Item 1. Financial Statements
Item 1. Financial Statements
NOV INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
June 30,
December 31,
2026
2025
ASSETS
(Unaudited)
Current assets:
Cash and cash equivalents
$
1,164
$
1,552
Receivables, net
1,813
1,701
Inventories, net
1,947
1,799
Contract assets
666
596
Prepaid and other current assets
199
172
Total current assets
5,789
5,820
Property, plant and equipment, net
2,016
2,050
Lease right-of-use assets, operating
320
315
Lease right-of-use assets, financing
180
187
Deferred income taxes
342
358
Goodwill
1,584
1,582
Intangibles, net
438
455
Investment in unconsolidated affiliates
159
163
Other assets
371
361
Total assets
$
11,199
$
11,291
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
858
$
831
Accrued liabilities
781
822
Contract liabilities
596
565
Current portion of lease liabilities
100
101
Current portion of long-term debt
14
30
Accrued income taxes
41
57
Total current liabilities
2,390
2,406
Long-term debt
1,692
1,688
Lease liabilities
520
521
Deferred income taxes
83
93
Other liabilities
253
261
Total liabilities
4,938
4,969
Commitments and contingencies
Stockholders’ equity:
Common stock - par value $ .01 ; 1 billion shares authorized; 357,299,308 and 360,803,354 shares issued and outstanding at June 30, 2026 and December 31, 2025
4
4
Additional paid-in capital
8,270
8,361
Accumulated other comprehensive loss
( 1,430
)
( 1,424
)
Retained deficit
( 639
)
( 673
)
Total Company stockholders’ equity
6,205
6,268
Noncontrolling interests
56
54
Total stockholders’ equity
6,261
6,322
Total liabilities and stockholders’ equity
$
11,199
$
11,291
See notes to unaudited consolidated financial statements.
2
NOV INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share data)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue
$
2,134
$
2,188
$
4,186
$
4,291
Cost of revenue
1,613
1,742
3,286
3,398
Gross profit
521
446
900
893
Selling, general and administrative
328
303
660
598
Operating profit
193
143
240
295
Interest and financial costs
( 21
)
( 22
)
( 43
)
( 44
)
Interest income
8
10
19
21
Equity income (loss) in unconsolidated affiliates
( 5
)
1
( 8
)
1
Other expense, net
( 18
)
( 17
)
( 16
)
( 37
)
Net income before income taxes
157
115
192
236
Provision for income taxes
41
1
56
48
Net income
116
114
136
188
Net income attributable to noncontrolling interests
4
6
5
7
Net income attributable to Company
$
112
$
108
$
131
$
181
Net income attributable to Company per share:
Basic
$
0.31
$
0.29
$
0.36
$
0.48
Diluted
$
0.31
$
0.29
$
0.36
$
0.48
Cash dividends per share
$
0.18
$
0.285
$
0.27
$
0.36
Weighted average shares outstanding:
Basic
359
375
360
378
Diluted
362
376
364
380
See notes to unaudited consolidated financial statements.
3
NOV INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In millions)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income
$
116
$
114
$
136
$
188
Currency translation adjustments
( 5
)
104
( 3
)
193
Changes in derivative financial instruments, net of tax
( 4
)
11
( 5
)
20
Changes in defined benefit plans, net of tax
1
1
2
1
Comprehensive income
108
230
130
402
Comprehensive income attributable to noncontrolling interests
4
6
5
7
Comprehensive income attributable to Company
$
104
$
224
$
125
$
395
See notes to unaudited consolidated financial statements.
4
NOV INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net income
$
136
$
188
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
185
176
Deferred income taxes
5
14
Stock-based compensation
41
33
Other, net
3
50
Change in operating assets and liabilities, net of acquisitions:
Receivables
( 111
)
24
Inventories
( 170
)
( 18
)
Contract assets
( 70
)
( 78
)
Prepaid and other current assets
( 27
)
( 3
)
Accounts payable
27
( 14
)
Accrued liabilities
( 60
)
( 120
)
Contract liabilities
31
21
Income taxes payable
( 15
)
2
Other assets/liabilities, net
16
51
Net cash provided by (used in) operating activities
$
( 9
)
$
326
Cash flows from investing activities:
Purchases of property, plant and equipment
( 146
)
( 167
)
Business acquisitions, net of cash acquired
( 13
)
—
Proceeds from sales of fixed assets
45
5
Net cash used in investing activities
$
( 114
)
$
( 162
)
Cash flows from financing activities:
Payments against lines of credit and other debt
( 13
)
( 13
)
Cash dividends paid
( 97
)
( 135
)
Share repurchases
( 130
)
( 150
)
Financing leases
( 16
)
( 14
)
Other
( 7
)
( 21
)
Net cash used in financing activities
( 263
)
( 333
)
Effect of exchange rates on cash
( 2
)
19
Decrease in cash and cash equivalents
( 388
)
( 150
)
Cash and cash equivalents, beginning of period
1,552
1,230
Cash and cash equivalents, end of period
$
1,164
$
1,080
Supplemental disclosures of cash flow information:
Cash payments during the period for:
Interest
$
40
$
42
Income taxes
$
79
$
86
See notes to unaudited consolidated financial statements.
5
NOV INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(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, 2025
361
$
4
$
8,361
$
( 1,424
)
$
( 673
)
$
6,268
$
54
$
6,322
Net income
—
—
—
—
19
19
1
20
Other comprehensive income
—
—
—
2
—
2
—
2
Cash dividends, $ 0.09 per common share
—
—
—
—
( 33
)
( 33
)
—
( 33
)
Stock-based compensation
—
—
26
—
—
26
—
26
Common stock issued
3
—
—
—
—
—
—
—
Stock options exercised
1
—
15
—
—
15
—
15
Withholding taxes
( 1
)
—
( 19
)
—
—
( 19
)
—
( 19
)
Share repurchases
( 4
)
—
( 67
)
—
—
( 67
)
—
( 67
)
Other
—
—
1
—
—
1
1
2
Balance at March 31, 2026
360
$
4
$
8,317
$
( 1,422
)
$
( 687
)
$
6,212
$
56
$
6,268
Net income
—
—
—
—
112
112
4
116
Other comprehensive loss
—
—
—
( 8
)
—
( 8
)
—
( 8
)
Cash dividends, $ 0.18 per common share
—
—
—
—
( 64
)
( 64
)
—
( 64
)
Transactions with non-controlling interests
—
—
—
—
—
—
( 3
)
( 3
)
Stock-based compensation
—
—
15
—
—
15
—
15
Stock options exercised
—
—
3
—
—
3
—
3
Share repurchases
( 3
)
—
( 63
)
—
—
( 63
)
—
( 63
)
Other
—
—
( 2
)
—
—
( 2
)
( 1
)
( 3
)
Balance at June 30, 2026
357
$
4
$
8,270
$
( 1,430
)
$
( 639
)
$
6,205
$
56
$
6,261
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, 2024
382
$
4
$
8,625
$
( 1,625
)
$
( 628
)
$
6,376
$
52
$
6,428
Net income
—
—
—
—
73
73
1
74
Other comprehensive income
—
—
—
98
—
98
—
98
Cash dividends, $ 0.075 per common share
—
—
—
—
( 28
)
( 28
)
—
( 28
)
Stock-based compensation
—
—
16
—
—
16
—
16
Common stock issued
3
—
—
—
—
—
—
—
Withholding taxes
( 1
)
—
( 13
)
—
—
( 13
)
—
( 13
)
Share repurchases
( 5
)
—
( 81
)
—
—
( 81
)
—
( 81
)
Other
( 1
)
—
( 1
)
—
—
( 1
)
1
—
Balance at March 31, 2025
378
$
4
$
8,546
$
( 1,527
)
$
( 583
)
$
6,440
$
54
$
6,494
Net income
—
—
—
—
108
108
6
114
Other comprehensive income
—
—
—
116
—
116
—
116
Cash dividends, $ 0.285 per common share
—
—
—
—
( 107
)
( 107
)
—
( 107
)
Transactions with non-controlling interests
—
—
—
—
—
—
( 5
)
( 5
)
Stock-based compensation
—
—
17
—
—
17
—
17
Share repurchases
( 6
)
—
( 69
)
—
—
( 69
)
—
( 69
)
Other
1
—
( 1
)
—
—
( 1
)
( 1
)
( 2
)
Balance at June 30, 2025
373
$
4
$
8,493
$
( 1,411
)
$
( 582
)
$
6,504
$
54
$
6,558
See notes to unaudited consolidated financial statements.
