Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October ~~16, 2020~~15, 2021 the registrant had ~~388,264,052~~390,691,834 shares of common stock, par value $0.01 per share, outstanding.

	September 30,			December 31,
	2020			2019			September 30,			December 31,
	(Unaudited)						2021			2020
ASSETS							(Unaudited)
Current assets:
Cash and cash equivalents	$	1,485		$	1,171		$	1,668		$	1,692
Receivables, net		1,382			1,855			1,280			1,274
Inventories, net		1,745			2,197			1,325			1,408
Contract assets		555			643			466			611
Prepaid and other current assets		209			247			200			224
Total current assets		5,376			6,113			4,939			5,209
Property, plant and equipment, net		1,994			2,354			1,825			1,927
Lease right-of-use assets, operating		376			444			374			371
Lease right-of-use assets, financing		199			230			179			195
Goodwill		1,493			2,807			1,495			1,493
Intangibles, net		516			852			497			527
Investment in unconsolidated affiliates		59			282			50			51
Other assets		155			67			208			156
Total assets	$	10,168		$	13,149		$	9,567		$	9,929
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	476		$	715		$	519		$	489
Accrued liabilities		852			949			785			863
Contract liabilities		371			427			425			354
Current portion of lease liabilities		111			114			102			110
Accrued income taxes		74			42			22			51
Total current liabilities		1,884			2,247			1,853			1,867
Lease liabilities		619			674			593			612
Long-term debt		1,824			1,989			1,704			1,834
Deferred income taxes		70			140			80			78
Other liabilities		231			253			259			259
Total liabilities		4,628			5,303			4,489			4,650
Commitments and contingencies

Stockholders’ equity:
Common stock - par value $.01; 1 billion shares authorized; 388,268,680 and 385,886,682 shares issued and outstanding at September 30, 2020 and December 31, 2019		4			4
Common stock - par value $.01; 1 billion shares authorized; 390,693,745 and 388,255,374 shares issued and outstanding at September 30, 2021 and December 31, 2020								4			4
Additional paid-in capital		8,567			8,507			8,637			8,591
Accumulated other comprehensive loss		(1,577	)		(1,423	)		(1,545	)		(1,509	)
Retained earnings (deficit)		(1,529	)		690
Retained deficit								(2,086	)		(1,876	)
Total Company stockholders' equity		5,465			7,778			5,010			5,210
Noncontrolling interests		75			68			68			69
Total stockholders’ equity		5,540			7,846			5,078			5,279
Total liabilities and stockholders’ equity	$	10,168		$	13,149		$	9,567		$	9,929

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenue	$	1,384		$	2,126		$	4,763		$	6,198		$	1,341		$	1,384		$	4,007		$	4,763
Cost of revenue		1,245			1,975			4,263			5,729			1,156			1,245			3,435			4,263
Gross profit		139			151			500			469			185			139			572			500
Selling, general and administrative		213			293			733			1,014			228			213			691			733
Goodwill and indefinite-lived intangible asset impairment		—			—			1,378			3,186			—			—			—			1,378
Long-lived asset impairment		—			12			513			2,199			—			—			—			513
Operating loss		(74	)		(154	)		(2,124	)		(5,930	)		(43	)		(74	)		(119	)		(2,124	)
Interest and financial costs		(21	)		(25	)		(65	)		(75	)		(19	)		(21	)		(58	)		(65	)
Interest income		—			4			5			16			3			—			7			5
Equity loss in unconsolidated affiliates		(11	)		(4	)		(250	)		(6	)		(2	)		(11	)		(6	)		(250	)
Other income (expense), net		(8	)		(10	)		(19	)		(36	)		1			(8	)		(25	)		(19	)
Loss before income taxes		(114	)		(189	)		(2,453	)		(6,031	)		(60	)		(114	)		(201	)		(2,453	)
Provision (benefit) for income taxes		(61	)		60			(264	)		(323	)		5			(61	)		1			(264	)
Net loss		(53	)		(249	)		(2,189	)		(5,708	)		(65	)		(53	)		(202	)		(2,189	)
Net income (loss) attributable to noncontrolling interests		2			(5	)		6			2
Net income attributable to noncontrolling interests														4			2			8			6
Net loss attributable to Company	$	(55	)	$	(244	)	$	(2,195	)	$	(5,710	)	$	(69	)	$	(55	)	$	(210	)	$	(2,195	)

Net loss attributable to Company per share:
Basic	$	(0.14	)	$	(0.64	)	$	(5.72	)	$	(14.95	)	$	(0.18	)	$	(0.14	)	$	(0.54	)	$	(5.72	)
Diluted	$	(0.14	)	$	(0.64	)	$	(5.72	)	$	(14.95	)	$	(0.18	)	$	(0.14	)	$	(0.54	)	$	(5.72	)

Cash dividends per share	$	-		$	0.05		$	0.05		$	0.15		$	-		$	-		$	-		$	0.05

Weighted average shares outstanding:
Basic		385			382			384			382			387			385			386			384
Diluted		385			382			384			382			387			385			386			384

