What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-04-29 · 142 added, 91 removed, 412 unchanged (36% of the section changed)

33 unchanged sentences

1 billion shares authorized;

378,080,553 and 381,549,541 shares issued and outstanding at March 31, 2025 and December 31, 2024

372,736,059 and 381,549,541 shares issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

7 unchanged sentences

Provision for income taxes

Net income attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Net income attributable to Company

6 unchanged sentences

Three Months Ended

Six Months Ended

Currency translation adjustments

2 unchanged sentences

Comprehensive income

Comprehensive income attributable to noncontrolling interest

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income attributable to Company

2 unchanged sentences

(In millions)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by (used in)

Adjustments to reconcile net income to net cash provided by

operating activities:

2 unchanged sentences

Equity income in unconsolidated affiliates

Dividend from unconsolidated affiliate

Stock-based compensation

Gain on business divestiture

Change in operating assets and liabilities, net of acquisitions:

6 unchanged sentences

Other assets/liabilities, net

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

1 unchanged sentence

Business acquisitions, net of cash acquired

Business divestitures, net of cash disposed

Net cash used in investing activities

5 unchanged sentences

Financing leases

Net cash provided by (used in) financing activities

Net cash used in financing activities

Effect of exchange rates on cash

Decrease in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

11 unchanged sentences

Balance at December 31, 2024

Other comprehensive income, net

Other comprehensive income

Cash dividends, $ 0.075 per common share

4 unchanged sentences

Balance at March 31, 2025

Other comprehensive income

Cash dividends, $ 0.285 per common share

Transactions with non-controlling interests

Stock-based compensation

Share repurchases

Balance at June 30, 2025

Shares Issued

11 unchanged sentences

Balance at March 31, 2024

Other comprehensive loss

Cash dividends, $ 0.075 per common share

Transactions with non-controlling interests

Stock-based compensation

Share repurchases

Balance at June 30, 2024

See notes to unaudited consolidated financial statements.

6 unchanged sentences

In our opinion, the consolidated financial statements include all adjustments, which are of a normal recurring nature unless otherwise disclosed, necessary for a fair presentation of the results for the interim periods.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP 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.

18 unchanged sentences

Amounts reclassified from accumulated other comprehensive

Balance at March 31, 2025

Balance at June 30, 2025

The components of amounts reclassified from accumulated other comprehensive loss are as follows (in millions):

Three Months Ended March 31,

Three Months Ended

Cost of revenue

Selling, general and administrative

Six Months Ended

Cost of revenue

Selling, general and administrative

The Company’s reporting currency is the U.S.

3 unchanged sentences

The movement in other comprehensive loss from period to period will be the combination of:

1) changes in fair value of open derivatives of $ 5 million during the three months ended March 31, 2025 ;

and, 2) the outflow of other comprehensive loss related to cumulative changes in the fair value of derivatives that have settled in the current period, which were $ 4 million the three months ended March 31, 2025 .

1) changes in fair value of open derivatives of $ 11 million and $ 16 million during the three and six months ended June 30, 2025 ;

and, 2) the outflow of other comprehensive loss related to cumulative changes in the fair value of derivatives that have settled in the current period, which were zero and $ 4 million for the three and six months ended June 30, 2025 .

The Company has two reportable segments, Energy Products and Services, and Energy Equipment, based on the products and services provided, customer base, and operating environment.

These reportable segments are determined as those businesses for which results are reviewed regularly by the Chief Operating Decision Maker, who is identified as our Chief Executive Officer , in allocating resources and assessing performance.

These reportable segments are determined as those businesses for which results are reviewed regularly by our Chief Executive Officer , who is identified as the Chief Operating Decision Maker, in allocating resources and assessing performance.

The following table presents financial data by business segment (in millions):

12 unchanged sentences

Depreciation and amortization

Gain on sales of fixed assets

(Gain) loss on sales of fixed assets

Operating profit

7 unchanged sentences

Capital expenditures

Six Months Ended

Energy Products and Services

Energy Equipment

Eliminations and corporate costs (1)

Energy Products and Services

Energy Equipment

Eliminations and corporate costs (1)

Revenue from external customers

Intersegment revenue

Total revenue

Cost of revenue (2)

Selling, general, and administrative (2)

Depreciation and amortization

(Gain) loss on sales of fixed assets

Operating profit

Reconciliation to income before income taxes:

Interest and financial costs

Interest income

Equity income (loss) in unconsolidated affiliates

Other expenses, net

Income before income taxes

Other segment information:

Capital expenditures

Investment in unconsolidated affiliates

6 unchanged sentences

Corporate assets consist primarily of cash and fixed assets.