6
NOV INC.
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of NOV Inc. (“NOV” or the “Company”) present information in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. They do not include all information or footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s 2025 Annual Report on Form 10-K. Certain reclassifications have been made to prior period financial information in order to conform with current period presentation.
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 and six months ended June 30, 2026 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. Actual results could differ from those estimates.
The fair values of cash and cash equivalents, receivables and payables were approximately the same as their presented carrying values because of the short maturities of these instruments. The fair value of long-term debt is provided in Note 8, and the fair values of derivative financial instruments are provided in Note 11.
2. Inventories, net
Inventories consist of (in millions):
June 30, 2026
December 31, 2025
Raw materials and supplies
$
487
$
456
Work in process
221
217
Finished goods and purchased products
1,505
1,387
2,213
2,060
Less: Inventory reserve
( 266
)
( 261
)
Total
$
1,947
$
1,799
3. Accrued Liabilities
Accrued liabilities consist of (in millions):
June 30, 2026
December 31, 2025
Compensation
$
236
$
278
Vendor costs
160
165
Taxes (non-income)
98
102
Warranties
58
68
Insurance
57
46
Commissions
18
15
Derivatives
15
4
Interest
11
10
Other
128
134
Total
$
781
$
822
7
4. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive 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, 2025
$
( 1,375
)
$
2
$
( 51
)
$
( 1,424
)
Accumulated other comprehensive loss before reclassifications
( 3
)
—
—
( 3
)
Amounts reclassified from accumulated other comprehensive loss
—
( 5
)
2
( 3
)
Balance at June 30, 2026
$
( 1,378
)
$
( 3
)
$
( 49
)
$
( 1,430
)
The components of amounts reclassified from accumulated other comprehensive loss during the three and six months ended June 30, 2026 represent gains and losses reclassified on cash flow hedges when the hedged transaction occurs (see Note 11 to the Consolidated Financial Statements for further discussion) and the amortization of net actuarial gains and losses, prior service credits, settlements, and curtailments, which are included in the computation of net periodic pension cost.
5. Segments
The Company has two reportable segments, Energy Equipment and Energy Products and Services, 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 our Chief Executive Officer , who is identified as the Chief Operating Decision Maker (“CODM”), in allocating resources and assessing performance.