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net loss	$	(53	)	$	(249	)	$	(2,189	)	$	(5,708	)	$	(65	)	$	(53	)	$	(202	)	$	(2,189	)
Currency translation adjustments		20			(118	)		(151	)		(80	)		(42	)		20			(24	)		(151	)
Changes in derivative financial instruments, net of tax		16			(14	)		(3	)		(7	)		(6	)		16			(12	)		(3	)
Comprehensive loss		(17	)		(381	)		(2,343	)		(5,795	)
Comprehensive income (loss) attributable to noncontrolling interest		2			(5	)		6			2
Comprehensive loss attributable to Company	$	(19	)	$	(376	)	$	(2,349	)	$	(5,797	)
Comprehensive income (loss)														(113	)		(17	)		(238	)		(2,343	)
Comprehensive income attributable to noncontrolling interest														4			2			8			6
Comprehensive income (loss) attributable to Company													$	(117	)	$	(19	)	$	(246	)	$	(2,349	)

		Nine Months Ended						Nine Months Ended
		September 30,						September 30,
		2020			2019			2021			2020
Cash flows from operating activities:
Net loss		$	(2,189	)	$	(5,708	)	$	(202	)	$	(2,189	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			270			433			231			270
Provision for inventory losses			171			592			25			171
Deferred income taxes			(72	)		(367	)		2			(72	)
Loss on extinguishment of debt			8			—			7			8
Equity loss in unconsolidated affiliates			250			6			6			250
Goodwill and indefinite-lived intangible asset impairment			1,378			3,186			—			1,378
Long-lived asset impairment			513			2,199			—			513
Other, net			93			119			71			93
Change in operating assets and liabilities, net of acquisitions:
Receivables			469			338			(21	)		469
Inventories			288			(169	)		58			288
Contract assets			86			(42	)		145			86
Prepaid and other current assets			38			(49	)		25			38
Accounts payable			(240	)		(20	)		30			(240	)
Accrued liabilities			(127	)		(182	)		(89	)		(127	)
Contract liabilities			(56	)		(7	)		71			(56	)
Income taxes payable			32			(58	)		(30	)		32
Other assets/liabilities, net			(172	)		(30	)		(74	)		(172	)
Net cash provided by operating activities			740			241			255			740

Cash flows from investing activities:	��
Purchases of property, plant and equipment			(173	)		(166	)		(137	)		(173	)
Business acquisitions, net of cash acquired			—			(180	)
Other			13			78			35			13
Net cash used in investing activities		$	(160	)	$	(268	)	$	(102	)	$	(160	)

Cash flows from financing activities:
Borrowings against lines of credit and other debt									51			36
Payments against lines of credit and other debt			(217	)		—			(183	)		(217	)
Borrowings against lines of credit and other debt			36			—
Cash dividends paid			(19	)		(58	)		—			(19	)
Debt extinguishment costs			(8	)		—			(7	)		(8	)
Other			(48	)		(15	)		(33	)		(48	)
Net cash used in financing activities			(256	)		(73	)		(172	)		(256	)
Effect of exchange rates on cash			(10	)		(14	)		(5	)		(10	)
Increase (decrease) in cash and cash equivalents			314			(114	)		(24	)		314
Cash and cash equivalents, beginning of period			1,171			1,427			1,692			1,171
Cash and cash equivalents, end of period		$	1,485		$	1,313		$	1,668		$	1,485

Supplemental disclosures of cash flow information:
Cash payments (refunds) during the period for:
Interest		$	47		$	53		$	42		$	47
Income taxes		$	(38	)	$	81		$	(87	)	$	(38	)

