What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-28 compared with 2025-10-28 · 109 added, 130 removed, 159 unchanged (60% of the section changed)

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NOV and its predecessor companies have spent over 160 years helping transform oil and gas development and improving its cost-effectiveness, efficiency, safety, and environmental impact.

Over the past few decades, the Company has pioneered and refined key technologies to improve the economic viability of frontier resources, including unconventional and deepwater oil and gas.

More recently, by applying its deep expertise and technology, the Company has developed solutions to improve the economics of alternate energy sources.

NOV’s extensive proprietary technology portfolio supports the industry’s drilling, completion, and production needs.

With unmatched cross-segment capabilities, scope, and scale, NOV continues to develop and introduce technologies that further enhance the economics and efficiencies of energy production, with a focus on digital solutions, including automation, predictive analytics, and condition-based maintenance.

Lower-cost, reliable sources of energy significantly contribute to raising the global standard of living by powering economic development, enabling better infrastructure and facilitating the production of goods and services that improve quality of life.

Over the past few decades, the Company has pioneered and refined key technologies to improve the economic viability of frontier resources, including unconventional and deepwater oil and gas.

More recently, by applying its deep expertise and technology, NOV has developed solutions to improve the economics of alternative energy sources.

NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 57 countries.

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Certain reclassifications have been made to prior period financial information in order to conform with current period presentation.

The Company discloses Adjusted EBITDA (defined as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items) in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations.

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.

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In addition to product and equipment sales, the segment provides services, software, and digital solutions to improve drilling and completion operational performance.

Services include tubular inspection and coating, solids control, and waste management.

Services include tubular inspection and coating, solids control, waste management.

Software and digital solutions offered include drilling and completion optimization and remote monitoring (via downhole and surface instrumentation), wired drill pipe services, software controls and applications, and data management and analytics services at the edge and in the cloud.

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cementing products;

onshore production, including fluid processing, and surface transfer as well as progressive cavity pumps;

onshore production, including fluid and gas processing, flow control and pumping solutions;

offshore production, including integrated production systems and subsea production technologies;

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industrial markets, where the segment provides pumps and mixers for a wide breadth of industrial end markets;

and other energy transition markets, where it is applying its gas processing expertise to provide solutions that aid in wind power development, hydrogen production and carbon sequestration.

and other renewable energy markets, where it provides solutions that support wind power development, and carbon sequestration by applying its gas processing expertise.

Critical Accounting Policies and Estimates

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In preparing the financial statements, we make assumptions, estimates and judgments that affect the amounts reported.

We periodically evaluate our estimates and judgments that are most critical in nature which are related to revenue recognition under long-term construction contracts, impairment of goodwill and other indefinite-lived intangible assets, and income taxes.

Our estimates are based on historical experience and on our future expectations that we believe are reasonable.

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EXECUTIVE SUMMARY

For the third quarter ended September 30, 2025, the Company generated revenues of $2.18 billion, a decrease of one percent compared to the third quarter of 2024.

Net income decreased 68 percent to $42 million, or $0.11 per share, and operating profit decreased 45 percent to $107 million, or 4.9 percent of sales.

The Company recorded $65 million within Other Items during the third quarter of 2025, primarily related to a discount charge to reflect delayed timing of the expected cash collection of royalty receivables currently in litigation as discussed in Note 6, the write-down of certain long-lived assets and inventory, and severance charges associated with facility consolidations and other restructuring activities.

Adjusted EBITDA (operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items) decreased 10 percent year-over-year to $258 million, or 11.9 percent of sales.

Sequentially, revenue declined less than one percent, net income declined 61 percent, and Adjusted EBITDA increased two percent.

For the first quarter ended March 31, 2026, the Company generated revenues of $2.05 billion, a decrease of two percent compared to the first quarter of 2025.

Net income decreased $54 million, or $0.14 per diluted share, year-over-year to $19 million.

The Company recorded $37 million within pre-tax Other Items during the first quarter of 2026 primarily related to a non-recurring stock-based compensation charge, severance and facility closures, and costs associated with streamlining our business operations.

