NOV Inc.

Previous wording

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

Current wording

NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 56 countries. NOV operates under two segments, Energy Equipment and Energy Products and Services.

Previous wording

Results of operations are presented in accordance with GAAP. Certain reclassifications have been made to prior period financial information in order to conform with current period presentation. The Company discloses Adjusted operating profit (defined as operating profit excluding gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items (as defined below under “Executive Summary”)) and Adjusted EBITDA (defined as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items) in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations. See “Non-GAAP Financial Measures and Reconciliations in Results of Operations” for an explanation of our use of non-GAAP financial measures and reconciliations to their corresponding measures calculated in accordance with GAAP.

Current wording

Results of operations are presented in accordance with GAAP. Certain reclassifications have been made to prior period financial information in order to conform with current period presentation. The Company discloses Adjusted operating profit (defined as operating profit excluding gains and losses on fixed assets, and, when applicable, pre-tax Other Items (as defined below under “Executive Summary”)) and Adjusted EBITDA (defined as operating profit excluding depreciation, amortization, gains and losses on fixed assets, and, when applicable, pre-tax Other Items) in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations. See “Non-GAAP Financial Measures and Reconciliations in Results of Operations” for an explanation of our use of non-GAAP financial measures and reconciliations to their corresponding measures calculated in accordance with GAAP.

Previous wording

For the second quarter ended June 30, 2026, the Company generated revenues of $2.13 billion, an increase of four percent sequentially and a decrease of two percent compared to the second quarter of 2025. Net income increased $4 million, or $0.02 per diluted share, year-over-year to $112 million. Operating profit was $193 million, or 9.0 percent of sales, an increase of 35 percent versus the second quarter of 2025. Adjusted operating profit was $190 million, an increase of 15 percent versus the second quarter of 2025. Adjusted EBITDA increased $31 million year-over-year to $283 million, or 13.3 percent of sales. Second quarter 2026 Adjusted operating profit and Adjusted EBITDA include a benefit of approximately $40 million related to tariff refunds.

Current wording

For the third quarter ended September 30, 2026, the Company generated revenues of $2.23 billion, an increase of four percent sequentially and an increase of two percent compared to the third quarter of 2025. Net income increased $48 million, or $0.14 per diluted share, year-over-year to $90 million. Operating profit was $142 million, or 6.4 percent of sales, an increase of 33 percent versus the third quarter of 2025. Adjusted operating profit was $188 million, an increase of 11 percent versus the third quarter of 2025. Adjusted EBITDA increased $23 million year-over-year to $281 million, or 12.6 percent of sales. Third quarter 2026 Adjusted operating profit and Adjusted EBITDA include a benefit of approximately $5 million related to tariff refunds.

Previous wording

Energy Equipment generated revenues of $1.22 billion in the second quarter of 2026, an increase of one percent from the second quarter of 2025. Operating profit increased $55 million from the prior year to $177 million, or 14.5 percent of sales, and included $2 million in pre-tax Other Items and a $7 million gain on sales of fixed assets. Adjusted EBITDA increased $42 million from the prior year to $200 million, or 16.4 percent of sales, and includes a benefit of approximately $14 million related to tariff refunds. Strong execution on offshore production projects nearing completion and a more favorable sales mix drove the improvement in revenue and profitability.

Current wording

Energy Equipment generated revenues of $1.22 billion in the third quarter of 2026, a decrease of two percent from the third quarter of 2025. Operating profit decreased $8 million from the prior year to $122 million, or 10.0 percent of sales, and included $14 million in pre-tax Other Items and a $22 million net loss on write-down of fixed assets. Adjusted EBITDA increased $7 million from the prior year to $187 million, or 15.3 percent of sales. The decrease in revenue was due to the completion of certain offshore production related projects that were not fully offset by increased demand for the segment’s other products and services. Adjusted EBITDA margins expanded, driven by a favorable project mix and improved margins in backlog.