	Common Stock		Additional Paid in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Loss)			Total Company Stockholders' Equity			Noncontrolling Interests			Total Stockholders' Equity			Shares Outstanding		Common Stock		Additional Paid in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Company Stockholders' Equity			Noncontrolling Interests			Total Stockholders' Equity
Balance at December 31, 2019	$	4	$	8,507		$	(1,423	)	$	690		$	7,778		$	68		$	7,846
Balance at December 31, 2020																						388	$	4	$	8,591		$	(1,509	)	$	(1,876	)	$	5,210		$	69		$	5,279
Net loss		—		—			—			(2,047	)		(2,047	)		(2	)		(2,049	)		—		—		—			—			(115	)		(115	)		1			(114	)
Other comprehensive loss		—		—			(232	)		—			(232	)		—			(232	)		—		—		—			(21	)		—			(21	)		—			(21	)
Cash dividends, $0.05 per common share		—		—			—			(19	)		(19	)		—			(19	)
Adoption of new accounting standard		—		—			—			(5	)		(5	)		—			(5	)
Noncontrolling interest		—		—			—			—			—			2			2
Stock-based compensation		—		27			—			—			27			—			27			—		—		20			—			—			20			—			20
Common stock issued																						2		—		—			—			—			—			—			—
Withholding taxes		—		(18	)		—			—			(18	)		—			(18	)		—		—		(13	)		—			—			(13	)		—			(13	)
Balance at March 31, 2020	$	4	$	8,516		$	(1,655	)	$	(1,381	)	$	5,484		$	68		$	5,552
Net loss		—		—			—			(93	)		(93	)		6			(87	)
Other																						—		—		—			—			—			-			(1	)		(1	)
Balance at March 31, 2021																						390	$	4	$	8,598		$	(1,530	)	$	(1,991	)	$	5,081		$	69		$	5,150
Net income (loss)																						—		—		—			—			(26	)		(26	)		3			(23	)
Other comprehensive income		—		—			42			—			42			—			42			—		—		—			33			—			33			—			33
Noncontrolling interest		—		—			—			—			—			(1	)		(1	)
Stock-based compensation		—		27			—			—			27			—			27			—		—		20			—			—			20			—			20
Balance at June 30, 2020	$	4	$	8,543		$	(1,613	)	$	(1,474	)	$	5,460		$	73		$	5,533
Net loss		—		—			—			(55	)		(55	)		2			(53	)
Common stock issued																						1		—		—			—			—			—			—			—
Other																						—		—		—			—			—			—			(2	)		(2	)
Balance at June 30, 2021																						391	$	4	$	8,618		$	(1,497	)	$	(2,017	)	$	5,108		$	70		$	5,178
Net income (loss)																						—		—		—			—			(69	)		(69	)		4			(65	)
Other comprehensive loss		—		—			36			—			36			—			36			—		—		—			(48	)		—		$	(48	)		—		$	(48	)
Noncontrolling interest		—		—			—			—			—			—			—
Stock-based compensation		—		24			—			—			24			—			24			—		—		19			—			—			19			—			19
Balance at September 30, 2020	$	4	$	8,567		$	(1,577	)	$	(1,529	)	$	5,465		$	75		$	5,540
Other																						—		—		—			—			—			—			(6	)	$	(6	)
Balance at September 30, 2021																						391	$	4	$	8,637		$	(1,545	)	$	(2,086	)	$	5,010		$	68		$	5,078

	Common Stock		Additional Paid in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Loss)			Total Company Stockholders' Equity			Noncontrolling Interests			Total Stockholders' Equity			Shares Outstanding		Common Stock		Additional Paid in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Company Stockholders' Equity			Noncontrolling Interests			Total Stockholders' Equity
Balance at December 31, 2018	$	4	$	8,390		$	(1,437	)	$	6,862		$	13,819		$	70		$	13,889
Balance at December 31, 2019																						386	$	4	$	8,507		$	(1,423	)	$	690		$	7,778		$	68		$	7,846
Net loss		—		—			—			(77	)		(77	)		2			(75	)		—		—		—			—			(2,047	)		(2,047	)		(2	)		(2,049	)
Other comprehensive income		—		—			24			—			24			—			24			—		—		—			(232	)		—			(232	)		—			(232	)
Cash dividends, $0.05 per common share		—		—			—			(19	)		(19	)		—			(19	)		—		—		—			—			(19	)		(19	)		—			(19	)
Noncontrolling interest		—		—			—			—			—			3			3
Adoption of new accounting standards																						—		—		—			—			(5	)		(5	)		—			(5	)
Stock-based compensation		—		33			—			—			33			—			33			—		—		27			—			—			27			—			27
Common stock issued		—		3			—			—			3			—			3			2		—		—			—			—			—			—			—
Withholding taxes		—		(18	)		—			—			(18	)		—			(18	)		—		—		(18	)		—			—			(18	)		—			(18	)
Balance at March 31, 2019	$	4	$	8,408		$	(1,413	)	$	6,766		$	13,765		$	75		$	13,840
Net loss		—		—			—			(5,389	)		(5,389	)		5			(5,384	)
Other																						—		—		—			—			—			—			2			2
Balance at March 31, 2020																						388	$	4	$	8,516		$	(1,655	)	$	(1,381	)	$	5,484		$	68		$	5,552
Net income (loss)																						—		—		—			—			(93	)		(93	)		6			(87	)
Other comprehensive income		—		—			21			—			21			—			21			—		—		—			42			—			42			—			42
Cash dividends, $0.05 per common share		—		—			—			(19	)		(19	)		—			(19	)
Noncontrolling interest		—		—			—			—			—			(4	)		(4	)
Stock-based compensation		—		32			—			—			32			—			32			—		—		27			—			—			27			—			27
Common stock issued		—		1			—			—			1			—			1
Balance at June 30, 2019	$	4	$	8,441		$	(1,392	)	$	1,358		$	8,411		$	76		$	8,487
Net loss		—		—			—			(244	)		(244	)	$	(5	)		(249	)
Other																						—		—		—			—			—			—			(1	)		(1	)
Balance at June 30, 2020																						388	$	4	$	8,543		$	(1,613	)	$	(1,474	)	$	5,460		$	73		$	5,533
Net income (loss)																						—		—		—			—			(55	)		(55	)		2			(53	)
Other comprehensive loss		—		—			(132	)		—			(132	)		—			(132	)		—		—		—			36			—			36			—			36
Cash dividends, $0.05 per common share		—		—			—			(20	)		(20	)		—			(20	)
Noncontrolling interest		—		—			—			—			—			1			1
Stock-based compensation		—		41			—			—			41			—			41			—		—		24			—			—			24			—			24
Common stock issued		—		1			—			—			1			—			1
Balance at September 30, 2019	$	4	$	8,483		$	(1,524	)	$	1,094		$	8,057		$	72		$	8,129
Balance at September 30, 2020																						388	$	4	$	8,567		$	(1,577	)	$	(1,529	)	$	5,465		$	75		$	5,540