Operating profit was $47 million and adjusted operating profit was $85 million, compared to operating profit of $152 million and adjusted operating profit of $163 million in the first quarter of 2025.

Adjusted EBITDA decreased $75 million year-over-year to $177 million, or 8.6 percent of sales.

Segment Performance

Energy Products and Services

Energy Products and Services generated revenues of $971 million in the third quarter of 2025, a decrease of three percent from the third quarter of 2024.

Operating profit decreased $76 million from the prior year to $38 million, or 3.9 percent of sales, and included $41 million in Other Items.

Energy Products and Services generated revenues of $897 million in the first quarter of 2026, a decrease of 10 percent from the first quarter of 2025.

Operating profit decreased $57 million from the prior year to $26 million, or 2.9 percent of sales, and included $8 million in pre-tax Other Items.

Adjusted EBITDA decreased $49 million from the prior year to $96 million, or 10.7 percent of sales.

Revenue declined due to lower global drilling activity levels and delays in infrastructure projects affecting the timing of capital equipment orders.

Profitability was negatively impacted by a less favorable sales mix, as well as tariffs and other inflationary pressures.

Disruptions in the Middle East and lower global drilling activity more than offset strong performance from the segment’s drill bit and digital services business.

Energy Equipment

Energy Equipment generated revenues of $1,247 million in the third quarter of 2025, an increase of two percent when compared to the third quarter of 2024.

Operating profit increased $1 million from the prior year to $130 million, or 10.4 percent of sales, and included $21 million in Other Items.

Adjusted EBITDA increased $21 million from the prior year to $180 million, or 14.4 percent of sales, representing thirteen consecutive quarters of year-over-year Adjusted EBITDA margin growth.

Higher revenue from the segment’s growing backlog of offshore production-related equipment more than offset reduced demand for aftermarket spare parts and services.

Improved profitability was the result of solid execution on the segment’s backlog, cost controls and increased operational efficiencies.

New orders booked during the quarter totaled $951 million, representing a book-to-bill of 141 percent when compared to $674 million orders shipped from backlog.

As of September 30, 2025, backlog for capital equipment orders for Energy Equipment totaled $4.56 billion, an increase of $77 million from the third quarter of 2024.

Energy Equipment generated revenues of $1.19 billion in the first quarter of 2026, an increase of four percent when compared to the first quarter of 2025.

Operating profit decreased $41 million from the prior year to $93 million, or 7.8 percent of sales, and included $9 million in pre-tax Other Items.

Adjusted EBITDA decreased $34 million from the prior year to $131 million, or 11.0 percent of sales.

Strong execution on the segment’s backlog more than offset lower sales of aftermarket parts and services, which were impacted by war related disruptions in the Middle East.

A less favorable sales mix and higher costs from the Middle East disruptions contributed to lower profitability.

New orders booked during the quarter totaled $520 million, an increase of $83 million when compared to the $437 million of new orders booked during the first quarter of 2025.

Orders shipped from backlog were $650 million, representing a book-to-bill of 80 percent and an increase of $101 million when compared to the $549 million orders shipped and an 80 percent book-to-bill during the first quarter 2025.

As of March 31, 2026, backlog for capital equipment orders for Energy Equipment totaled $4.23 billion, a decrease of $184 million from the first quarter of 2025.

Oil & Gas Equipment and Services Market and Outlook

Macroeconomic uncertainties remain elevated due to geopolitical conflicts, changes to trade policies, and the decision by OPEC+ to return larger than anticipated quantities of oil to the market.

These factors are raising concerns for both supply and demand related challenges to global commodity markets, resulting in lower oil prices, significant market volatility, and greater uncertainty.

Current market conditions present a difficult environment for making capital investment decisions, and the short-term outlook remains uncertain, with clearer downside risk than upside.

However, management does not expect near-term volatility to affect broader industry trends including:

(1) offshore and international resources becoming the primary source for future incremental supplies of oil to meet global demand;

(2) growing focus on natural gas from deepwater and unconventional resources to meet growing global demand for power;

and (3) the application of emerging technologies to drive efficiencies and productivity in energy operations.

Macroeconomic and geopolitical uncertainty remains elevated due to the conflict in the Middle East.

Widespread damage to energy infrastructure and the closure of the Strait of Hormuz have materially tightened oil and gas fundamentals, causing volatility in global commodity markets and renewing focus on the need for energy security.

Management believes reduced production capacity resulting from years of underinvestment in the oil and gas industry along with the growing need to diversify supply sources will spur renewed investment in upstream capacity and regional infrastructure needed to support more resilient supply.

In this environment, management expects increased demand for the Company’s equipment and technology.

NOV remains focused on the development and commercialization of innovative products and services that lower the marginal cost and environmental footprint of energy production.

We believe this strategy along with continued efforts to improve organizational efficiencies will further advance the Company’s competitive position in any market environment.

The Company also remains focused on improving operational efficiency, simplifying processes, and allocating capital to opportunities where it believes it has competitive advantages, technology differentiation, and attractive return potential.

Management believes this strategy will further strengthen the Company’s competitive position across market cycles.

Operating Environment Overview

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 2025 and 2024, and the second quarter of 2025 include the following:

Key industry indicators for the first quarter of 2026 and 2025, and the fourth quarter of 2025 include the following:

% increase (decrease)

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See sources below.

The Company is engaged with a variety of energy projects, including wind, geothermal, and carbon capture and sequestration.

Management expects to see continued growth in these areas.

The following table details the U.S., Canadian, and international rig activity and West Texas Intermediate Crude Oil prices for the past nine quarters ended September 30, 2025, on a quarterly basis.

During the quarter, Baker Hughes updated its methodology for calculating rig counts in the Kingdom of Saudi Arabia effective for periods beginning January 2024.

Prior-period international rig count data has been restated to reflect this change.

The following table details the U.S., Canadian, and international rig activity and West Texas Intermediate Crude Oil prices for the past nine quarters ended March 31, 2026, on a quarterly basis.

Baker Hughes, Inc.

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US Department of Energy, Energy Information Administration (www.eia.doe.gov).

The worldwide quarterly average rig count increased 1 percent (from 1,778 to 1,798) in the third quarter of 2025 when compared to the second quarter of 2025.

The average per barrel price of West Texas Intermediate Crude Oil increased 2 percent (from $64.63 per barrel to $65.74 per barrel) and natural gas prices decreased 5 percent (from $3.19 per mmbtu to $3.03 per mmbtu) in the third quarter of 2025 compared to the second quarter of 2025.

On October 24, 2025, there were 749 rigs actively drilling in North America, comprised of U.S.

and Canada, which increased 4 percent from the third quarter average of 718 rigs.

The price for West Texas Intermediate Crude Oil was $61.50 per barrel at October 24, 2025, a decrease of 6 percent from the third quarter of 2025 average.

The price for natural gas was $3.30 per mmbtu at October 24, 2025, an increase of 9 percent from the third quarter of 2025 average.

The worldwide quarterly average rig count increased 2 percent (from 1,799 to 1,832) in the first quarter of 2026 when compared to the fourth quarter of 2025.

The average per barrel price of West Texas Intermediate Crude Oil increased 21 percent (from $59.64 per barrel to $71.98 per barrel) and natural gas prices decreased 19 percent (from $3.75 per mmbtu to $3.04 per mmbtu) in the first quarter of 2026 compared to the fourth quarter of 2025.

On April 24, 2026, there were 674 rigs actively drilling in North America, comprised of U.S.

and Canada, which decreased 10 percent from the first quarter average of 749 rigs.

The price for West Texas Intermediate Crude Oil was $94.40 per barrel at April 24, 2026, an increase of 31 percent from the first quarter of 2026 average.

The price for natural gas was $2.52 per mmbtu at April 24, 2026, a decrease of 17 percent from the first quarter of 2026 average.

Results of Operations

Financial results by operating segment are as follows (in millions):

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Energy Products and Services

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Energy Products and Services

t hree and nine months ended September 30, 2025 and 2024.

Revenue from Energy Products and Services was $971 million for the three months ended September 30, 2025, compared to $1,003 million for the three months ended September 30, 2024, a decrease of $32 million or 3 percent.

For the nine months ended September 30, 2025, revenue from Energy Products and Services was $2,988 million compared to $3,070 million for the nine months ended September 30, 2024, a decrease of $82 million or 3 percent.

The decline in revenue was primarily driven by lower levels of global drilling activity on a 8 percent year-over-year decrease in the worldwide rig count, which impacted demand for the segment’s shorter-cycle consumable products and led to a decline in sales by 15 percent on a quarter-to-date basis and 16 percent year-to-date.

The decrease in the quarter-to-date period was partially offset by higher sales in the segment’s capital equipment offerings, which saw a 5 percent quarter-to-date increase in sales.

Operating profit from Energy Products and Services was $38 million for the three months ended September 30, 2025, compared to an operating profit of $114 million for the three months ended September 30, 2024, a decrease of $76 million.

For the nine months ended September 30, 2025, operating profit from Energy Products and Services was $204 million compared to operating profit of $363 million for the nine months ended September 30, 2024, a decrease of $159 million.

The decrease in profitability was impacted by a less favorable sales mix, tariffs and other inflationary pressures experienced throughout the year, the impact of discounts on royalty receivables currently in litigation, charges incurred primarily during the third quarter for the write-down of certain inventory, and severance charges associated with facility consolidations.

t hree months ended March 31, 2026 and 2025 .

Revenue from Energy Products and Services was $897 million for the three months ended March 31, 2026, compared to $992 million for the three months ended March 31, 2025, a decrease of $95 million or 10 percent.

Revenue was negatively impacted from the Middle East conflict, resulting in delayed deliveries of capital equipment, as well as a 7 percent reduction in North America rig count resulting in lower revenue in the region.

Operating profit from Energy Products and Services was $26 million for the three months ended March 31, 2026, compared to an operating profit of $83 million for the three months ended March 31, 2025, a decrease of $57 million.

Profitability was impacted by reduced deliveries of capital equipment due to the conflict in the Middle East and decreased product sales from overall drilling levels, as well as higher tariffs and inflationary pressures for certain raw materials.

Energy Equipment

t hree and nine months ended September 30, 2025 and 2024.

Revenue from Energy Equipment was $1,247 million for the three months ended September 30, 2025, compared to $1,219 million for the three months ended September 30, 2024, an increase of $28 million or 2 percent.

For the nine months ending September 30, 2025, revenue from Energy Equipment was $3,600 million compared to $3,601 million for the nine months ending September 30, 2024, a decrease of $1 million.

Revenue increased slightly in the third quarter of 2025 compared to prior year.

The improvement was primarily driven by a 20 percent increase in revenue out of backlog, which offset a 19 percent decline in sales of aftermarket parts and services.

On a year-to-date basis, revenue out of backlog increased 13 percent, offset by a 16 percent decline in aftermarket parts and services sales.

Operating profit from Energy Equipment was $130 million for the three months ended September 30, 2025, compared to an operating profit of $129 million for the three months ended September 30, 2024, an increase of $1 million.

For the nine months ended September 30, 2025, operating profit from Energy Equipment was $386 million compared to operating profit of $456 million for the nine months ended September 30, 2024, a decrease of $70 million.

Lower profitability on a year-to-date basis is attributed to a pre-tax gain of approximately $130 million on the sale of a business during the second quarter of 2024.

Excluding this gain, the segment experienced improved profitability, which was driven by strong execution on higher-margin backlog, cost controls, and increased operational efficiencies despite $33 million of write-downs of certain long-lived assets, and severance charges associated with facility consolidations.

t hree months ended March 31, 2026 and 2025 .

Revenue from Energy Equipment was $1,190 million for the three months ended March 31, 2026, compared to $1,146 million for the three months ended March 31, 2025, an increase of $44 million or 4 percent.