(2) Included in cost of revenue and selling, general, and administrative expenses are pre-tax charges (credits) within Other Items of $ 13 million and $( 3 ) million, for the three months ended March 31, 2025, and 2024, respectively.

Other Items included in cost of revenue for the three months ended March 31, 2025 includes charges related to severance and other restructuring costs (Energy Products and Services:

and Energy Equipment:

$ 3 million);

and charges resulting from the deconsolidation of the Company ’ s Russian subsidiaries based on our determination that control over the subsidiaries was restricted following the levy of additional U.S.

sanctions on Russian operations (Corporate:

$ 1 million).

Other Items included in selling, general, and administrative expenses includes charges related to currency translation adjustment write-offs (Energy Products and Services:

$ 1 million);

and charges related to the aforementioned deconsolidation of our Russian subsidiaries (Corporate:

$ 4 million).

Other items included in cost of revenue for three months ended March 31, 2024 include credits related to gains on sales of previously reserved inventory (Energy Equipment:

$( 5 ) million);

charges related to severance and other restructuring costs (Energy Equipment:

and Corporate:

$ 1 million).

(2) Operating profit for the three and six months ended June 30, 2025, included charges of $ 15 million and $ 23 million, respectively, reported in “Cost of Revenue,” primarily related to severance and other restructuring costs.

Operating profit included charges of $ 4 million and $ 9 million for the three and six months ended June 30, 2025, respectively, reported in “Selling, General, and Administrative.” These charges were primarily related to streamlining our business processes during the second quarter of 2025, and the deconsolidation of the Company’s Russian subsidiaries in the first quarter of 2025.

Operating profit for the three and six months ended June 30, 2024, included a credit of $ 118 million and $ 121 million, respectively, reported in “Cost of Revenue,” primarily attributed to a pre-tax gain on the sale of a business during the second quarter of 2024.

Three Months Ended

Energy Products and Services

Energy Equipment

Energy Products and Services

Energy Equipment

Other Items included in:

Cost of revenue

Selling, general, and administrative

Six Months Ended

Energy Products and Services

Energy Equipment

Energy Products and Services

Energy Equipment

Other Items included in:

Cost of revenue

Selling, general, and administrative

Disaggregation of Revenue

1 unchanged sentence

In the table below, North America includes only the U.S.

Three Months Ended March 31,

Three Months Ended

North America

2 unchanged sentences

Intersegment revenue

Six Months Ended

North America

International

Intersegment revenue

In the table below, the revenue streams of the Energy Products and Services segment are categorized as services and rentals, sales of shorter-lived capital equipment, and sales of consumable products.

The revenue streams of Energy Equipment are categorized as long-lived capital equipment sales and aftermarket sales and services.

Three Months Ended March 31,

Three Months Ended

Energy Products and Services:

7 unchanged sentences

Total consolidated

Six Months Ended

Energy Products and Services:

Services & rental

Capital equipment

Product sales

Intersegment revenue

Energy Equipment:

Capital equipment

Intersegment revenue

Total consolidated

Performance Obligations

Net revenue recognized from performance obligations satisfied in previous periods was $ 41 million for the three months ended March 31, 2025 primarily due to change orders.

Net revenue recognized from performance obligations satisfied in previous periods was $ 102 million for the six months ended June 30, 2025 primarily due to change orders.

Remaining performance obligations represent the transaction price of firm orders for all revenue streams for which work has not been performed on contracts with 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 March 31, 2025 , the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,797 million.

As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,675 million.

Although numerous factors can affect timing of revenue recognized on performance obligations, such as customer change orders and supplier accelerations or delays, the Company expects to recognize approximately $ 1,043 million in revenue for the remaining performance obligations in the remainder of 2025 , $ 1,535 million in 2026 , $ 665 million in 2027 , and $ 1,432 million thereafter .