Previous wording

New orders booked during the quarter totaled $474 million, an increase of $54 million when compared to the $420 million of new orders booked during the second quarter of 2025. Orders shipped from backlog were $638 million, representing a book-to-bill of 74 percent and an increase of $6 million when compared to the $632 million orders shipped and a 66 percent book-to-bill during the second quarter 2025. As of June 30, 2026, backlog for capital equipment orders for Energy Equipment totaled $4.08 billion, a decrease of $220 million from June 30, 2025.

Current wording

New orders booked during the quarter totaled $577 million representing a book-to-bill of 91 percent when compared to $632 million of orders shipped from backlog. As of September 30, 2026, backlog for capital equipment orders for Energy Equipment totaled $3.98 billion.

Previous wording

Energy Products and Services generated revenues of $974 million in the second quarter of 2026, a decrease of five percent from the second quarter of 2025. Operating profit increased $2 million from the prior year to $85 million, or 8.7 percent of sales, and included $9 million in pre-tax Other Items and a $13 million gain on sales of fixed assets. Adjusted EBITDA decreased $2 million from the prior year to $144 million, or 14.8 percent of sales, and includes a benefit of approximately $26 million related to tariff refunds. Market share gains by the segment’s drill bit and artificial lift operations and continued growth in digital services were more than offset by lower capital equipment sales, despite orders booked in the first half of 2026 that are expected to support higher shipments in the second half of the year.

Current wording

Energy Products and Services generated revenues of $1.06 billion in the third quarter of 2026, an increase of nine percent from the third quarter of 2025. Operating profit increased $50 million from the prior year to $88 million, or 8.3 percent of sales, and included $7 million in pre-tax Other Items and a $4 million gain on sales of fixed assets. Adjusted EBITDA increased $18 million from the prior year to $153 million, or 14.5 percent of sales. Revenue growth was led by increasing manufacturing throughput against the segment’s growing backlog of drill pipe and composite equipment. Continued improvement in cost structure and operational efficiencies resulted in higher margins.

Previous wording

The Company’s results are dependent on, among other things, the level of worldwide oil and gas drilling, well remediation activity, the prices of crude oil and natural gas, capital spending by exploration and production companies and drilling contractors, worldwide oil and gas inventory levels and, to a lesser degree, the level of investment in wind and geothermal energy projects. Key industry indicators for the second quarter of 2026 and 2025, and the first quarter of 2026 include the following:

Current wording

The Company’s results are dependent on, among other things, the level of worldwide oil and gas drilling, well remediation activity, the prices of crude oil and natural gas, capital spending by exploration and production companies and drilling contractors, worldwide oil and gas inventory levels and, to a lesser degree, the level of investment in wind and geothermal energy projects. Key industry indicators for the third quarter of 2026 and 2025, and the second quarter of 2026 include the following:

Previous wording

The worldwide quarterly average rig count decreased 4 percent (from 1,832 to 1,760) in the second quarter of 2026 when compared to the first quarter of 2026. The average per barrel price of West Texas Intermediate Crude Oil increased 33 percent (from $71.98 per barrel to $95.75 per barrel) and natural gas prices decreased 38 percent (from $4.79 per mmbtu to $2.95 per mmbtu) in the second quarter of 2026 compared to the first quarter of 2026.

Current wording

The worldwide quarterly average rig count increased 8 percent (from 1,760 to 1,903) in the third quarter of 2026 when compared to the second quarter of 2026. The average per barrel price of West Texas Intermediate Crude Oil decreased 9 percent (from $95.75 per barrel to $87.22 per barrel) and natural gas prices decreased 2 percent (from $2.95 per mmbtu to $2.88 per mmbtu) in the third quarter of 2026 compared to the second quarter of 2026.

Previous wording

On July 24, 2026, there were 791 rigs actively drilling in North America, comprised of U.S. and Canada, which increased 12 percent from the second quarter average of 704 rigs. The price for West Texas Intermediate Crude Oil was $89.31 per barrel at July 24, 2026, a decrease of 7 percent from the second quarter of 2026 average. The price for natural gas was $2.89 per mmbtu at July 24, 2026, a decrease of 2 percent from the second quarter of 2026 average.

Current wording

On October 23, 2026, there were 823 rigs actively drilling in North America, comprised of U.S. and Canada, which increased 3 percent from the third quarter of 2026 average of 796 rigs. The price for West Texas Intermediate Crude Oil was $103.27 per barrel at October 23, 2026, an increase of 18 percent from the third quarter of 2026 average. The price for natural gas was $2.64 per mmbtu at October 23, 2026, a decrease of 8 percent from the third quarter of 2026 average.

Previous wording

three and six months ended June 30, 2026 and 2025. Revenue from Energy Equipment was $1,218 million for the three months ended June 30, 2026, compared to $1,207 million for the three months ended June 30, 2025, an increase of $11 million or 1 percent. For the six months ended June 30, 2026, revenue was $2,408 million compared to $2,353 million for the six months ended June 30, 2025, an increase of $55 million or 2 percent. Revenue remained relatively flat when compared to the prior year with higher sales of production related capital equipment, mostly offset by lower revenue from aftermarket parts and services.

Current wording

three and nine months ended September 30, 2026 and 2025. Revenue from Energy Equipment was $1,220 million for the three months ended September 30, 2026, compared to $1,247 million for the three months ended September 30, 2025, a decrease of $27 million or 2 percent. The decrease was primarily driven by a 3 percent decline in capital equipment revenue, largely attributable to the completion of certain offshore production related projects that were not fully offset by increased demand for the segment’s other products and services. For the nine months ended September 30, 2026, revenue was $3,628 million compared to $3,600 million for the nine months ended September 30, 2025, an increase of $28 million or 1 percent. Revenue remained relatively flat when compared to the prior year with higher sales of production-related capital equipment, mostly offset by lower revenue from aftermarket parts and services.

Previous wording

Operating profit from Energy Equipment was $177 million for the three months ended June 30, 2026, compared to an operating profit of $122 million for the three months ended June 30, 2025, an increase of $55 million. Strong execution on offshore production equipment projects nearing completion, a more favorable sales mix, and a benefit of approximately $14 million related to tariff refunds drove the improvement in profitability for the three months ended June 30, 2026 when compared to the same period of the prior year. For the six months ended June 30, 2026, operating profit was $270 million compared to $256 million for the six months ended June 30, 2025, an increase of $14 million. Strong execution on offshore production related equipment projects, partially offset by disruptions in the Middle East during the first quarter of 2026, led to improved profitability for the six months ended June 30, 2026 when compared to the same period of the prior year.

Current wording

Operating profit from Energy Equipment was $122 million for the three months ended September 30, 2026, compared to an operating profit of $130 million for the three months ended September 30, 2025, a decrease of $8 million. The decrease was primarily attributable to charges associated with facility closures in the current quarter, partially offset by a favorable project mix and improved margins in backlog. For the nine months ended September 30, 2026, operating profit was $392 million compared to $386 million for the nine months ended September 30, 2025, an increase of $6 million. Strong execution on offshore production related equipment projects, partially offset by disruptions in the Middle East and the charges associated with facility closures, led to improved profitability for the nine months ended September 30, 2026 when compared to the same period of the prior year.

Previous wording

The Energy Equipment segment monitors its capital equipment backlog to plan its business. New orders are added to backlog only when the Company receives a firm written order for major completion and production components or a contract related to a construction project. The capital equipment backlog was $4.08 billion at June 30, 2026, a decrease of $220 million from backlog of $4.30 billion at June 30, 2025. Although numerous factors can affect the timing of revenue out of backlog (including, but not limited to, customer change orders, supplier accelerations or delays, and the current uncertainty and conflict in the Middle East), the Company reasonably expects approximately 29 percent of backlog to become revenue during the rest of 2026 and the remainder thereafter. At June 30, 2026, approximately 57 percent of the capital equipment backlog was for offshore products and approximately 94 percent of the capital equipment backlog was destined for international markets.

Current wording

The Energy Equipment segment monitors its capital equipment backlog to plan its business. New orders are added to backlog only when the Company receives a firm written order for major completion and production components or a contract related to a construction project. The capital equipment backlog was $3.98 billion at September 30, 2026, a decrease of $577 million from backlog of $4.56 billion at September 30, 2025. Although numerous factors can affect the timing of revenue out of backlog (including, but not limited to, customer change orders, supplier accelerations or delays, and the current uncertainty and conflict in the Middle East), the Company reasonably expects approximately 15 percent of backlog to become revenue during the rest of 2026 and the remainder thereafter. At September 30, 2026, approximately 57 percent of the capital equipment backlog was for offshore products and approximately 93 percent of the capital equipment backlog was destined for international markets.

Previous wording

three and six months ended June 30, 2026 and 2025. Revenue from Energy Products and Services was $974 million for the three months ended June 30, 2026, compared to $1,025 million for the three months ended June 30, 2025, a decrease of $51 million or 5 percent. For the six months ended June 30, 2026, revenue was $1,871 million compared to $2,017 million for the six months ended June 30, 2025, a decrease of $146 million or 7 percent. Revenue declines were primarily driven by a decrease in capital equipment sales which were impacted by the conflict in the Middle East, partially offset by market share gains from the segment’s drill bit and artificial lift operations, and continued growth in digital services.

Current wording

three and nine months ended September 30, 2026 and 2025. Revenue from Energy Products and Services was $1,057 million for the three months ended September 30, 2026, compared to $971 million for the three months ended September 30, 2025, an increase of $86 million or 9 percent. Revenue growth was led by increasing manufacturing throughput against the segment’s growing backlog of drill pipe and composite equipment. For the nine months ended September 30, 2026, revenue was $2,928 million compared to $2,988 million for the nine months ended September 30, 2025, a decrease of $60 million or 2 percent. The revenue decline was primarily driven by a decrease in capital equipment sales which were impacted by the conflict in the Middle East, partially offset by market share gains from the segment’s drill bit and artificial lift operations, and continued growth in digital services.

Previous wording

Operating profit from Energy Products and Services was $85 million for the three months ended June 30, 2026, compared to an operating profit of $83 million for the three months ended June 30, 2025, an increase of $2 million. For the six months ended June 30, 2026, operating profit was $111 million compared to $166 million for the six months ended June 30, 2025, a decrease of $55 million. Lower net tariff costs, which includes a benefit of approximately $26 million related to tariff refunds in the current quarter, helped profitability remain relatively flat for the three months ended June 30, 2026 when compared to the prior year, while lower capital equipment sales reduced manufacturing plant absorption and impacted profitability for the six months ended June 30, 2026 when compared to the same period of the prior year.

Current wording

Operating profit from Energy Products and Services was $88 million for the three months ended September 30, 2026, compared to an operating profit of $38 million for the three months ended September 30, 2025, an increase of $50 million. The increase was primarily attributable to improved operating performance and a more favorable sales mix. For the nine months ended September 30, 2026, operating profit was $199 million compared to $204 million for the nine months ended September 30, 2025, a decrease of $5 million. The decrease in profitability was primarily attributable to lower capital equipment sales which reduced manufacturing plant absorption.

Previous wording

Eliminations and corporate costs were $69 million and $141 million for the three and six months ended June 30, 2026, compared to $62 million and $127 million for the three and six months ended June 30, 2025.

Current wording

Eliminations and corporate costs were $68 million and $209 million for the three and nine months ended September 30, 2026, compared to $61 million and $188 million for the three and nine months ended September 30, 2025.

Previous wording

Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations include intercompany transactions conducted between the two reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment. Eliminations increased 21 percent when compared to the second quarter of 2025 due to higher activity, and remained relatively flat on a year-to-date basis.

Current wording

Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations include intercompany transactions conducted between the two reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment. Eliminations increased 21 percent when compared to the third quarter of 2025 and 10 percent on a year-to-date basis due to higher activity.