The following tables present financial data by business segment (in millions):
Three Months Ended June 30,
2026
2025
Energy Equipment
Energy Products and Services
Energy Equipment
Energy Products and Services
Revenue from external customers
$
1,198
$
936
$
1,190
$
998
Intersegment revenue
20
38
17
27
Total revenue
1,218
974
1,207
1,025
Less significant segment expenses:
Cost of revenue
878
701
918
753
Selling, general, and administrative
140
129
131
126
Depreciation and amortization
28
63
28
57
Gain on sales of fixed assets
( 7
)
( 13
)
( 1
)
—
Total significant segment expenses
$
1,039
$
880
$
1,076
$
936
Other segment items (1)
2
9
9
6
Segment operating profit
$
177
$
85
$
122
$
83
Three Months Ended June 30,
2026
2025
Energy Equipment
Energy Products and Services
Elims. and corporate costs (2)
Total
Energy Equipment
Energy Products and Services
Elims. and corporate costs (2)
Total
Segment operating profit
$
177
$
85
$
—
$
262
$
122
$
83
$
—
$
205
Corporate and other unallocated (3)
—
—
( 69
)
( 69
)
—
—
( 62
)
( 62
)
Interest and financial costs
—
—
( 21
)
( 21
)
—
—
( 22
)
( 22
)
Interest income
—
—
8
8
—
—
10
10
Equity income (loss) in unconsolidated affiliates
2
( 7
)
—
( 5
)
( 1
)
2
—
1
Other expenses, net
—
—
( 18
)
( 18
)
—
—
( 17
)
( 17
)
Income before income taxes
$
179
$
78
$
( 100
)
$
157
$
121
$
85
$
( 91
)
$
115
Other segment information:
Capital expenditures
$
21
$
59
$
1
$
81
$
33
$
48
$
2
$
83
8
Six Months Ended June 30,
2026
2025
Energy Equipment
Energy Products and Services
Energy Equipment
Energy Products and Services
Revenue from external customers
$
2,377
$
1,809
$
2,322
$
1,969
Intersegment revenue
31
62
31
48
Total revenue
2,408
1,871
2,353
2,017
Less significant segment expenses:
Cost of revenue
1,803
1,371
1,779
1,475
Selling, general, and administrative
274
260
251
251
Depreciation and amortization
57
124
56
116
Goodwill and long-lived asset impairment
—
—
—
—
Gain on sales of fixed assets
( 7
)
( 12
)
( 1
)
( 2
)
Total significant segment expenses
$
2,127
$
1,743
$
2,085
$
1,840
Other segment items (1)
11
17
12
11
Segment operating profit
$
270
$
111
$
256
$
166
Six Months Ended June 30,
2026
2025
Energy Equipment
Energy Products and Services
Elims. and corporate costs (2)
Total
Energy Equipment
Energy Products and Services
Elims. and corporate costs (2)
Total
Segment operating profit
$
270
$
111
$
—
$
381
$
256
$
166
$
—
$
422
Corporate and other unallocated (3)
—
—
( 141
)
( 141
)
—
—
( 127
)
( 127
)
Interest and financial costs
—
—
( 43
)
( 43
)
—
—
( 44
)
( 44
)
Interest income
—
—
19
19
—
—
21
21
Equity income (loss) in unconsolidated affiliates
4
( 12
)
—
( 8
)
3
( 2
)
—
1
Other expenses, net
—
—
( 16
)
( 16
)
—
—
( 37
)
( 37
)
Income before income taxes
$
274
$
99
$
( 181
)
$
192
$
259
$
164
$
( 187
)
$
236
Other segment information:
Capital expenditures
$
37
$
106
$
3
$
146
$
66
$
97
$
4
$
167
Investment in unconsolidated affiliates
$
9
$
145
$
5
$
159
$
9
$
169
$
—
$
178
Goodwill
$
777
$
807
$
—
$
1,584
$
816
$
807
$
—
$
1,623
Intangibles, net
$
124
$
314
$
—
$
438
$
129
$
367
$
—
$
496
Total assets
$
4,765
$
5,053
$
1,381
$
11,199
$
4,966
$
5,152
$
1,245
$
11,363
(1) Other segment items represent amounts necessary to reconcile segment revenue less significant expenses categories to segment operating profit and include items such as restructuring charges, other non-recurring items, and amounts not regularly reviewed by the CODM.
(2) 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 two reporting segments and with Corporate 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, fixed assets, and right-of-use assets.
(3) Includes certain corporate expenses not allocated to the segments, restructuring related to centrally managed initiatives and other non-recurring items.