6 unchanged sentences

Currency translation adjustments and other

Balance at March 31, 2025

Balance at June 30, 2025

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 recognized revenue for drill bit licenses of approximately $ 19 million for the three months ended March 31, 2025 , and $ 16 million for the three months ended March 31, 2024.

The Company recognized revenue for drill bit licenses of approximately $ 19 million and $ 38 million for the three and six months ended June 30, 2025, and $ 17 million and $ 33 million for the three and six months ended June 30, 2024.

The Company is currently pursuing litigation against certain non-paying licensees, which will impact our ability to collect the receivables timely.

As such, revenue and the related receivables are recorded at a discount to reflect the delayed timing of future cash collections.

As of March 31, 2025 , the receivables of $ 133 million, net of allowances of $ 32 million for credit losses and $ 13 million for the remaining timing related discount, are included in Other assets on the Consolidated Balance Sheets.

As of June 30, 2025, the receivables of $ 139 million, net of allowances of $ 44 million for credit losses and $ 11 million for the remaining timing related discount, are included in Other assets on the Consolidated Balance Sheets.

These allowances do not impact the amount the Company is entitled to recover on its claims from the licensees in litigation.

4 unchanged sentences

The Company’s customer base, mostly in the oil and gas industry, have generally similar collectability risk characteristics, although larger and state-owned customers may have lower risk than smaller independent customers.

As of March 31, 2025, the allowance for credit losses totaled $ 66 million.

As of June 30, 2025, the allowance for credit losses totaled $ 68 million.

The changes in the carrying amount of the allowance for credit losses are as follows (in millions):

3 unchanged sentences

Reclass for long-term receivables

Balance at March 31, 2025

Balance at June 30, 2025

The Company leases certain facilities and equipment to support its operations around the world.

19 unchanged sentences

The credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60 %.

As of March 31, 2025, the Company was in compliance with a debt-to-capitalization ratio of 23.6 % and had no outstanding borrowings or letters of credits issued under the facility, resulting in $ 1.5 billion of available funds.

As of June 30, 2025, the Company was in compliance with a debt-to-capitalization ratio of 23.4 % and had no outstanding borrowings or letters of credits issued under the facility, resulting in $ 1.5 billion of available funds.

A consolidated joint venture of the Company borrowed $ 120 million against a $ 150 million bank line of credit, payable by June 2032 , for the construction of a facility in Saudi Arabia.

1 unchanged sentence

The bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75 %.

As of March 31, 2025, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of March 31, 2025, the Company has $ 94 million in borrowings related to this line of credit.

As of June 30, 2025, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of June 30, 2025, the Company has $ 89 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.

1 unchanged sentence

The Company can repay the entire outstanding facility balance without penalty at its sole discretion.

Other debt at March 31, 2025 included $ 54 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $ 27 million is due in the next twelve months.

The Company had $ 551 million of outstanding letters of credit at March 31, 2025, primarily in Norway and the United States, that are under various bilateral letter of credit facilities.

Other debt at June 30, 2025 included $ 50 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $ 27 million is due in the next twelve months.

The Company had $ 679 million of outstanding letters of credit at June 30, 2025, primarily in Norway and the United States, that are under various bilateral letter of credit facilities.

Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.

At March 31, 2025 and December 31, 2024 , the fair value of the Company’s unsecured Senior Notes approximated $ 1,289 million and $ 1,285 million, respectively.

At June 30, 2025 and December 31, 2024 , the fair value of the Company’s unsecured Senior Notes approximated $ 1,308 million and $ 1,285 million, respectively.

The fair value of the Company’s debt is estimated using Level 2 inputs in the GAAP fair value hierarchy and is based on quoted prices for those of similar instruments.

At March 31, 2025 and December 31, 2024 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,588 million and $ 1,587 million, respectively.

The effective tax rate was 38.8 % and 26.7 % for the three months ended March 31, 2025, and 2024 , respectively, as compared to the U.S.

statutory tax rate of 21 % for both periods.

The effective tax rate for 2025 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, unfavorable adjustments related to changes in certain foreign currency exchange rates, a shortfall related to previously recognized stock compensation deductibility, and adjustments to the carrying value of deferred tax assets, partially offset by a benefit from withholding tax refunds received.