Previous wording

Corporate costs remained relatively flat compared to the second quarter of 2025, while corporate costs increased 14 percent on a year-to-date basis primarily due to a non-recurring charge related to stock-based compensation during the first quarter of 2026 and other restructuring costs.

Current wording

Corporate costs increased 6 percent when compared to the third quarter of 2025, primarily due to higher restructuring costs, while corporate costs increased 12 percent on a year-to-date basis primarily due to a non-recurring charge related to stock-based compensation during the first quarter of 2026 and other restructuring costs.

Previous wording

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

Current wording

Interest and financial costs were $21 million and $64 million for the three and nine months ended September 30, 2026, compared to $22 million and $66 million for the three and nine months ended September 30, 2025, remaining relatively consistent year-over-year.

Previous wording

Equity income (loss) in unconsolidated affiliates

Current wording

Equity loss in unconsolidated affiliates

Previous wording

Equity income (loss) in unconsolidated affiliates was $(5) million and $(8) million for the three and six months ended June 30, 2026, compared to $1 million for each of the three and six months ended June 30, 2025. Sales for our largest investment in unconsolidated affiliates declined 29 percent for the second quarter of 2026 when compared to the second quarter of 2025. For the six months ended June 30, 2026, sales declined 22 percent year-over-year. The decline in sales is primarily due to pricing pressures for oil country tubular goods which led to lower profitability year-over-year.

Current wording

Equity loss in unconsolidated affiliates was $7 million and $15 million for the three and nine months ended September 30, 2026, compared to $11 million and $10 million for the three and nine months ended September 30, 2025. Sales for our largest investment in unconsolidated affiliates declined 13 percent for the third quarter of 2026 when compared to the third quarter of 2025. For the nine months ended September 30, 2026, sales declined 20 percent year-over-year. The decline in sales is primarily due to pricing pressures for oil country tubular goods which led to lower profitability year-over-year.

Previous wording

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

Current wording

Other expense, net was zero and $16 million for the three and nine months ended September 30, 2026, compared to $12 million and $49 million for the three and nine months ended September 30, 2025. The change in expense was primarily due to larger foreign currency fluctuations in the prior year, particularly with the devaluation of the U.S. Dollar.

Previous wording

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 of 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.

Current wording

The effective tax rate for the three and nine months ended September 30, 2026 was 22.8% and 26.7%, respectively, compared to 39.7% and 24.9% 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 September 30, 2026 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, partially offset by adjustments to prior year taxes. The effective tax rate for the nine months ended September 30, 2026 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 release of previously recorded reserves for unrecognized tax benefits and adjustments to prior year taxes. The effective tax rate for the three months ended September 30, 2025 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, pre-tax charges discrete to the quarter in lower tax rate jurisdictions, and losses in certain jurisdictions with no tax benefit, partially offset by interest income related to payments made in connection with tax disputes of $11 million. The effective tax rate for the nine months ended September 30, 2025 was negatively impacted by a mix of earnings in higher tax rate jurisdictions and losses in certain jurisdictions with no benefit, an increase to reserves for uncertain tax positions of $23 million, unfavorable adjustments related to the carrying value of deferred tax assets of $15 million, and unfavorable adjustments related to changes in certain foreign currency exchange rates of $6 million, partially offset by the release of previously recorded reserves for uncertain tax positions of $59 million as well as interest income related to payments made in connection with tax disputes of $11 million.

Previous wording

The Company defines Adjusted operating profit as operating profit excluding gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items. The Company defines Adjusted EBITDA as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets, and, when applicable, pre-tax Other Items. Adjusted operating profit % is a ratio showing Adjusted operating profit as a percentage of sales and Adjusted EBITDA % is a ratio showing Adjusted EBITDA as a percentage of sales. Management believes this is important information to provide because it is used by management to evaluate the Company’s operational performance and trends between periods and manage the business. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s results of ongoing operations. Adjusted operating profit, Adjusted operating profit %, Adjusted EBITDA, and Adjusted EBITDA % are not intended to replace GAAP financial measures, such as Net Income and operating profit %.

Current wording

The Company defines Adjusted operating profit as operating profit excluding gains and losses on fixed assets, and, when applicable, pre-tax Other Items. The Company defines Adjusted EBITDA as operating profit excluding depreciation, amortization, gains and losses on fixed assets, and, when applicable, pre-tax Other Items. Adjusted operating profit % is a ratio showing Adjusted operating profit as a percentage of sales and Adjusted EBITDA % is a ratio showing Adjusted EBITDA as a percentage of sales. Management believes this is important information to provide because it is used by management to evaluate the Company’s operational performance and trends between periods and manage the business. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s results of ongoing operations. Adjusted operating profit, Adjusted operating profit %, Adjusted EBITDA, and Adjusted EBITDA % are not intended to replace GAAP financial measures, such as Net Income and operating profit %.

Previous wording

At June 30, 2026, the Company had cash and cash equivalents of $1,164 million and total debt of $1,706 million. At December 31, 2025, cash and cash equivalents were $1,552 million and total debt was $1,718 million. As of June 30, 2026, approximately $747 million of the $1,164 million of cash and cash equivalents was held by our foreign subsidiaries and the earnings associated with this cash could be subject to foreign withholding taxes and incremental U.S. taxation if transferred among countries or repatriated to the U.S. If opportunities to invest in the U.S. are greater than available cash balances that are not subject to income tax, rather than repatriating cash, the Company may choose to borrow against its revolving credit facility.

Current wording

At September 30, 2026, the Company had cash and cash equivalents of $1,058 million and total debt of $1,707 million. At December 31, 2025, cash and cash equivalents were $1,552 million and total debt was $1,718 million. As of September 30, 2026, approximately $675 million of the $1,058 million of cash and cash equivalents was held by our foreign subsidiaries and the earnings associated with this cash could be subject to foreign withholding taxes and incremental U.S. taxation if transferred among countries or repatriated to the U.S. If opportunities to invest in the U.S. are greater than available cash balances that are not subject to income tax, rather than repatriating cash, the Company may choose to borrow against its revolving credit facility.

Previous wording

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 borrowings or letters of credit issued under the facility, resulting in $1.5 billion of available funds.

Current wording

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 September 30, 2026, the Company was in compliance with a debt-to-capitalization ratio of 23.7% and had no borrowings or letters of credit issued under the facility, resulting in $1.50 billion of available funds.

Previous wording

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.

Current wording

Other debt at September 30, 2026 included $40 million of amounts owed to current minority interest partners of NOV consolidated joint ventures, of which $1 million is due in the next twelve months.

Previous wording

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

Current wording

The Company’s outstanding debt at September 30, 2026 also consisted of $1,092 million in 3.95% Senior Notes, maturing on December 1, 2042, and $498 million in 3.60% Senior Notes, maturing on December 1, 2029. The Company was in compliance with all covenants at September 30, 2026. Long-term lease liabilities totaled $513 million at September 30, 2026.

Previous wording

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

Current wording

The Company had $1,052 million of outstanding letters of credit at September 30, 2026, primarily in Norway and the United States, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.

Previous wording

Significant uses of cash during the first six months of 2026

Current wording

Significant sources and uses of cash during the first nine months of 2026

Previous wording

Cash flows used in operating activities were $9 million, primarily driven by changes in the primary components of our working capital (receivables, inventories, accounts payable, and accrued liabilities).

Current wording

Cash flows provided by operating activities were $32 million, primarily driven by profitability and changes in the primary components of our working capital (receivables, inventories, contract assets and liabilities, accounts payable, and accrued liabilities).

Previous wording

Dividend payments to our shareholders were $97 million.

Current wording

Dividend payments to our shareholders were $129 million.

Previous wording

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

Current wording

The effect of the change in exchange rates on cash flows was a decrease of $8 million for the first nine months of 2026, and an increase of $16 million for the first nine months of 2025.