The ~~preparation of~~accompanying unaudited consolidated financial statements of NOV Inc. (“NOV” or the “Company”) present information in ~~conformity~~accordance with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The accompanying unaudited consolidated financial statements of National Oilwell Varco, Inc. (“NOV” or “the Company”) present information in accordance with GAAP~~ in the United States 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 in the United States for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s ~~2019~~2020 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 ~~management’s~~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 nine months ended September 30, ~~2020,~~2021 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. 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.

	September 30,			December 31,			September 30,			December 31,
	2020			2019			2021			2020
Raw materials and supplies	$	434		$	577		$	351		$	373
Work in process		375			364			238			189
Finished goods and purchased products		1,556			2,099			1,207			1,423
		2,365			3,040			1,796			1,985
Less: Inventory reserve		(620	)		(843	)		(471	)		(577	)
Total	$	1,745		$	2,197		$	1,325		$	1,408

	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Compensation	$	176	$	270	$	211	$	196
Taxes (non-income)						117		158
Vendor costs		128		121		102		118
Taxes (non-income)		123		112
Warranties		85		90		76		87
Insurance		54		57		47		48
Interest						21		7
Commissions						17		19
Fair value of derivatives		31		24		10		15
Interest		23		8
Other		232		267		184		215
Total	$	852	$	949	$	785	$	863

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

				Derivative			Defined									Derivative			Defined
	Currency			Financial			Benefit						Currency			Financial			Benefit
	Translation			Instruments,			Plans,						Translation			Instruments,			Plans,
	Adjustments			Net of Tax			Net of Tax			Total			Adjustments			Net of Tax			Net of Tax			Total
Balance at December 31, 2019	$	(1,403	)	$	(4	)	$	(16	)	$	(1,423	)
Balance at December 31, 2020													$	(1,481	)	$	19		$	(47	)	$	(1,509	)
Accumulated other comprehensive income (loss) before reclassifications		(151	)		(19	)		0			(170	)		(24	)		(7	)		0			(31	)
Amounts reclassified from accumulated other comprehensive income (loss)		0			16			0			16						(5	)		0			(5	)
Balance at September 30, 2020	$	(1,554	)	$	(7	)	$	(16	)	$	(1,577	)
Balance at September 30, 2021													$	(1,505	)	$	7		$	(47	)	$	(1,545	)

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

	Three Months Ended September 30,																				Three Months Ended September 30,
	2020										2019										2021										2020
	Currency		Derivative			Defined					Currency		Derivative			Defined					Currency		Derivative			Defined					Currency		Derivative			Defined
	Translation		Financial			Benefit					Translation		Financial			Benefit					Translation		Financial			Benefit					Translation		Financial			Benefit
	Adjustments		Instruments			Plans		Total			Adjustments		Instruments			Plans		Total			Adjustments		Instruments			Plans		Total			Adjustments		Instruments			Plans		Total
Revenue	$	—	$	2		$	—	$	2		$	—	$	—		$	—	$	—		$	—	$	—		$	—	$	—		$	—	$	2		$	—	$	2
Cost of revenue		—		1			—		1			—		4			—		4			—		(3	)		—		(3	)		—		1			—		1
Tax effect		—		(1	)		—		(1	)		—		(1	)		—		(1	)		—		1			—		1			—		(1	)		—		(1	)
	$	—	$	2		$	—	$	2		$	—	$	3		$	—	$	3		$	—	$	(2	)	$	—	$	(2	)	$	—	$	2		$	—	$	2

	Nine Months Ended September 30,																				Nine Months Ended September 30,
	2020										2019										2021										2020
	Currency		Derivative			Defined					Currency		Derivative			Defined					Currency		Derivative			Defined					Currency		Derivative			Defined
	Translation		Financial			Benefit					Translation		Financial			Benefit					Translation		Financial			Benefit					Translation		Financial			Benefit
	Adjustments		Instruments			Plans		Total			Adjustments		Instruments			Plans		Total			Adjustments		Instruments			Plans		Total			Adjustments		Instruments			Plans		Total
Revenue	$	—	$	4		$	—	$	4		$	—	$	1		$	—	$	1		$	—	$	(1	)	$	—	$	(1	)	$	—	$	4		$	—	$	4
Cost of revenue		—		16			—		16			—		7			—		7			—		(6	)		—		(6	)		—		16			—		16
Tax effect		—		(4	)		—		(4	)		—		(2	)		—		(2	)		—		2			—		2			—		(4	)		—		(4	)
	$	—	$	16		$	—	$	16		$	—	$	6		$	—	$	6		$	—	$	(5	)	$	—	$	(5	)	$	—	$	16		$	—	$	16

The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income (loss). The Company recorded income of $20 million and a loss of $151 million for the three and nine months ended September 30, 2020, respectively, and a loss of $118 million and $80 million for the three and nine months ended September 30, 2019, respectively.