The effective tax rate for 2024 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, losses in certain jurisdictions with no tax benefit, and a shortfall related to previously recognized stock compensation deductibility, partially offset by the reduction of valuation allowances related to U.S.

At June 30, 2025 and December 31, 2024 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,588 million and $ 1,587 million, respectively.

The effective tax rate for the three and six months ended June 30, 2025 was 0.9 % and 20.3 %, respectively, compared to 23.9 % and 24.9 % for the same period in 2024 .

statutory tax rate was 21 % for the periods presented.

The effective tax rate for the six months ended June 30, 2025 was positively impacted by the release of previously recorded reserves for uncertain tax positions of $ 58 million, partially offset by an increase to reserves for uncertain tax positions of $ 23 million, unfavorable adjustments related to the carrying value of deferred tax assets of $ 14 million, changes in certain foreign currency exchange rates of $ 4 million, and a mix of earnings in higher tax rate jurisdictions.

The effective tax rate for the six months ended June 30, 2024 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, losses in certain jurisdictions with no tax benefit, and adjustments to the carrying value of deferred tax assets, partially offset by the reduction of valuation allowances related to U.S.

and state deferred tax assets.

1 unchanged sentence

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.

Long-Term Incentive Plan (the “NOV Plan”), was approved by shareholders on May 11, 2018 and was amended and restated on May 24, 2022 and May 20, 2025.

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 70.9 million.

At March 31, 2025 , approximately 1.9 million shares remained available for future grants under the NOV Plan.

At June 30, 2025 , approximately 17.1 million shares remained available for future grants under the NOV Plan.

The Company also has outstanding awards under its former stock-based compensation plan known as the National Oilwell Varco, Inc.

1 unchanged sentence

however, the Company is no longer granting new awards under the Former Plan.

On February 19, 2025, under the NOV Plan, the Company granted 526,425 stock options with a fair value of $ 6.67 per option and an exercise price of $ 15.28 per share, 3,214,507 restricted stock units with a fair value of $ 15.28 per share, and performance share awards (PSAs) to senior management employees with potential payouts varying from zero to 1,217,278 shares in the aggregate.

On March 20, 2025, the Company granted 82,781 restricted stock units with a fair value of $ 15.10 per share and performance share awards to senior management employees with potential payouts varying from zero to 152,316 shares in the aggregate.

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 2025 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.

Total expense for all stock-based compensation arrangements was $ 16 million for the three months ended March 31, 2025 and $ 19 million for the three months ended March 31, 2024.

The total income tax expense recognized in the Consolidated Statements of Income for stock-based compensation arrangements for the three months ended March 31, 2025 and 2024 was $ 9 million and $ 4 million, respectively.

On May 20, 2025 , the Company granted 127,592 restricted stock units with a fair value of $ 12.54 per share.

The awards were granted to non-employee members of the board of directors and vest on the first anniversary of the grant date.

Total expense for all stock-based compensation arrangements was $ 17 million and $ 33 million for the three and six months ended June 30, 2025, respectively, and $ 17 million and $ 36 million for the three and six months ended June 30, 2024, respectively.

The total income tax expense (benefit) recognized in the Consolidated Statements of Income for stock-based compensation arrangements was $( 3 ) million and $ 6 million for the three and six months ended June 30, 2025 , respectively, and $( 1 ) million and $ 3 million for the three and six months ended June 30, 2024 , respectively.

Derivative Financial Instruments

19 unchanged sentences

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 gain (loss) recognized in other expense, net was $ 3 million for the three months ended March 31, 2025, and $( 3 ) million for the three months ended March 31, 2024.

The amount of gain recognized in Other Expense, net was $ 13 million and $ 16 million for the three and six months ended June 30, 2025, respectively, and $ 13 million and $ 10 million for the three and six months ended June 30, 2024, respectively.

The Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions):

10 unchanged sentences

Other liabilities

Total derivatives designated as hedging

instruments under ASC Topic 815

Designated total

Derivatives not designated as hedging

5 unchanged sentences

Other liabilities

Total derivatives not designated as

hedging instruments under ASC Topic 815

Total derivatives

Non-designated total

Net Income Attributable to Company Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

Net income attributable to Company

7 unchanged sentences

The two-class method requires a portion of net income attributable to Company to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents if declared.