Previous wording

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. The Company expects to return at least 50% of Excess Free Cash Flow (defined as cash flow from operations less capital expenditures and other investments, including acquisitions and divestitures), through a combination of quarterly base dividends, opportunistic stock buybacks, and an annual supplemental dividend to true-up returns to shareholders on an annual basis.

Current wording

During the three and nine months ended September 30, 2026, the Company repurchased approximately 0.8 million shares of common stock under the share repurchase program for an aggregate amount of $15 million, and 7.5 million shares of common stock under the program for an aggregate amount of $145 million, respectively. During the three and nine months ended September 30, 2025, the Company repurchased approximately 6.2 million shares of common stock under the share repurchase program for an aggregate amount of $80 million, and 17.1 million shares of common stock under the program for an aggregate amount of $230 million, respectively. The Company expects to return at least 50% of Excess Free Cash Flow (defined as cash flow from operations less capital expenditures and other investments, including acquisitions and divestitures), through a combination of quarterly base dividends, opportunistic stock buybacks, and an annual supplemental dividend to true-up returns to shareholders on an annual basis.

Previous wording

This document contains, or has incorporated by reference, statements that are not historical facts, including estimates, projections, and statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often contain words such as “may,” “can,” “likely,” “believe,” “plan,” “predict,” “potential,” “will,” “intend,” “think,” “should,” “expect,” “anticipate,” “estimate,” “forecast,” “expectation,” “goal,” “outlook,” “projected,” “projections,” “target,” and other similar words, although some such statements are expressed differently. Other oral or written statements we release to the public may also contain forward-looking statements. Forward-looking statements involve risk and uncertainties and reflect our best judgment based on current information. You should be aware that our actual results could differ materially from results anticipated in such forward-looking statements due to a number of factors, including but not limited to changes in oil and gas prices, customer demand for our products, challenges related to NOV’s operations in the Middle East, potential catastrophic events related to our operations, protection of intellectual property rights, compliance with laws, and worldwide economic activity, including matters related to recent Russian sanctions and changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs and their related impacts on the economy. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. We undertake no obligation to update any such factors or forward-looking statements to reflect future events or developments. You should also consider carefully the statements under “Risk Factors,” as disclosed in our most recent Annual Report on Form 10-K, as updated in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K, which address additional factors that could cause our actual results to differ from those set forth in such forward-looking statements, as well as additional disclosures we make in our press releases and other securities filings. We also suggest that you listen to our quarterly earnings release conference calls with financial analysts.

Current wording

This document contains, or has incorporated by reference, statements that are not historical facts, including estimates, projections, and statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often contain words such as “may,” “can,” “likely,” “believe,” “plan,” “predict,” “potential,” “will,” “intend,” “think,” “should,” “expect,” “anticipate,” “estimate,” “forecast,” “expectation,” “goal,” “outlook,” “projected,” “projections,” “target,” and other similar words, although some such statements are expressed differently. Other oral or written statements we release to the public may also contain forward-looking statements. Forward-looking statements involve risks and uncertainties and reflect our best judgment based on current information. You should be aware that our actual results could differ materially from results anticipated in such forward-looking statements due to a number of factors, including but not limited to changes in oil and gas prices, customer demand for our products, challenges related to NOV’s operations in the Middle East, potential catastrophic events related to our operations, protection of intellectual property rights, compliance with laws, and worldwide economic activity, including matters related to sanctions and changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, the outcome of a challenge to or reversal of tariff refunds, and their related impacts on the economy. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to update any such factors or forward-looking statements to reflect future events or developments. You should also consider carefully the statements under “Risk Factors,” as disclosed in our most recent Annual Report on Form 10-K, as updated in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K, which address additional factors that could cause our actual results to differ from those set forth in such forward-looking statements, as well as additional disclosures we make in our press releases and other securities filings. We also suggest that you listen to our quarterly earnings release conference calls with financial analysts.