The effect of changes in the fair values of derivatives designated as cash flow hedges are accumulated in other comprehensive income (loss), net of tax, until the underlying transactions are realized. The movement in other comprehensive income (loss) from period to period will be the combination of: 1) changes in fair value of ~~outstanding~~open derivatives of ~~$14~~($4) million and ($~~19)~~7) million during the three and nine months ended September 30, ~~2020;~~2021; and, 2) the outflow of other comprehensive income (loss) related to cumulative changes in the fair value of derivatives that have settled in the current period of ($22) million and ~~$16~~($5) million during the three and nine months ended September 30, ~~2020).~~2021.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenue:
Wellbore Technologies	$	361		$	793		$	1,494		$	2,450		$	507		$	361		$	1,383		$	1,494
Completion & Production Solutions		601			728			1,887			1,972			478			601			1,414			1,887
Rig Technologies		449			649			1,482			1,923			390			449			1,308			1,482
Eliminations		(27	)		(44	)		(100	)		(147	)		(34	)		(27	)		(98	)		(100	)
Total revenue	$	1,384		$	2,126		$	4,763		$	6,198		$	1,341		$	1,384		$	4,007		$	4,763

Operating profit (loss):
Wellbore Technologies	$	(50	)		42		$	(780	)	$	(3,234	)	$	32			(50	)	$	24		$	(780	)
Completion & Production Solutions		25			(24	)		(946	)		(1,991	)		(26	)		25			(49	)		(946	)
Rig Technologies		(3	)		(110	)		(230	)		(501	)		1			(3	)		42			(230	)
Eliminations and corporate costs		(46	)		(62	)		(168	)		(204	)		(50	)		(46	)		(136	)		(168	)
Total operating profit (loss)	$	(74	)	$	(154	)	$	(2,124	)	$	(5,930	)	$	(43	)	$	(74	)	$	(119	)	$	(2,124	)

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 3 reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment.

~~For~~Operating loss for the three months ended September 30, ~~2020, operating profit (loss) included~~2021, includes net pre-tax charges ~~for~~of $24 million ($24 million of restructure, severance ~~($23~~and facility closure costs and an $8 million post-warranty product modification, partially offset by related credits of $8 million)~~; facility closures ($20 million); and inventory charges and other items ($19 million)~~. ~~For~~Operating loss for the nine months ended September 30, ~~2020, operating profit (loss) included~~2021 includes net pre-tax charges ~~for impairment~~ of ~~goodwill, indefinite-lived~~$48 million ($67 million of restructure, severance and ~~finite-lived intangible~~facility closure costs and ~~long-lived tangible assets ($1,891 million); inventory charges ($152 million); and, severance, facility closures and other items ($144~~an $8 million post-warranty product modification, partially offset by related credits of $27 million).

For the three months ended September 30, 2019, operating profit (loss) included pre-tax inventory charges ($265 million); impairment of long-lived tangible assets ($12 million); and severance, facility closure and other items ($37 million). For the nine months ended September 30, 2019, operating profit (loss) included pre-tax charges for impairment of goodwill, indefinite-lived and finite-lived intangible and long-lived tangible assets ($5,385 million); inventory charges ($571 million); a Voluntary Early Retirement Program ($87 million); and severance, facility closures and other items ($51 million).

The following table disaggregates the Company’s revenue by major geographic and market segment destination. In the table, North America includes the U.S. and Canada (in millions):

	Three Months Ended September 30,																						Three Months Ended September 30,
	2020											2019											2021											2020
			Completion											Completion											Completion											Completion
	Wellbore		& Production		Rig							Wellbore		& Production		Rig							Wellbore		& Production		Rig							Wellbore		& Production		Rig
	Technologies		Solutions		Technologies		Elims.			Total		Technologies		Solutions		Technologies		Elims.			Total		Technologies		Solutions		Technologies		Elims.			Total		Technologies		Solutions		Technologies		Elims.			Total
North America	$	132	$	168	$	54	$	—		$	354	$	422	$	295	$	113	$	—		$	830	$	227	$	192	$	70	$	—		$	489	$	132	$	168	$	54	$	—		$	354
International		217		424		389		—			1,030		355		420		521		—			1,296		264		276		312		—			852		217		424		389		—			1,030
Eliminations		12		9		6		(27	)		—		16		13		15		(44	)		—
Intercompany																								16		10		8		(34	)		—		12		9		6		(27	)		—
	$	361	$	601	$	449	$	(27	)	$	1,384	$	793	$	728	$	649	$	(44	)	$	2,126	$	507	$	478	$	390	$	(34	)	$	1,341	$	361	$	601	$	449	$	(27	)	$	1,384

Land	$	226	$	346	$	103	$	—		$	675	$	616	$	479	$	151	$	—		$	1,246	$	370	$	317	$	85	$	—		$	772	$	226	$	346	$	103	$	—		$	675
Offshore		123		246		340		—			709		161		236		483		—			880		121		151		297		—			569		123		246		340		—			709
Eliminations		12		9		6		(27	)		—		16		13		15		(44	)		—
Intercompany																								16		10		8		(34	)		—		12		9		6		(27	)		—
	$	361	$	601	$	449	$	(27	)	$	1,384	$	793	$	728	$	649	$	(44	)	$	2,126	$	507	$	478	$	390	$	(34	)	$	1,341	$	361	$	601	$	449	$	(27	)	$	1,384

	Nine Months Ended September 30,																						Nine Months Ended September 30,
	2020											2019											2021											2020
			Completion											Completion											Completion											Completion
	Wellbore		& Production		Rig							Wellbore		& Production		Rig							Wellbore		& Production		Rig							Wellbore		& Production		Rig
	Technologies		Solutions		Technologies		Elims.			Total		Technologies		Solutions		Technologies		Elims.			Total		Technologies		Solutions		Technologies		Elims.			Total		Technologies		Solutions		Technologies		Elims.			Total
North America	$	676	$	574	$	184	$	—		$	1,434	$	1,343	$	846	$	381	$	—		$	2,570	$	630	$	563	$	194	$	—		$	1,387	$	676	$	574	$	184	$	—		$	1,434
International		776		1,280		1,273		—			3,329		1,061		1,080		1,487		—			3,628		708		818		1,094		—			2,620		776		1,280		1,273		—			3,329
Eliminations		42		33		25		(100	)		—		46		46		55		(147	)		—
Intercompany																								45		33		20		(98	)		—		42		33		25		(100	)		—
	$	1,494	$	1,887	$	1,482	$	(100	)	$	4,763	$	2,450	$	1,972	$	1,923	$	(147	)	$	6,198	$	1,383	$	1,414	$	1,308	$	(98	)	$	4,007	$	1,494	$	1,887	$	1,482	$	(100	)	$	4,763

Land	$	1,051	$	1,107	$	367	$	—		$	2,525	$	1,960	$	1,340	$	537	$	—		$	3,837	$	994	$	911	$	289	$	—		$	2,194	$	1,051	$	1,107	$	367	$	—		$	2,525
Offshore		401		747		1,090		—			2,238		444		586		1,331		—			2,361		344		470		999		—			1,813		401		747		1,090		—			2,238
Eliminations		42		33		25		(100	)		—		46		46		55		(147	)		—
Intercompany																								45		33		20		(98	)		—		42		33		25		(100	)		—
	$	1,494	$	1,887	$	1,482	$	(100	)	$	4,763	$	2,450	$	1,972	$	1,923	$	(147	)	$	6,198	$	1,383	$	1,414	$	1,308	$	(98	)	$	4,007	$	1,494	$	1,887	$	1,482	$	(100	)	$	4,763

Rig Technologies’ second quarter 2021 revenue included $74 million related to the cancelation of offshore rig projects.

Net revenue recognized from performance obligations satisfied in previous periods was ~~$15~~$8 million for the three months ended September 30, ~~2020,~~2021 primarily due to change orders.

Remaining performance obligations represents 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 September 30, ~~2020,~~2021, the aggregate amount of the transaction price allocated to remaining performance obligations was ~~$3,718~~$4,153 million. The Company expects to recognize approximately ~~$288~~$293 million in revenue for the remaining performance obligations in ~~2020~~2021 and ~~$3,430~~$3,860 million in ~~2021~~2022 and thereafter.

Contract assets include unbilled amounts when revenue recognized exceeds the amount billed to the customer under contracts where revenue is recognized over-time. Contract liabilities consist of customer billings in excess of revenue recognized under over-time contracts, customer advance payments and deferred revenue.

The changes in the carrying amount of contract assets and contract liabilities are as follows (in millions):

	Contract Assets			Contract Liabilities			Contract Assets			Contract Liabilities
Balance at December 31, 2019	$	643		$	427
Balance at December 31, 2020							$	611		$	354
Provision		(2	)		—			1			—
Billings		(692	)		924			(627	)		678
Revenue recognized		655			(946	)		573			(588	)
Currency translation adjustments and other		(49	)		(34	)		(92	)		(19	)
Balance at September 30, 2020	$	555		$	371
Balance at September 30, 2021							$	466		$	425

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 September 30, 2021, the allowance for credit losses totaled $93 million.

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 initially intends that a lease option will be exercised 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 agreements at inception 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.

	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Current portion of lease liabilities:
Operating	$	82	$	84	$	79	$	82
Financing		29		30		23		28
Total	$	111	$	114	$	102	$	110

	September 30,		December 31,		September 30,		December 31,
	2020		2019		2021		2020
Long-term portion of lease liability:
Operating	$	379	$	424	$	371	$	376
Financing		240	$	250		222	$	236
Total	$	619	$	674	$	593	$	612

	September 30,		December 31,		September 30,			December 31,
	2020		2019		2021			2020
$1.1 billion in Senior Notes, interest at 3.95% payable semiannually, principal due on December 1, 2042	$	1,089	$	1,088	$	1,089		$	1,089
$0.5 billion in Senior Notes, interest at 3.60% payable semiannually, principal due on December 1, 2029		493		493		494			493
$0.2 billion in Senior Notes, interest at 2.60% payable semiannually, principal due on December 1, 2022		182		399			-			182
Other debt		60		9		121			70
Total	$	1,824	$	1,989	$	1,704		$	1,834

~~The~~On April 8, 2021, the Company ~~has a $2.0 billion,~~ ~~five-year~~ ~~unsecured~~extended the maturity date of its revolving credit facility ~~which expires on~~by one additional year to October 30, ~~2024.~~2025. The revolving credit facility has a borrowing capacity of $2.0 billion through October 30, 2024, and a borrowing capacity of $1.655 billion from October 31, 2024, to October 30, 2025. The Company has the right to increase the commitments under this agreement to an aggregate amount of up to $3.0 billion upon the consent of only those lenders holding any such increase. Interest under the multicurrency facility is based upon LIBOR, NIBOR or CDOR plus 1.125% subject to a ratings-based grid or the U.S. prime rate. The credit facility contains a financial covenant regarding maximum debt-to-capitalization ratio of 60%. As of September 30, ~~2020,~~2021, the Company was in compliance with a debt-to-capitalization ratio of ~~27.4%~~27.7% and had 0 outstanding letters of credit issued under the facility, resulting in $2.0 billion of available funds.

Additionally, the ~~Company~~Company’s joint venture has a $150 million bank line of credit for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon LIBOR plus 1.40%. The bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75%. As of September 30, ~~2020,~~2021, the Company was in compliance. The line of credit repayment schedule begins in December 2022 with final payment no later than June 2032. The Company can repay the entire outstanding facility balance without penalty at its sole discretion. Other debt at September 30, ~~2020,~~2021 included ~~$24~~$26 million ~~on the books~~ of funding provided by minority interest partners of NOV consolidated joint ~~ventures due to the minority interest partner.~~ventures.

On ~~August 25, 2020,~~April 9, 2021, the Company ~~completed a cash tender offer for $217.3~~repaid the entire outstanding balance of $182 million of its 2.60% unsecured Senior Notes due December 1, 2022 using available cash balances. ~~The~~Upon redemption, the Company paid ~~$226~~$191 million, which included a redemption premium of ~~$7.6~~$6.8 million as well as accrued and unpaid interest of ~~$1.3~~$1.7 million. As a result of the redemption, the Company recorded a loss on extinguishment of debt of ~~$8.2~~$7.1 million ~~which included~~in the second quarter, including the redemption premium of ~~$7.6~~$6.8 million and non-cash charges of ~~$0.6~~$0.3 million ~~attributable~~ to write-off unamortized discount and debt issuance costs. Following the repayment, the Company’s earliest bond maturity is in 2029.

The Company had ~~$490~~$441 million of outstanding letters of credit at September 30, ~~2020,~~2021, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.

At September 30, ~~2020,~~2021 and December 31, ~~2019,~~2020, the fair value of the Company’s unsecured Senior Notes approximated ~~$1,648~~$1,626 million and ~~$1,947~~$1,833 million, respectively. The fair value of the Company’s debt is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those of similar instruments. At September 30, ~~2020,~~2021 and December 31, ~~2019,~~2020, the carrying value of the Company’s unsecured Senior Notes approximated ~~$1,764~~$1,583 million and ~~$1,980~~$1,764 million, respectively.

The effective tax rate for the three and nine months ended September 30, ~~2020,~~2021 was ~~53.5%~~(8.3)% and ~~10.8%~~(0.5)%, respectively, compared to ~~(31.7%)~~53.5% and ~~5.4%~~10.8% for the same periods in ~~2019.~~2020. The ~~Company’s 2019~~Company has established valuation allowances on deferred tax assets for losses and ~~2020~~tax credits generated in 2021 and 2020. The effective tax ~~rates are~~rate for 2021 was negatively impacted by ~~incremental valuation allowances primarily on net operating loss~~current year losses in certain jurisdictions with no tax benefit, partially offset by favorable adjustments related to utilization of losses and tax ~~attributes available~~credits for prior year tax returns. The effective tax rate for 2020 was negatively impacted by losses in ~~those years and~~certain jurisdictions with no tax benefit as well as the impairment of nondeductible ~~goodwill. Furthermore, the Company recorded~~goodwill, partially offset by an income tax benefits of $106 million in the three months ended September 30, 2020, and $206 million in the nine months ended September 30, 2020, related to the carryback of its 2019 United States net operating loss pursuant tobenefit from the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) that was enacted on March 27, 2020 allowing net operating losses originating in 2018, 2019 or 2020 to be carried back five years. In addition, the Company recorded an income tax benefit of $90.3 million in the three and nine months ended September 30, 2020 to reflect the Company’s decision to amend its 2016 United States income tax return and resulting net operating loss carryback to 2014. The ~~Company has recorded an~~ income tax receivable of ~~$112~~$90.3 million ~~in Current Assets related to the 2019 net operating loss carryback and an income tax receivable~~is recorded in Other Assets ~~of $90.3 million related to~~on the ~~2016 net operating loss carryback.~~balance sheet as the Company believes the refund will not be received within the next twelve months.