Net income attributable to the Company allocated to these participating securities was immaterial for each of the three months ended March 31, 2025 and 2024 , respectively.

The Company had stock options outstanding that were anti-dilutive totaling 15 million for the three months ended March 31, 2025, compared to 17 million shares for the three months ended March 31, 2024 .

Net income attributable to the Company allocated to these participating securities was immaterial for each of the three and six months ended June 30, 2025 and 2024 , respectively.

The Company had stock options outstanding that were anti-dilutive totaling 19 million and 16 million shares for the three and six months ended June 30, 2025, respectively, compared to 16 million shares for each of the three and six months ended June 30, 2024 , respectively.

Cash Dividends

Cash dividends were $ 28 million for the three months ended March 31, 2025, compared to $ 20 million for the three months ended March 31, 2024.

Cash dividends were $ 107 million and $ 135 million for the three and six months ended June 30, 2025 , compared to $ 30 million and $ 50 million for the three and six months ended June 30, 2024.

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.

Share Repurchase Program

On April 25, 2024, the Company established a share repurchase program for up to $ 1 billion of the currently outstanding shares of the Company’s common stock over a period of 36 months.

Under the share repurchase program, the Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, in accordance with applicable securities laws and other restrictions, including Rule 10b-18.

The timing and total amount of any stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices and other considerations.

The Company intends to fund the repurchases using its available U.S.

cash balances, which may involve the repatriation of foreign earnings not indefinitely reinvested.

However, depending on U.S.

cash balances, the Company may choose to borrow against its revolving credit facility or issue new debt to finance the repurchases.

As shares are repurchased, they are constructively retired and returned to an unissued state.

During the three months ended June 30, 2025 , the Company repurchased approximately 5.5 million shares of common stock under the program for an aggregate amount of $ 69 million.

During the six months ended June 30, 2025 , the Company repurchased 10.9 million shares of common stock under the program for an aggregate amount of $ 150 million.

Commitments and Contingencies

7 unchanged sentences

The Company maintains insurance that covers claims such as third-party personal injury or property damage claims arising from risks associated with the business activities of the Company, including premises liability, product liability, marine risk, property damage, and other insurable losses.

The Company carries substantial insurance to cover insurable risks above a self-insured retention.

The Company carries substantial insurance to cover insurable risks above a self-insured retention, e.g., claims for personal injury and property.

The Company believes, and the Company’s experience has been, that such insurance has been sufficient to cover its material risks from operations.

The Company also from time to time may be a party to claims, threatened and actual litigation, arbitration, and internal investigations of potential regulatory and compliance matters which may arise from the Company’s business activities, some of which may not involve insured claims.

4 unchanged sentences

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 March 31, 2025, in the ordinary course of business, 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.

As of June 30, 2025, in the ordinary course of business, 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.

50 unchanged sentences

In response to additional sanctions enacted by governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries regarding the 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.

During the third quarter of 2022, we entered into an agreement to sell our business in Russia.

The sale is subject to various government approvals in Russia, the U.S.

6 unchanged sentences

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 continuing inflationary impacts, as well as monetary and regulatory policies could have material adverse impacts on our financial results.

The combined impact of supply chain and labor market disruptions, tariffs, continuing inflationary impacts, as well as monetary and regulatory policies could have material adverse impacts on our financial results.

Disputes may arise from a variety of causes, including weather impacts, cyber, geopolitical, regulatory or other business risks.

5 unchanged sentences

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.

Share Repurchase Program

On April 25, 2024, the Company established a share repurchase program for up to $ 1 billion of the currently outstanding shares of the Company’s common stock over a period of 36 months.

The Company intends to fund the repurchases using its available U.S.

cash balances, which may involve the repatriation of foreign earnings not indefinitely reinvested.

However, depending on U.S.

cash balances, the Company may choose to borrow against its revolving credit facility or issue new debt to finance the repurchases.

As shares are repurchased, they are constructively retired and returned to an unissued state.

During the three months ended March 31, 2025 , the Company repurchased 5.4 million shares of common stock under the program for an aggregate amount of $ 81 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements