management reviews finite-lived intangibles for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. 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. 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 . 7. Accrued Liabilities Accrued liabilities consist of (in millions): December 31, 2023 2022 Compensation $ 294 $ 329 Vendor costs 133 168 Taxes (non-income) 112 107 Warranty 72 70 Insurance 44 42 Commissions 17 18 Fair value of derivatives 19 13 Interest 8 7 Other 171 205 Total $ 870 $ 959 70 8. Leases The Company leases certain facilities and equipment to support its operations around the world. These leases generally require the Company to pay maintenance, insurance, taxes and other operating costs in addition to rent. Renewal options are common in longer term leases; 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. 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. Components of leases are as follows (in millions): December 31, 2023 2022 Current portion of lease liabilities: Operating $ 70 $ 67 Financing 24 20 Total $ 94 $ 87 December 31, 2023 2022 Long-term portion of lease liability: Operating $ 343 $ 334 Financing 215 215 Total $ 558 $ 549 Components of lease expense were as follows (in millions): Year Ended December 31, 2023 December 31, 2022 Lease cost Finance lease cost Amortization of right-of-use assets $ 23 $ 24 Interest on lease liabilities 10 9 Operating lease cost 85 73 Short-term lease cost 77 90 Sub-lease income ( 8 ) ( 8 ) Total $ 187 $ 188 Supplemental information related to the Company’s leases is as follows (in millions): Years Ended December 31, 2023 December 31, 2022 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 10 $ 9 Operating cash flows - operating leases 85 73 Financing cash flows - finance leases 23 24 Right-of-use assets obtained in exchange for new: Operating lease liabilities $ 68 $ 57 Finance lease liabilities 27 19 Weighted average remaining lease term at December 31, 2023: Operating leases 10 years 10 years Finance leases 16 years 17 years Weighted average discount rate at December 31, 2023: Operating leases 5.17 % 4.74 % Finance leases 4.15 % 3.95 % 71 Future minimum lease commitments for leases with initial or remaining terms of one year or more at December 31, 2023, are payable as follows (in millions): Operating Finance 2024 $ 97 $ 34 2025 82 31 2026 69 27 2027 56 21 2028 47 17 Thereafter 237 185 Total lease payments 588 315 Less: Interest ( 175 ) ( 76 ) Present value of lease liabilities $ 413 $ 239 72 9. Debt Debt consists of (in millions): December 31, 2023 2022 $ 1.1 billion in Senior Notes, interest at 3.95 % payable semiannually, principal due on December 1, 2042 1,091 1,090 $ 0.5 billion in Senior Notes, interest at 3.60 % payable semiannually, principal due on December 1, 2029 495 495 Other debt 139 145 Total Debt 1,725 1,730 Less current portion 13 13 Long-term debt $ 1,712 $ 1,717 Principal payments of debt for years subsequent to 2023 are as follows (in millions): 2024 13 2025 21 2026 32 2027 12 2028 12 Thereafter 1,650 $ 1,740 The Company has a revolving credit facility with a borrowing capacity of $ 2.0 billion through October 30, 2024, and a borrowing capacity of $ 1.7 billion from October 31, 2024, to October 30, 2025. The Company has the right to increase the commitments under this agreement to an aggregate amount of up to $ 3.0 billion upon the consent of only those lenders holding any such increase. Interest under the multicurrency facility is based upon SOFR, NIBOR or CDOR plus 1.25 % subject to a ratings-based grid or the U.S. prime rate. The credit facility contains a financial covenant regarding maximum debt-to-capitalization ratio of 60 %. As of December 31, 2023 , the Company was in compliance with a debt-to-capitalization ratio of 23.9 % and had no outstanding borrowings or letters of credit issued under the facility, resulting in $ 2.0 billion of available funds. 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. 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. The facility construction was completed in the fourth quarter of 2022, and the joint venture will not have future borrowings on the line of credit. The line of credit repayment schedule began in December 2022 with final payment no later than June 2032 . As of December 31, 2023 , the Company has a carrying value of $ 104 million in borrowings related to this line of credit. The carrying value of debt under the Company's consolidated joint venture approximates fair value because the interest rates are variable and reflective of current market rates. The Company has $ 10 million in payments related to this line of credit due in the next twelve months. The Company can repay the entire outstanding facility balance without penalty at its sole discretion. Other debt at December 31, 2023 included $ 33 million of funding provided by minority interest partners of NOV consolidated joint ventures, of which $ 3 million is due in the next twelve months. The Company had $ 495 million of outstanding letters of credit at December 31, 2023, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds. At December 31, 2023 and 2022 , the fair value of the Company's unsecured Senior Notes approximated $ 1,316 million and $ 1,215 million, respectively. The fair value of the Company's debt is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those of similar instruments. At December 31, 2023 and 2022 , the carrying value of the Company's unsecured Senior Notes approximated $ 1,586 million and $ 1,585 million, respectively. 73 10. Employee Benefit Plans We have benefit plans covering substantially all our employees. Defined-contribution retirement plans cover most of the U.S. and Canadian employees, and benefits are generally based on employee deferrals and matching on those employee contributions. We also have defined contribution plans in Norway and the United Kingdom. For the years ended December 31, 2023, 2022 and 2021 , expenses for defined-contribution retirement plans were $ 84 million, $ 67 million, and $ 34 million, respectively, and all funding is current. In 2021, NOV announced and filed for the defined benefit plan in the United States to be settled. 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. 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. retirees and/or spouses participate in plans that provide post-retirement healthcare and/or life insurance benefits. Net periodic benefit income (cost) for our Defined Benefit pension plans aggregated $( 2 ) million, $ 1 million, and $ 3 million for the years ended December 31, 2023, 2022 and 2021, respectively. The change in benefit obligation, plan assets and the funded status of the defined benefit pension plans in the United States, United Kingdom, Norway, Germany and the Netherlands and defined postretirement plans in the United States, using a measurement date of December 31, 2023 and 2022, is as follows (in millions): Pension benefits Postretirement benefits At year end 2023 2022 2023 2022 Benefit obligation at beginning of year $ 382 $ 594 $ 50 $ 34 Service cost — 1 2 1 Interest cost 10 9 2 1 Actuarial loss (gain) 6 ( 135 ) ( 3 ) ( 5 ) Benefits paid ( 16 ) ( 62 ) ( 6 ) ( 8 ) Exchange rate loss (gain) 8 ( 25 ) — — Plan amendments — — — 27 Settlements ( 184 ) — — — Special Termination Benefits — — 3 — Benefit obligation at end of year $ 206 $ 382 $ 48 $ 50 Fair value of plan assets at beginning of year $ 381 $ 571 $ — $ — Actual return 2 ( 105 ) — — Benefits paid ( 16 ) ( 62 ) ( 6 ) ( 8 ) Company contributions ( 11 ) 3 6 8 Exchange rate gain (loss) 8 ( 26 ) — — Settlements ( 184 ) — — — Fair value of plan assets at end of year $ 180 $ 381 $ — $ — Funded status $ ( 26 ) $ ( 1 ) $ ( 48 ) $ ( 50 ) Accumulated benefit obligation at end of year $ 205 $ 381 Liabilities associated with the funded status of the defined benefit pension plans are included in the balances of accrued liabilities and other liabilities in the Consolidated Balance Sheet. 74 Defined Benefit Pension Plans Assumed long-term rates of return on plan assets, discount rates and rates of compensation increases vary for the different plans according to the local economic conditions. The assumption rates used for benefit obligations are as follows: Year Ended December 31, 2023 2022 Discount rate: United States plan 5.50 % - 5.60 % 4.74 % - 5.20 % International plans 3.20 % - 4.50 % 3.30 % - 4.80 % Salary increase: United States plan N/A N/A International plans 2.50 % - 3.75 % 2.50 % - 3.75 % The assumption rates used for net periodic benefit costs are as follows: Year Ended December 31, 2023 2022 2021 Discount rate: United States plan 4.74 % - 5.20 % 1.80 % - 2.20 % 1.20 % - 2.40 % International plans 3.30 % - 4.80 % 1.00 % - 1.90 % 0.70 % - 1.80 % Salary increase: United States plan N/A N/A N/A International plans 2.50 % - 3.75 % 2.50 % - 3.40 % 1.75 % - 2.90 % Expected return on assets: United States plan 4.74 % 1.84 % 3.90 % International plans 3.20 % - 4.90 % 1.00 % - 4.00 % 0.80 % - 3.40 % In determining the overall expected long-term rate of return for plan assets, the Company takes into consideration the historical experience as well as future expectations of the asset mix involved. As different investments yield different returns, each asset category is reviewed individually and then weighted for significance in relation to the total portfolio. The majority of our plans have projected benefit obligations in excess of plan assets. The Company expects to pay future benefit amounts on its pension plans of approximately $ 12 million for each of the next five years and aggregate payments of $ 128 million. Plan Assets 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. 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. 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 Total Level 1 Level 2 Level 3 December 31, 2022: Equity securities $ 4 $ — $ 4 $ — Bonds 79 — 79 — Other (insurance contracts) 298 — 236 62 Total Fair Value Measurements $ 381 $ — $ 319 $ 62 December 31, 2023: Equity securities $ — $ — $ — $ — Bonds 84 — 84 — Other (insurance contracts) 96 — 31 65 Total Fair Value Measurements $ 180 $ — $ 115 $ 65 75 Level 3 inputs are unobservable (i.e., supported by little or no market activity). 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). The return on assets for Level 3 plan assets are immaterial for all periods presented. 11. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive income (loss) are as follows (in millions): Derivative Employee Currency Financial Benefit Translation Instruments, Plans, Adjustments Net of Tax Net of Tax Total Balance at December 31, 2020 $ ( 1,481 ) $ 19 $ ( 47 ) $ ( 1,509 ) Accumulated other comprehensive income (loss) before reclassifications ( 34 ) ( 5 ) 10 ( 29 ) Amounts reclassified from accumulated other comprehensive income (loss) — ( 7 ) ( 1 ) ( 8 ) Balance at December 31, 2021 $ ( 1,515 ) $ 7 $ ( 38 ) $ ( 1,546 ) Accumulated other comprehensive income (loss) before reclassifications ( 30 ) ( 17 ) ( 4 ) ( 51 ) Amounts reclassified from accumulated other comprehensive income (loss) — 6 ( 2 ) 4 Balance at December 31, 2022 $ ( 1,545 ) $ ( 4 ) $ ( 44 ) $ ( 1,593 ) Accumulated other comprehensive income (loss) before reclassifications 101 ( 21 ) ( 13 ) 67 Amounts reclassified from accumulated other comprehensive income (loss) 12 20 1 33 Balance at December 31, 2023 $ ( 1,432 ) $ ( 5 ) $ ( 56 ) $ ( 1,493 ) The components of amounts reclassified from accumulated other comprehensive income (loss) are as follows (in millions): Year Ended December 31, 2023 2022 2021 Currency Derivative Employee Currency Derivative Employee Currency Derivative Employee Translation Financial Benefit Translation Financial Benefit Translation Financial Benefit Adjustments Instruments Plans Total Adjustments Instruments Plans Total Adjustments Instruments Plans Total Revenue $ — $ 11 $ — $ 11 $ — $ 3 $ — $ 3 $ — $ ( 1 ) $ — $ ( 1 ) Cost of revenue — 9 — 9 — 6 — 6 — ( 8 ) — ( 8 ) Other expense 12 — — 12 — — — — — — — — Selling, general, and administrative — — 1 1 — — ( 2 ) ( 2 ) — — ( 1 ) ( 1 ) Tax effect — — — — — ( 3 ) — ( 3 ) — 2 — 2 $ 12 $ 20 $ 1 $ 33 $ — $ 6 $ ( 2 ) $ 4 $ — $ ( 7 ) $ ( 1 ) $ ( 8 ) The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. 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). 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. The movement in other comprehensive income (loss) from period to period will be the result of the combination of changes in fair value of open derivatives and the outflow of other comprehensive income (loss) related to cumulative changes in the fair value of derivatives that have settled in the current period. The accumulated effect was other comprehensive income (loss) of $( 1 ) million (net of $ 3 million tax), $( 11 ) million (net of $( 3 ) million tax) and $( 12 ) million (net of $ 2 million tax) for the years ended December 31, 2023, 2022 and 2021 . 76 12. Commitments and Contingencies Our business is governed by laws and regulations, including those directed to the oilfield service industry, promulgated by U.S. federal and state governments and regulatory agencies, as well as international governmental authorities in the many countries in which we conduct business. 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. New laws, investigations, regulations and enforcement policies may result in additional, presently unquantifiable, or unknown, costs or liabilities. From time to time, the Company is involved in various claims, regulatory agency audits, investigations and legal actions involving a variety of matters. 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. The Company carries substantial insurance to cover insurable risks above a self-insured retention. The Company believes, and the Company’s experience has been, that such insurance has been sufficient to cover any such material risks. 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. 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. Such claims involve various theories of liability which include negligence, breach of contract, strict liability, product liability, and other theories of liability. 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. 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. 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. 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. The litigation process, as well as the outcome of regulatory oversight is inherently uncertain, and our best judgment concerning the probable outcome of litigation or regulatory enforcement matters may prove to be incorrect. No assurance can be given as to the outcome of these matters. The total potential loss on these matters cannot be determined; 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. 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. 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. In many instances, the Company’s products and services embody or incorporate trade secrets or patented inventions. 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. The Company is currently pursuing litigation against several companies involving royalties due under licenses for technology related to drill bits. 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. 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. 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. The license agreements each provide that they terminate on the date of the last to expire of the patents in the licensed portfolio. 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. 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 77 patents. Some of these companies stopped making payments after the expiration of what are allegedly the patents in the portfolio that they elected to use. Others paid for some period of time after that date but have since stopped payment. The Company believes that failure to pay the royalties is a breach of the license agreements at issue. 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. 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: Grant Prideco, Inc., et al. v. Schlumberger Tech. Corp., et al., No. 4:23-cv-00730; and Halliburton Energy Serv, Inc. v. Grant Prideco, Inc., et al., No. 4:23-cv-01789. 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. See Note 14 to the Consolidated Financial Statements for discussion of the financial impact of royalties. 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. 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. 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. 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. Compliance with these laws and regulations presents challenges which could result in future liabilities (for example, when laws conflict between countries). 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. 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. In such circumstances, our compliance with U.S. laws and regulations may subject us to risk of fines, penalties, or contractual liability in other jurisdictions. 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. 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. During the third quarter of 2022, we sold our business in Belarus and entered into an agreement to sell our business in Russia. The sale is subject to various government approvals in Russia and other jurisdictions. The Russian government continues to enact new laws impacting the exit of western companies from Russia, including some instances of expropriation of western businesses. 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. Geopolitical events continue to pose supply chain risks even though the impacts of COVID-19 have largely dissipated . 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. We may face loss of workers, labor shortages, litigation, fines and/or other adverse consequences resulting from ongoing labor impacts. 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. 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. Our customers may also seek to delay or may default on their payments to us. As a result, the Company may be exposed to additional costs, liabilities and risks which could materially adversely impact our financial performance and results. 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. 78 13. Common Stock NOV has authorized 1 billion shares of $ 0.01 par value common stock. The Company also has authorized 10 million shares of $ 0.01 par value preferred stock, none of which is issued or outstanding. Cash dividends aggregated $ 79 million and $ 78 million for the years ended December 31, 2023 and 2022, respectively. 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. The Company’s stock-based compensation plan, known as the NOV Inc. 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. The number of shares authorized under the NOV Plan is 55.7 million. The NOV Plan is also subject to a fungible ratio concept, such that the issuance of stock options and stock appreciation rights reduces the number of available shares under the NOV Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the NOV Plan on a 1.5-for-1 basis. At December 31, 2023, approximately 12.9 million shares remained available for future grants under the NOV Plan. The Company also has outstanding awards under its other stock-based compensation plan known as the National Oilwell Varco, Inc. Long-Term Incentive Plan (the “Plan”), however the Company is no longer granting new awards under the Plan. 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. The Plan is subject to a fungible ratio concept, such that the issuance of stock options and SARs reduces the number of available shares under the Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the Plan on a 3-for-1 basis. Stock Options Options granted under our stock-based compensation plans generally vest over a three-year period starting one year from the date of grant and expire ten years from the date of grant. The purchase price of options granted may not be less than the closing market price of NOV common stock on the date of grant. Stock option information summarized below includes amounts for the NOV Plan and the Plan and stock plans of acquired companies. Options outstanding at December 31, 2023 under the stock option plans have exercise prices between $ 15.00 and $ 69.00 per share, and expire at various dates from February 26, 2024 to February 24, 2033. The following summarizes options activity: Year Ended December 31, 2023 2022 2021 Number Average Number Average Number Average of Exercise of Exercise of Exercise Shares Price Shares Price Shares Price Shares under option at beginning of year 21,080,388 $ 38.68 21,276,961 $ 42.09 21,005,502 $ 45.70 Granted 1,014,002 21.76 1,492,020 16.73 1,669,511 15.00 Forfeited ( 1,908,768 ) 57.61 ( 1,574,642 ) 65.44 ( 1,398,052 ) 63.65 Exercised ( 210,519 ) 16.68 ( 113,951 ) 17.77 — — Shares under option at end of year 19,975,103 $ 36.25 21,080,388 $ 38.68 21,276,961 $ 42.09 Exercisable at end of year 17,437,459 $ 38.85 17,988,842 $ 42.46 18,039,330 $ 46.27 The following summarizes information about stock options outstanding at December 31, 2023: Weighted-Avg Options Outstanding Options Exercisable Remaining Weighted-Avg Weighted-Avg Range of Exercise Price Contractual Life Shares Exercise Price Shares Exercise Price $ 15.00 - $ 30.00 5.83 8,405,053 $ 21.82 5,867,409 $ 23.32 $ 30.01 - $ 50.00 2.82 6,307,350 36.25 6,307,350 36.25 $ 50.01 - $ 69.00 0.81 5,262,700 59.29 5,262,700 59.29 Total 3.56 19,975,103 $ 36.25 17,437,459 $ 38.85 79 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. 