9
6. Revenue
Disaggregation of Revenue
The following tables disaggregate our revenue by destinations and revenue streams, 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 millions).
In the table below, North America includes only the U.S. and Canada:
Three Months Ended June 30,
2026
2025
Energy
Energy
Energy
Products
Energy
Products
Equipment
and Services
Eliminations
Total
Equipment
and Services
Eliminations
Total
North America
$
213
$
565
$
—
$
778
$
271
$
570
$
—
$
841
International
985
371
—
1,356
919
428
—
1,347
Intersegment revenue
20
38
( 58
)
—
17
27
( 44
)
—
$
1,218
$
974
$
( 58
)
$
2,134
$
1,207
$
1,025
$
( 44
)
$
2,188
Land
$
397
$
713
$
—
$
1,110
$
418
$
737
$
—
$
1,155
Offshore
801
223
—
1,024
772
261
—
1,033
Intersegment revenue
20
38
( 58
)
—
17
27
( 44
)
—
$
1,218
$
974
$
( 58
)
$
2,134
$
1,207
$
1,025
$
( 44
)
$
2,188
Six Months Ended June 30,
2026
2025
Energy
Energy
Energy
Products
Energy
Products
Equipment
and Services
Elims.
Total
Equipment
and Services
Elims.
Total
North America
$
450
$
1,083
$
—
$
1,533
$
532
$
1,121
$
—
$
1,653
International
1,927
726
—
2,653
1,790
848
—
2,638
Intersegment revenue
31
62
( 93
)
—
31
48
( 79
)
—
$
2,408
$
1,871
$
( 93
)
$
4,186
$
2,353
$
2,017
$
( 79
)
$
4,291
Land
$
745
$
1,386
$
—
$
2,131
$
819
$
1,492
$
—
$
2,311
Offshore
1,632
423
—
2,055
1,503
477
—
1,980
Intersegment revenue
31
62
( 93
)
—
31
48
( 79
)
—
$
2,408
$
1,871
$
( 93
)
$
4,186
$
2,353
$
2,017
$
( 79
)
$
4,291
In the table below, the revenue streams of Energy Equipment are categorized as long-lived capital equipment sales and aftermarket sales and services. 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.
Three Months Ended June 30,
2026
2025
Energy Equipment:
Capital equipment
$
751
$
733
Aftermarket
447
457
Intersegment revenue
20
17
Total
1,218
1,207
Energy Products and Services:
Services & rental
$
494
$
501
Capital equipment
282
335
Product sales
160
162
Intersegment revenue
38
27
Total
974
1,025
Eliminations
( 58
)
( 44
)
Total consolidated
$
2,134
$
2,188
10
Six Months Ended June 30,
2026
2025
Energy Equipment:
Capital equipment
$
1,497
$
1,374
Aftermarket
880
948
Intersegment revenue
31
31
Total
2,408
2,353
Energy Products and Services:
Services & rental
$
967
$
1,008
Capital equipment
534
623
Product sales
308
338
Intersegment revenue
62
48
Total
1,871
2,017
Eliminations
( 93
)
( 79
)
Total consolidated
$
4,186
$
4,291
Performance Obligations
Net revenue recognized from performance obligations satisfied in previous periods was not material for the six months ended June 30, 2026.
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 June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,443 million. Although numerous factors can affect timing of revenue recognized on performance obligations, such as customer change orders, supplier accelerations or delays, and the current uncertainty and conflict in the Middle East, the Company expects to recognize approximately $ 1,071 million in revenue for the remaining performance obligations in the remainder of 2026 , $ 1,588 million in 2027 , $ 586 million in 2028 , and $ 1,198 million thereafter .
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 three and six months ended June 30, 2026 and 2025.
Contract liabilities consist of advance payments, billings in excess of revenue recognized and deferred revenue.
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, 2025
$
596
$
565
Billings
( 910
)
689
Revenue recognized
1,023
( 634
)
Currency translation adjustments and other
( 43
)
( 24
)
Balance at June 30, 2026
$
666
$
596
11
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. 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 June 30, 2026, the allowance for credit losses on accounts receivable and contract assets totaled $ 52 million.
The changes in the carrying amount of the allowance for credit losses are as follows (in millions):
Balance at December 31, 2025
$
64
Provision for expected credit losses
2
Recoveries collected
( 8
)
Write-offs
( 11
)
Reclass for long-term receivables
8
Other
( 3
)
Balance at June 30, 2026
$
52
7. 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):
June 30, 2026
December 31, 2025
Current portion of lease liabilities:
Operating
$
70
$
71
Financing
30
30
Total
$
100
$
101
Long-term portion of lease liabilities:
Operating
$
293
$
289
Financing
227
232
Total
$
520
$
521
8. Debt
Debt consists of (in millions):
June 30, 2026
December 31, 2025
$ 1.1 billion in Senior Notes, interest at 3.95 % payable semiannually, principal due on December 1, 2042
$
1,092
$
1,092
$ 0.5 billion in Senior Notes, interest at 3.60 % payable semiannually, principal due on December 1, 2029
497
497
Other debt
117
129
Total debt
1,706
1,718
Less current portion
14
30
Long-term debt
$
1,692
$
1,688
12
The Company has a revolving credit facility with a borrowing capacity of $ 1.5 billion through September 12, 2030 . The Company has the right to increase the aggregate commitments under this agreement to an aggregate amount of up to $ 2.5 billion upon the consent of only those lenders holding any such increase. Interest under the multicurrency facility is based upon Secured Overnight Financing Rate (SOFR), Euro Interbank Offered Rate (EURIBOR), Sterling Overnight Index Average (SONIA), Canadian Overnight Repo Rate Average (CORRA), or Norwegian Interbank Offered Rate (NIBOR), plus 1.25 % subject to a ratings-based grid or the U.S. prime rate. The credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60 %. As of June 30, 2026, 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 $ 1.5 billion of available funds.
A consolidated joint venture of the Company borrowed $ 120 million against a $ 150 million bank line of credit, payable by June 2032 , for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon SOFR plus 1.40 %. The bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75 %. As of June 30, 2026, the joint venture was in compliance and will not have future borrowings on the line of credit. As of June 30, 2026, the Company had $ 78 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 $ 12 million in payments related to this line of credit due in the next twelve months. The Company can repay the entire outstanding facility balance without penalty at its sole discretion.
Other debt at June 30, 2026 included $ 38 million of amounts owed to current minority interest partners of NOV consolidated joint ventures, of which $ 2 million is due in the next twelve months.
The Company had $ 909 million of outstanding letters of credit at June 30, 2026, primarily in the United States 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 June 30, 2026 and December 31, 2025, the fair value of the Company’s unsecured Senior Notes approximated $ 1,345 million and $ 1,353 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 June 30, 2026 and December 31, 2025 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,589 million at both reporting dates.
9. Income Taxes
The effective tax rate for the three and six months ended June 30, 2026 was 26.1 % and 29.2 % , respectively, compared to 0.9 % and 20.3 % for the same period in 2025. The U.S. statutory tax rate was 21 % for all periods. The effective tax rate for the three months ended June 30, 2026 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, partially offset by the release of previously recorded reserves for unrecognized tax benefits and adjustments to prior year taxes. The effective tax rate for the six months ended June 30, 2026 was negatively impacted by a mix of earnings in higher tax rate jurisdictions and a shortfall related to previously recognized stock compensation deductibility, partially offset by the release of previously recorded reserves for unrecognized tax benefits and adjustments to prior year taxes. The effective tax rate for the six months ended June 30, 2025 was positively impacted by the release of previously recorded reserves for unrecognized tax benefits of $ 58 million, partially offset by an increase to reserves for unrecognized tax benefits 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.
10. Stock-Based Compensation
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 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 June 30, 2026 , approximately 13.7 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. Long-Term Incentive Plan (the “Former Plan”); however, the Company is no longer granting new awards under the Former Plan.
On May 20, 2026, under the NOV Plan, the Company granted 75,656 restricted stock units (“RSUs”) with a fair value of $ 21.15 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 $ 15 million and $ 41 million for the three and six months ended June 30, 2026, respectively, and $ 17 million and $ 33 million for the three and six months ended June 30, 2025, respectively.
The total income tax expense (benefit) recognized in the Consolidated Statements of Income for stock-based compensation arrangements was $( 2 ) million for each of the three and six months ended June 30, 2026 , respectively, and $( 3 ) million and $ 6 million for the three and six months ended 2025 , respectively.
13
11. Derivative Financial Instruments
The Company uses forward currency contracts 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).
The fair values of these derivative financial instruments are determined 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.
Forward currency contracts consist of (in millions):
Currency Denomination
Currency
June 30, 2026
December 31, 2025
South Korean Won
KRW
37,280
49,790
Norwegian Krone
NOK
2,118
2,756
U.S. Dollar
USD
875
827
Euro
EUR
166
190
Japanese Yen
JPY
31
569
Singapore Dollar
SGD
13
18
British Pound Sterling
GBP
—
3
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 $ 2 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 expense, net”, together with the changes in the hedged nonfunctional monetary accounts.
The amount of gain (loss) recognized in “other expense, net” was $ ( 1 ) million for both the three and six months ended June 30, 2026, compared to $ 13 million and $ 16 million for the three and six months ended June 30, 2025, respectively.
The Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions):
Asset Derivatives
Liability Derivatives
Balance Sheet
June 30,
December 31,
Balance Sheet
June 30,
December 31,
Location
2026
2025
Location
2026
2025
Derivatives designated as hedging instruments
Foreign exchange contracts
Prepaid and other current assets
$
3
$
3
Accrued liabilities
$
7
$
1
Foreign exchange contracts
Other assets
—
—
Other liabilities
—
—
Designated total
$
3
$
3
$
7
$
1
Derivatives not designated as hedging instruments
Foreign exchange contracts
Prepaid and other current assets
$
3
$
2
Accrued liabilities
$
8
$
3
Foreign exchange contracts
Other assets
—
—
Other liabilities
—
—
Non-designated total
$
3
$
2
$
8
$
3
Total
$
6
$
5
$
15
$
4
14
12. Net Income 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):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Numerator:
Net income attributable to Company
$
112
$
108
$
131
$
181
Denominator:
Basic—weighted average common shares outstanding
359
375
360
378
Dilutive effect of employee stock options and other unvested stock awards
3
1
4
2
Diluted—weighted average common shares outstanding
362
376
364
380
Net income attributable to Company per share:
Basic
$
0.31
$
0.29
$
0.36
$
0.48
Diluted
$
0.31
$
0.29
$
0.36
$
0.48
Cash dividends per share
$
0.18
$
0.285
$
0.27
$
0.36
Companies with unvested participating securities are required to utilize a two-class method for the computation of net income attributable to Company per share. 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 and six months ended June 30, 2026 and 2025 , respectively.
The Company had stock options and restricted shares ou tstanding that were anti-dilutive totaling 6 million and 7 million shares for the three and six months ended June 30, 2026, compared to 19 million and 16 million shares for the three and six months ended June 30, 2025 .
15
13. Cash Dividends
Cash dividends were $ 64 million and $ 97 million for the three and six months ended June 30, 2026, compared to $ 107 million and $ 135 million for the three and six months ended June 30, 2025. 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.
14. 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 and six months ended June 30, 2026, the Company repurchased approximately 3.2 million shares of common stock under the program for an aggregate amount of $ 63 million and 6.7 million shares of common stock under the program for an aggregate amount of $ 130 million, respectively. During the three and six months ended June 30, 2025, the Company repurchased approximately 5.5 million shares of common stock under the program for an aggregate amount of $ 69 million, and 10.9 million shares of common stock under the program for an aggregate amount of $ 150 million, respectively.
15. Commitments and Contingencies
From time to time, the Company is involved in various claims, regulatory agency audits, investigations and legal actions involving a variety of matters. As of June 30, 2026, 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 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. The litigation process and 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, should not materially affect our financial position, cash flows or results of operations.
Developments in global trade policy, including tariffs, geopolitical tensions, sanctions, and regulatory changes, have impacted and may continue to influence our operations. In February 2026, the U.S. Supreme Court determined that certain tariffs were unlawful, effectively nullifying the legal basis for some incremental tariffs implemented since February 2025 and sending related cases back to the Court of International Trade. In response, the U.S. administration introduced new tariffs under different authorities, increasing uncertainty around the scope, duration, and potential changes to current and future tariffs, as well as the risk of retaliatory measures. We have submitted Consolidated Administration and Processing of Entries (“CAPE”) Declarations for International Emergency Economic Powers Act (“IEEPA”) duty refunds and are closely monitoring developments to better understand the government’s next steps. For the three months ended June 30, 2026 , we have recorded a benefit of approximately $ 40 million, within “Cost of revenue” in the Consolidated Statements of Income to reflect any benefit from such refunds, of which we have received $ 17 million through June 30, 2026. The remaining outstanding balance is reported within “Receivables, net” in the Consolidated Balance Sheets.
16
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 (the “License Agreements”). 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 companies agreed to pay the royalties for the right to use the portfolio of patents, whether they used some, all or none of the specific patented claims in any particular patent. The license agreements 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 claim to not manufacture products covered by the unexpired patents. Some of these companies stopped making payments upon 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 making payments. The Company has sued asserting that failure to pay the royalties is a breach of the License Agreements. 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 License Agreements. The licensees have responded with a number of alleged defenses and requests for declaratory judgment all focused on avoiding the payments called for under the License Agreements. The parties’ legal filings to date can be found in the following cases: Grant Prideco, Inc., et al. v. Schlumberger Technology Corp., et al., No. 4:23-cv-00730; Halliburton Energy Services, Inc. v. Grant Prideco, Inc., et al., No. 4:23-cv-01789; and Grant Prideco, Inc., et al. v. Baker Hughes Oilfield Operations Inc., et al., No. 4:25-cv-03459, all in the United States District Court for the Southern District of Texas. We have also subsequently initiated litigation against Taurex Drill Bits. The legal filings to date for that proceeding can be found in the case Grant Prideco, Inc., et al. v. Taurex Drill Bits, L.L.C., No. 25-BC11B-0065, in the Eleventh Business Court Division for Harris County, Texas. On September 29, 2025, and October 7, 2025, in the lawsuits against Halliburton, Ulterra and Varel, the district court issued rulings, the effect of which is that NOV cannot collect royalties under the License Agreements after the date each licensee stopped making royalty payments. NOV believes the court’s ruling is incorrect and is appealing the court’s decision, which can be found in the case: Halliburton Energy Services, Inc. v. Grant Prideco, Inc. et al., Nos. 26-1256, 26-1266, In the United States Court of Appeals for the Federal Circuit. The Company continues to strongly believe that the royalties for which it has sued are due and owing pursuant to the terms of the License Agreements. Of course, there is inherent risk with the related litigation and the Company makes no assurances as to the outcome of such litigation. As of June 30, 2026 , royalty receivables of $ 140 million, net of related reserves of $ 78 million and the remaining timing related discount of $ 40 million, are included in “Other assets” on the Consolidated Balance Sheets. 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 collectability of the receivables in accordance with t he allowance for credit losses p olicy described in Note 6.
17
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.