Strong execution on backlog for capital equipment more than offset a 12 percent decline in sales of aftermarket parts and services, which were negatively impacted by delivery delays resulting from logistics challenges in the Middle East.

Operating profit from Energy Equipment was $93 million for the three months ended March 31, 2026, compared to an operating profit of $134 million for the three months ended March 31, 2025, a decrease of $41 million.

Profitability for the segment was impacted by a less favorable sales mix, rising freight costs, both primarily from the conflict in the Middle East.

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 $4,555 million at September 30, 2025, an increase of $77 million from backlog of $4,478 million at September 30, 2024.

Although numerous factors can affect the timing of revenue out of backlog (including, but not limited to, customer change orders and supplier accelerations or delays), the Company reasonably expects approximately 14 percent of backlog to become revenue during the rest of 2025 and the remainder thereafter.

At September 30, 2025, approximately 58 percent of the capital equipment backlog was for offshore products and approximately 94 percent of the capital equipment backlog was destined for international markets.

The capital equipment backlog was $4.23 billion at March 31, 2026, a decrease of $184 million from backlog of $4.41 billion at March 31, 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 40 percent of backlog to become revenue during the rest of 2026 and the remainder thereafter.

At March 31, 2026, approximately 58 percent of the capital equipment backlog was for offshore products and approximately 94 percent of the capital equipment backlog was destined for international markets.

Eliminations and corporate costs

Eliminations and corporate costs were $61 million and $188 million for the three and nine months ended September 30, 2025, compared to $49 million and $150 million for the three and nine months ended September 30, 2024.

Eliminations and corporate costs were $72 million for the three months ended March 31, 2026, compared to $65 million for the three months ended March 31, 2025.

Sales from one segment to another generally are priced at estimated equivalent commercial selling prices;

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Intrasegment transactions are eliminated within each segment.

Eliminations increased 30 percent when compared to the third quarter of 2024 and 8 percent year-to-date due to higher intrasegment activity.

Corporate costs increased 23 percent from the third quarter of 2024 primarily due to higher legal costs, self-insured property losses, and corporate reserves.

For the nine months ended September 30, 2025, corporate costs increased 37 percent year-over-year due to the non-recurring charge of $5 million related to the deconsolidation of our Russian subsidiaries in the first quarter of 2025, higher legal costs, self-insured property losses, and corporate reserves.

Eliminations decreased 15 percent when compared to the first quarter of 2025 due to lower activity, while corporate costs increased 22 percent.

Corporate costs included $20 million in pre-tax Other Items for the three months ended March 31, 2026, compared to $5 million for the three months ended March 31, 2025.

Pre-tax Other Items in the current year primarily related to a non-recurring charge related to stock-based compensation and other restructuring costs.

Interest and financial costs and Interest income

Interest and financial costs were $22 million and $66 million for the three and nine months ended September 30, 2025, compared to $21 million and $67 million for the three and nine months ended September 30, 2024, remaining relatively consistent year-over-year.

Interest income was $11 million and $32 million for the three and nine months ended September 30, 2025, compared to $11 million and $27 million for the three and nine months ended September 30, 2024.

The year-to-date increase was primarily related to interest earned on larger cash balances in the current year compared to prior year.

Equity income (loss) in unconsolidated affiliates

Equity income (loss) in unconsolidated affiliates was $(11) million and $(10) million for the three and nine months ended September 30, 2025, compared to zero and $37 million for the three and nine months ended September 30, 2024.

Sales for our largest investment in unconsolidated affiliates declined 7 percent for the third quarter of 2025 when compared to the third quarter of 2024.

For the nine months ended September 30, 2025, sales declined 31 percent year-over-year.

The decline in sales is primarily due to pricing pressures and lower volume for oil country tubular goods, as well as higher cost for labor and materials, which led to lower profitability year-over-year.

Other expense, net

Other expense, net was $12 million and $49 million for the three and nine months ended September 30, 2025, compared to $10 million and $34 million for the three and nine months ended September 30, 2024, respectively.

The year-to-date change in expense was primarily due to larger foreign currency fluctuations in the current year, particularly with the devaluation of the U.S.

Interest and financial costs were $22 million for each of the three months ended March 31, 2026 and 2025, remaining consistent year-over-year.

Interest income was $11 million for each of the three months ended March 31, 2026 and 2025, remaining consistent year-over-year.

Equity loss in unconsolidated affiliates

Equity loss in unconsolidated affiliates was $3 million and zero for the three months ended March 31, 2026, and 2025, respectively.

Sales for our largest investment in unconsolidated affiliates declined 15 percent for the first quarter of 2026 when compared to the first quarter of 2025.

The decline in sales is primarily due to pricing pressures for oil country tubular goods which led to lower profitability year-over-year.

Other income (expense), net

Other income (expense), net was $2 million for the three months ended March 31, 2026, compared to $(20) million for three months ended March 31, 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.

Provision for income taxes

The effective tax rate for the three and nine months ended September 30, 2025 was 39.7% and 24.9%, respectively, compared to 25.3% and 25.0% for the same period in 2024.

statutory tax rate was 21% for all periods presented.

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.

The effective tax rate for the three and nine months ended September 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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company incorporated these provisions effective during the quarter, and they had no material impact on operational results for the three and nine months ended September 30, 2025.

The effective tax rate was 42.9% and 38.8% for the three months ended March 31, 2026, and 2025, respectively, as compared to the U.S.

statutory tax rate of 21% for both periods.

The effective tax rate for the three months ended March 31, 2026 was negatively impacted by a mix of earnings in higher tax rate jurisdictions and a shortfall related to previously recognized stock compensation deductibility.

The effective tax rate for the three months ended March 31, 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.

Non-GAAP Financial Measures and Reconciliations

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In addition, these non-GAAP financial measures are not a substitute for financial measures prepared in accordance with GAAP and should therefore be considered only as supplemental to such GAAP financial measures.

The Company defines Adjusted EBITDA as operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items.

Adjusted EBITDA % is a ratio showing Adjusted EBITDA as a percentage of sales.

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 EBITDA and Adjusted EBITDA % are not intended to replace GAAP financial measures, such as Net Income and Operating Profit %.

Additionally, Excess Free Cash Flow is defined as cash flows from operations less capital expenditures and other investments, including acquisitions and divestitures.

Excess Free Cash Flow does not represent the Company’s residual cash flow available for discretionary expenditures, as the calculation of these measures does not account for certain debt service requirements or other non-discretionary expenditures.

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 %.

The following tables set forth the reconciliation of Adjusted EBITDA to its most comparable GAAP financial measure (in millions):

Three Months Ended

Nine Months Ended

September 30,

Operating profit:

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Total operating profit %

Other items, net:

Pre-tax Other Items, net:

Energy Products and Services

Energy Equipment

Total other items

Total pre-tax Other Items

(Gain) loss on sales of fixed assets:

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Total (gain) loss on sales of fixed assets

Adjusted operating profit:

Energy Products and Services

Energy Equipment

Eliminations and corporate costs

Adjusted operating profit

Depreciation & amortization:

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Total Adjusted EBITDA %

Reconciliation of Adjusted EBITDA:

GAAP net income attributable to Company

Three Months Ended

Reconciliation of Adjusted operating profit and Adjusted EBITDA:

GAAP net income (loss) attributable to Company

Noncontrolling interests

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Interest income

Equity (income) loss in unconsolidated affiliates

Other expense, net

Equity loss in unconsolidated affiliates

Other (income) expense, net

(Gain) loss on sales of fixed assets

Pre-tax Other Items, net

Adjusted operating profit

Depreciation and amortization

Other items, net

Total Adjusted EBITDA

Liquidity and Capital Resources

At September 30, 2025, the Company had cash and cash equivalents of $1,207 million and total debt of $1,726 million.

At March 31, 2026, the Company had cash and cash equivalents of $1,342 million and total debt of $1,715 million.