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. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise activity. The use of the Black Scholes model requires the use of actual employee exercise activity data and the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends and expected term. Year Ended December 31, Valuation Assumptions: 2023 2022 2021 Expected volatility 45.7 % 43.6 % 43.4 % Risk-free interest rate 4.1 % 1.9 % 0.6 % Expected dividend yield 0.9 % 1.2 % 0.0 % Expected term (in years) 5.8 5.4 5.1 The Company used the actual volatility for traded options for the past 10 years prior to option date as the expected volatility assumption required in the Black Scholes model. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of our employee stock options. The dividend yield assumption is based on the history and expectation of dividend payouts. The estimated expected term is based on actual employee exercise activity for the past ten years. Forfeitures are accounted for as they occur. The following summary presents information regarding outstanding options at December 31, 2023 and changes during 2023 with regard to options under all stock option plans: Weighted- Average Weighted Average Remaining Contractual Aggregate Shares Exercise Price Term (years) Intrinsic Value Outstanding at December 31, 2022 21,080,388 $ 38.68 4.01 $ — Granted 1,014,002 $ 21.76 Forfeited ( 1,908,768 ) $ 57.61 Exercised ( 210,519 ) $ 16.68 Outstanding at December 31, 2023 19,975,103 $ 36.25 3.56 $ — Exercisable at December 31, 2023 17,437,459 $ 38.85 2.90 $ — At December 31, 2023 , total unrecognized compensation cost related to nonvested stock options was $ 11 million. This cost is expected to be recognized over a weighted-average period of three years . The total fair value of stock options vested in 2023, 2022 and 2021 was approximately $ 9 million, $ 10 million and $ 12 million, respectively. Cash received from option exercises for 2023 was $ 4 million. Cash received from option exercises was $ 2 million and zero in 2022 and 2021 , respectively. The actual tax benefit (expense) realized for the tax deductions from share based compensation was zero in 2023, 2022, and 2021. 80 Stock Appreciation Rights 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. 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. The following summary presents information regarding outstanding SARs: Year Ended December 31, 2023 2022 Number Average Number Average of Exercise of Exercise Shares Price Shares Price Shares under SARs at beginning of year 1,105,106 $ 28.39 1,193,934 $ 28.40 Granted — — — — Forfeited ( 48,301 ) 28.83 ( 88,828 ) 28.61 Exercised — — — — Shares under SARs at end of year 1,056,805 $ 28.37 1,105,106 $ 28.39 Exercisable at end of year 1,056,805 $ 28.37 1,105,106 $ 28.39 The Company recognized no expense in 2023, 2022 , or 2021. There was no liability for cash-settled SARs at December 31, 2023. Restricted Shares The Company issues restricted stock awards and restricted stock units to officers and key employees in addition to stock options. On February 23, 2023, under the NOV Plan, the Company granted 1,014,002 stock options with a fair value of $ 9.75 per option and an exercise price of $ 21.76 per share; 2,228,226 restricted stock units with a fair value of $ 21.76 per share; and performance share awards (PSAs) to senior management employees with potential payouts varying from zero to 960,478 shares. The stock options vest over a three-year period from the grant date. The restricted stock units vest in three equal annual installments commencing on the first anniversary of the grant date. The 2023 PSAs can be earned based on performance against two established goals over a three-year period : 85 % with a TSR (total shareholder return) goal and 15 % with an internal NVA (“NOV Value Added”, a return on capital metric) goal. 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. 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. 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. 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. 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. The restricted stock units were granted to non-employee members of the board of directors and vest on the first anniversary of the grant date. The following summary presents information regarding outstanding restricted shares: Year Ended December 31, 2023 2022 2021 Weighted- Weighted- Weighted- Number Average Number Average Number Average of Grant Date of Grant Date of Grant Date Units Fair Value Units Fair Value Units Fair Value Nonvested at beginning of year 7,188,183 $ 18.30 6,936,574 $ 21.32 6,073,963 $ 31.85 Granted 2,792,465 $ 22.70 3,509,425 $ 17.67 3,772,842 $ 15.03 Vested ( 3,045,126 ) $ 21.77 ( 2,863,385 ) $ 17.11 ( 2,672,507 ) $ 15.38 Forfeited ( 320,044 ) $ 23.89 ( 394,431 ) $ 26.00 ( 237,724 ) $ 63.65 Nonvested at end of year 6,615,478 $ 19.86 7,188,183 $ 18.30 6,936,574 $ 21.32 At December 31, 2023 , there was approximately $ 68 million of unrecognized compensation cost related to nonvested restricted stock awards and restricted stock units, which is expected to be recognized over a weighted-average period of two years . 81 14. Revenue Disaggregation of Revenue The following tables disaggregate our revenue by destinations, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. In the tables below, North America includes only the U.S. and Canada (in millions): Year Ended December 31, 2023 Completion Wellbore & Production Rig Technologies Solutions Technologies Eliminations Total North America $ 1,530 $ 1,238 $ 488 $ — $ 3,256 International 1,547 1,704 2,076 — 5,327 Eliminations 95 92 44 ( 231 ) — $ 3,172 $ 3,034 $ 2,608 $ ( 231 ) $ 8,583 Land $ 2,295 $ 1,784 $ 706 $ — $ 4,785 Offshore 782 1,158 1,858 — 3,798 Eliminations 95 92 44 ( 231 ) — $ 3,172 $ 3,034 $ 2,608 $ ( 231 ) $ 8,583 Year Ended December 31, 2022 Completion Wellbore & Production Rig Technologies Solutions Technologies Eliminations Total North America $ 1,407 $ 1,024 $ 448 $ — $ 2,879 International 1,306 1,511 1,541 — 4,358 Eliminations 64 53 45 ( 162 ) — $ 2,777 $ 2,588 $ 2,034 $ ( 162 ) $ 7,237 Land $ 2,066 $ 1,538 $ 543 $ — $ 4,147 Offshore 647 997 1,446 — 3,090 Eliminations 64 53 45 ( 162 ) — $ 2,777 $ 2,588 $ 2,034 $ ( 162 ) $ 7,237 Year Ended December 31, 2021 Completion Wellbore & Production Rig Technologies Solutions Technologies Eliminations Total North America $ 904 $ 789 $ 275 $ — $ 1,968 International 991 1,131 1,434 — 3,556 Eliminations 64 43 30 ( 137 ) — $ 1,959 $ 1,963 $ 1,739 $ ( 137 ) $ 5,524 Land $ 1,423 $ 1,250 $ 390 $ — $ 3,063 Offshore 472 670 1,319 — 2,461 Eliminations 64 43 30 ( 137 ) — $ 1,959 $ 1,963 $ 1,739 $ ( 137 ) $ 5,524 The Company did no t have any customers with revenues greater than 10 % of total revenue for the years ended December 31, 2023, 2022, or 2021. Contract Assets and Liabilities Contract assets include unbilled amounts when revenue recognized exceeds the amount billed to the customer under contracts where revenue is recognized over-time. There were no impairment losses recorded on contract assets for the years ending December 31, 2023, 2022 and 2021. Contract liabilities consist of advance payments, billings in excess of revenue recognized and deferred revenue. 82 The changes in the carrying amount of contract assets and contract liabilities are as follows (in millions): Contract Assets Contract Liabilities Balance at December 31, 2022 $ 685 $ 444 Provision, net ( 1 ) — Billings ( 1,396 ) 1,386 Revenue recognized 1,403 ( 1,315 ) Currency translation adjustments and other 48 17 Balance at December 31, 2023 $ 739 $ 532 Royalty Revenue The Company recognizes royalty revenue due under various licenses for the Company's intellectual property, including for technology related to drill bits. The Company accrued revenue for drill bit licenses of approximately $ 78 million and $ 80 million for years ended December 31, 2023 and 2022, respectively. 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. 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. 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. These GAAP adjustments do not impact the amount the Company is entitled to recover on its claims from the licensees in litigation. 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. Also see Note 12 to the Consolidated Financial Statements for discussion of the ongoing litigation. Allowance for Credit Losses 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. See Note 2 to the Consolidated Financial Statements for discussion of credit risk. As of December 31, 2023 , the allowance for credit losses totaled $ 72 million. The changes in the carrying amount of the allowance for credit losses are as follows (in millions): Balance at December 31, 2022 $ 71 Provision for expected credit losses 28 Recoveries collected ( 15 ) Other ( 12 ) Balance at December 31, 2023 $ 72 83 15. Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows (in millions): Year Ended December 31, 2023 2022 2021 Domestic $ 249 $ 113 $ ( 257 ) Foreign 363 125 27 $ 612 $ 238 $ ( 230 ) The components of the provision (benefit) for income taxes consisted of (in millions): Year Ended December 31, 2023 2022 2021 Current: Federal $ ( 4 ) $ ( 1 ) $ 4 State 2 — ( 1 ) Foreign 118 86 23 Total current income tax provision 116 85 26 Deferred: Federal ( 252 ) 3 ( 1 ) State ( 47 ) — — Foreign ( 190 ) ( 5 ) ( 10 ) Total deferred income tax provision ( 489 ) ( 2 ) ( 11 ) Total income tax provision (benefit) $ ( 373 ) $ 83 $ 15 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): Year Ended December 31, 2023 2022 2021 Federal income tax at U.S. statutory rate $ 129 $ 50 $ ( 48 ) Foreign income tax rate differential 3 1 ( 9 ) Change in deferred tax valuation allowance ( 564 ) 24 31 Nondeductible expenses 18 18 17 Foreign inclusions, net of foreign tax credits 5 ( 4 ) 38 Change in uncertain tax positions 12 4 13 Withholding taxes 30 31 16 Income tax credits ( 8 ) ( 5 ) ( 11 ) Other 2 ( 36 ) ( 32 ) Total income tax provision (benefit) $ ( 373 ) $ 83 $ 15 The effective tax rate for the year ended December 31, 2023 was ( 60.9 %), compared to 34.9 % for 2022. For the year-ended 2023 , the effective tax rate was favorably impacted by the release of $ 485 million in valuation allowances in numerous jurisdictions. 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. 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. 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. 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; the specific nature and timing of future taxable income required to realize certain tax credit carryforwards, most notably U.S. foreign tax credits; and the timing of expiration of certain tax credit carryforwards. 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. 84 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): December 31, 2023 2022 Deferred tax assets: Allowances and operating liabilities $ 264 $ 276 Net operating loss carryforwards 249 324 Stock Compensation 48 51 Tax credit carryforwards 301 292 Other 121 119 Valuation allowance ( 346 ) ( 920 ) Total deferred tax assets 637 142 Deferred tax liabilities: Tax over book depreciation 43 49 Capital leases 67 73 Intangible assets 39 34 Deferred income 24 16 Accrued tax on unremitted earnings 38 32 Other 8 6 Total deferred tax liabilities 219 210 Net deferred tax asset (liability) $ 418 $ ( 68 ) The valuation allowance decreased by $ 574 million during 2023 . 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): 2023 2022 2021 Unrecognized tax benefit at beginning of year $ 62 $ 60 $ 57 Gross increase for tax position in current year 18 — — Gross increase for tax positions in prior years 1 9 8 Gross decrease for tax positions in prior years ( 3 ) ( 1 ) ( 1 ) Cash Settlements ( 4 ) ( 1 ) ( 1 ) Lapse of statute of limitations ( 7 ) ( 5 ) ( 3 ) Unrecognized tax benefit at end of year $ 67 $ 62 $ 60 The balance of unrecognized tax benefits at December 31, 2023, 2022 and 2021 was $ 67 million, $ 62 million and $ 60 million, respectively. Accruals related to prior year domestic and foreign jurisdiction issues resulted in uncertain tax position increases of $ 19 million in 2023 . 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. 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. 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. As of December 31, 2023 and 2022 , the Company had accrued $ 20 million and $ 23 million, respectively, of interest and penalty relating to unrecognized tax benefits. The Company is subject to taxation in the United States as well as various states and foreign jurisdictions. The Company has significant operations in the United States, Norway, Saudi Arabia, Brazil, China, the United Kingdom, the Netherlands, Denmark, and Mexico. Tax years that remain subject to examination by major tax jurisdictions vary by legal entity, but are generally open in the U.S. for tax years ending after 2013 and outside the U.S. for tax years ending after 2018. 85 Net operating loss carryforwards by jurisdiction and expiration as of December 31, 2023 were as follows (in millions): Federal State Foreign Total 2024 - 2028 Expiration $ — $ 9 $ 51 $ 60 2029 - 2043 Expiration 13 344 212 569 Unlimited Expiration 41 — 546 587 Total Net Operating Loss (NOL) $ 54 $ 353 $ 809 $ 1,216 Tax Effected NOL $ 11 $ 24 $ 214 $ 249 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. 16. Business Segments and Geographic Areas The Company’s operations are organized into three operating segments: Wellbore Technologies, Completion & Production Solutions and Rig Technologies. Wellbore Technologies 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: 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. 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 The Company’s Completion & Production Solutions segment integrates technologies for well completions and oil and gas production. The segment designs, manufactures, and integrates technologies for well completions, oil and gas production, and industrial markets. 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; cementing products for pumping, mixing, transport, and storage; onshore production, including fluid processing, composite pipe, surface transfer and progressive cavity pumps, and artificial lift systems; and offshore production, including integrated production systems and subsea production technologies. Completion & Production Solutions supports service companies and oil and gas companies. 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. This includes specialized, technology-driven progressive cavity pumps and mixers for a wide breadth of industrial end markets with high failure costs, premium pole products to support connectivity, lighting, and power for municipal and residential applications including 5G, smart-city infrastructure, roads and highways, and energy-grid modernization. Demand for these products is driven by general industrial activity and infrastructure spend. 86 Rig Technologies 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. Equipment and technologies the segment provides to customers include: substructures, derricks, and masts; cranes; jacking systems; pipe lifting, racking, rotating, and assembly systems; fluid transfer technologies, such as mud pumps; pressure control equipment, including blowout preventers; power transmission systems, including drives and generators; rig instrumentation and control systems; mooring, anchor, and deck handling machinery; major equipment components for offshore wind construction vessels; and pipelay and construction systems. 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. 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; 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. Geographic Areas: The following table presents consolidated revenues by country based on sales destination of the products or services (in millions): Year Ended December 31, 2023 2022 2021 United States $ 2,933 $ 2,603 $ 1,760 Saudi Arabia 729 488 316 Brazil 605 495 316 Norway 473 351 365 Canada 324 277 207 United Kingdom 277 199 204 China 248 296 222 Argentina 247 211 151 United Arab Emirates 224 157 130 Australia 211 229 88 Denmark 160 78 — Other Countries 2,152 1,853 1,765 Total $ 8,583 $ 7,237 $ 5,524 The following table presents net property, plant and equipment by country based on the location (in millions): December 31, 2023 2022 United States $ 906 $ 883 Saudi Arabia 258 240 Brazil 101 94 United Kingdom 80 72 United Arab Emirates 73 64 Denmark 72 68 South Korea 66 66 Norway 60 56 Canada 51 50 Mexico 31 27 Indonesia 20 18 Other Countries 147 143 Total $ 1,865 $ 1,781 87 Business Segments: The following table presents selected financial data by business segment (in millions): Wellbore Technologies Completion & Production Solutions Rig Technologies Eliminations and corporate (1) Total December 31, 2023 Revenue $ 3,172 $ 3,034 $ 2,608 $ ( 231 ) $ 8,583 Operating profit (2) 423 188 314 ( 274 ) 651 Capital expenditures 174 63 29 17 283 Depreciation and amortization 155 66 66 15 302 Goodwill 327 483 752 — 1,562 Total assets 3,419 2,973 3,675 1,227 11,294 December 31, 2022 Revenue $ 2,777 $ 2,588 $ 2,034 $ ( 162 ) $ 7,237 Operating profit (2) 304 69 144 ( 253 ) 264 Capital expenditures 109 59 34 12 214 Depreciation and amortization 150 62 73 16 301 Goodwill 313 480 712 — 1,505 Total assets 2,992 2,748 3,074 1,321 10,135 December 31, 2021 Revenue $ 1,959 $ 1,963 $ 1,739 $ ( 137 ) $ 5,524 Operating profit 74 ( 65 ) 43 ( 186 ) ( 134 ) Capital expenditures 77 46 74 4 201 Depreciation and amortization 158 62 71 15 306 Goodwill 342 473 712 — 1,527 Total assets 2,670 2,465 2,621 1,794 9,550 (1) Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations and corporate costs include intercompany transactions conducted between the three reporting segments that are eliminated in consolidation, as well as corporate costs not allocated to the segments. Intercompany transactions within each reporting segment are eliminated within each reporting segment. Also included in the eliminations and corporate costs column are capital expenditures and total assets related to corporate. Corporate assets consist primarily of cash and fixed assets. (2) Segment operating profit for 2023 includes charges, net of related credits, for: voluntary early retirement program (VERP) (Wellbore Technologies $ 19 million; Completion & Production Solutions $ 18 million; and, Rig Technologies $ 11 million); non-cash discount charge on royalty receivables (Wellbore Technologies $ 25 million); credits related to gains on sales of previously reserved inventory (Completion & Production Solutions $( 2 ) million; and, Rig Technologies $( 18 ) million); credit related to release of an earnout accrual (Rig Technologies $ 25 million); and severance and other restructuring costs (Completion & Production Solutions $ 10 million; and, Rig Technologies $ 1 million). Segment operating profit for 2022 includes charges, net of related credits, for: Russia impairment and other charges (Wellbore Technologies $ 60 million; Completion & Production Solutions $ 39 million; and, Rig Technologies $ 24 million); credits related to gains on sales of previously reserved inventory (Completion & Production Solutions $( 8 ) million; and, Rig Technologies $( 27 ) million); and severance and other restructuring costs (Completion & Production Solutions $ 5 million; and, Rig Technologies $ 3 million). 88 17. Impairment and Other Items 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. 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). 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. We expect to complete the sale of our Russian entities within the next 12 months, subject to regulatory approval. 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. 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. 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). 18. Subsequent Event 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. NOV’s new operational structure became effective January 1, 2024. The Company plans to begin reporting the new segment information beginning in the first quarter of 2024. Subsequent to year end, NOV completed the acquisition of Extract, a leading provider of artificial lift technologies and services. 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. 89 SCHEDU LE II NOV INC. VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2023, 2022 and 2021 (in millions) Balance beginning of year Additions (Deductions) charged to costs and expenses Charge off's and other Balance end of year Reserve for excess and obsolete inventories: 2023 $ 378 $ 28 $ ( 52 ) $ 354 2022 444 ( 18 ) ( 48 ) 378 2021 577 73 ( 206 ) 444 Valuation allowance for deferred tax assets: 2023 $ 920 $ ( 564 ) $ ( 10 ) $ 346 2022 1,127 24 ( 231 ) 920 2021 1,093 31 3 1,127 90