At December 31, 2025, cash and cash equivalents were $1,552 million and total debt was $1,718 million.

As of September 30, 2025, approximately $842 million of the $1,207 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.

As of March 31, 2026, approximately $839 million of the $1,342 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.

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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.

The Company has a revolving credit facility with a borrowing capacity of $1.5 billion through September 12, 2029.

On March 17, 2026, the Company extended the maturity date of the revolving credit facility by one additional year to September 12, 2030.

The revolving credit facility has 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.

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

As of September 30, 2025, the Company was in compliance with a debt-to-capitalization ratio of 23.5% and had no borrowings or letters of credits issued under the facility, resulting in $1.5 billion of available funds.

As of March 31, 2026, the Company was in compliance with a debt-to-capitalization ratio of 24.0% and had no 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.

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

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

As of September 30, 2025, the Company had $89 million in borrowings related to this line of credit.

As of March 31, 2026, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of March 31, 2026, the Company had $84 million in borrowings related to this line of credit.

The Company has $11 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 September 30, 2025 included $48 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $23 million is due in the next twelve months.

The Company’s outstanding debt at September 30, 2025 also consisted of $1,091 million in 3.95% Senior Notes, maturing on December 1, 2042, and $497 million in 3.60% Senior Notes, maturing on December 31, 2029.

The Company was in compliance with all covenants at September 30, 2025.

Long-term lease liabilities totaled $528 million at September 30, 2025.

The Company had $889 million of outstanding letters of credit at September 30, 2025, primarily in Norway and the United States, that are under various bilateral letter of credit facilities.

Other debt at March 31, 2026 included $42 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $16 million is due in the next twelve months.

The Company’s outstanding debt at March 31, 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 March 31, 2026.

Long-term lease liabilities totaled $524 million at March 31, 2026.

The Company had $1,040 million of outstanding letters of credit at March 31, 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.

The following table summarizes our net cash provided by (used in) continuing operating activities, continuing investing activities and continuing financing activities for the periods presented (in millions):

Nine Months Ended

September 30,

Net cash provided by operating activities

Three Months Ended March 31,

Net cash provided by (used in) operating activities

Net cash used in investing activities

Net cash used in financing activities

Significant uses and sources of cash during the first nine months of 2025

• Cash flows provided by operating activities were $678 million, primarily driven by net income before depreciation and amortization and changes in the primary components of our working capital (receivables, inventories, accounts payable, and accrued liabilities).

Significant uses of cash during the first three months of 2026

• Cash flows used in operating activities were $26 million, primarily driven by changes in the primary components of our working capital (receivables, inventories, accounts payable, and accrued liabilities).

• Capital expenditures were $65 million.

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• Share repurchases were $67 million.

The effect of the change in exchange rates on cash flows was an increase of $16 million for the first nine months of 2025, and a decrease of $1 million for the first nine months of 2024.

The effect of the change in exchange rates on cash flows was a decrease of $5 million for the first three months of 2026, and an increase of $8 million for the first three months of 2025.

We believe that cash on hand, cash generated from operations and amounts available under our credit facilities and from other sources of debt will be sufficient to fund operations, lease payments, working capital needs, capital expenditure requirements, dividends and financing obligations.

During the three months ended September 30, 2025, the Company repurchased approximately 6.2 million shares of common stock under its share repurchase program for an aggregate amount of $80 million.

During the nine months ended September 30, 2025, the Company repurchased 17.1 million shares of common stock under the program for an aggregate amount of $230 million.

During the three months ended March 31, 2026, the Company repurchased approximately 3.5 million shares of common stock under its share repurchase program for an aggregate amount of $67 million.

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.

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.

We may pursue additional acquisition candidates, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be predicted.

We may pursue acquisition candidates, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be predicted.

We continue to expect to fund future cash acquisitions primarily with cash flow from operations and borrowings, including the unborrowed portion of the revolving credit facility or new debt issuances, but may also issue additional equity either directly or in connection with acquisitions.

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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, 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.

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.

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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 2. Management’s Discussion and Analysis