Total expense for all stock-based compensation arrangements was ~~$23~~$19 million and $59 million for the three and nine months ended September 30, 2021, respectively and $24 million and $78 million for the three and nine months ended September 30, 2020, ~~respectively, and $41 million and $104 million for the three and nine months ended September 30, 2019,~~ respectively.

~~The total~~There was 0 income tax benefit recognized in the Consolidated Statements of Income (Loss) for ~~all~~ stock-based compensation arrangements ~~was nil~~under the Plan for each of the three and nine months ended September 30, ~~2020~~2021 and ~~$5 million and $13 million for the three and nine months ended September 30, 2019, respectively.~~2020.

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 value of these derivative financial instruments isare determined using ~~Level~~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.

	Currency Denomination				Currency Denomination
	September 30,		December 31,		September 30,		December 31,
Foreign Currency	2020		2019		2021		2020
South Korean Won	KRW	17,600	KRW	17,600	KRW	17,600	KRW	17,600
Norwegian Krone	NOK	4,210	NOK	5,377	NOK	2,006	NOK	3,817
Russian Ruble	RUB	1,164	RUB	1,012	RUB	1,115	RUB	1,118
Danish Krone	DKK	885	DKK	21
Brazilian Real	BRL	768	BRL	—
Mexican Peso	MXN	444	MXN	115	MXN	506	MXN	402
Japanese Yen					JPY	465	JPY	340
U.S. Dollar	USD	411	USD	686	USD	374	USD	367
Japanese Yen	JPY	341	JPY	36
South African Rand					ZAR	124	ZAR	124
Euro	EUR	185	EUR	188	EUR	108	EUR	116
South African Rand	ZAR	124	ZAR	124
Singapore Dollar	SGD	36	SGD	42	SGD	34	SGD	31
British Pound Sterling	GBP	18	GBP	20	GBP	24	GBP	18
Danish Krone					DKK	22	DKK	875
Canadian Dollar	CAD	1	CAD	3	CAD	—	CAD	1
Brazilian Real					BRL	—	BRL	768

To protect against the volatility of forecasted foreign currency cash flows resulting from forecasted revenues and expenses, the Company instituted a cash flow hedging program. For derivative instruments that are designated and qualify as a cash flow hedge, ~~gains~~the gain or ~~losses are~~loss on the derivative instrument is recorded in accumulated other comprehensive income (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 ~~$13~~$11 million of the accumulated other comprehensive ~~income (loss)~~Loss will be reclassified into earnings within the next twelve months.

The Company enters into forward exchange contracts to hedge certain nonfunctional currency monetary accounts. The gain or loss on the derivative instrument is recognized in earnings in other income (expense), together with the changes in the hedged nonfunctional monetary accounts.

The amount of gain (loss) recognized in other income (expense), net was ($5) million and ($10) million for the three and nine months ended September 30, 2021, respectively, and $11 million and ($27) million for the three and nine months ended September 30, 2020, ~~respectively, and ($7) million and ($10) million for the three and nine months ended September 30, 2019,~~ respectively.

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

	Asset Derivatives					Liability Derivatives					Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value					Fair Value					Fair Value
	Balance Sheet	September 30,		December 31,		Balance Sheet	September 30,		December 31,		Balance Sheet	September 30,		December 31,		Balance Sheet	September 30,		December 31,
	Location	2020		2019		Location	2020		2019		Location	2021		2020		Location	2021		2020
Derivatives designated as hedging instruments under ASC Topic 815

Foreign exchange contracts	Prepaid and other current assets	$	4	$	5	Accrued liabilities	$	19	$	18	Prepaid and other current assets	$	12	$	17	Accrued liabilities	$	1	$	11
Foreign exchange contracts	Other Assets		6		4	Other liabilities		2		2	Other Assets		—		12	Other liabilities		—		—

Total derivatives designated as hedging instruments under ASC Topic 815		$	10	$	9		$	21	$	20		$	12	$	29		$	1	$	11

Derivatives not designated as hedging instruments under ASC Topic 815

Foreign exchange contracts	Prepaid and other current assets	$	8	$	8	Accrued liabilities	$	12	$	6	Prepaid and other current assets	$	4	$	17	Accrued liabilities	$	9	$	4
Foreign exchange contracts	Other Assets		1		1	Other Liabilities		—		—

Total derivatives not designated as hedging instruments under ASC Topic 815		$	9	$	9		$	12	$	6		$	4	$	17		$	9	$	4

Total derivatives		$	19	$	18		$	33	$	26		$	16	$	46		$	10	$	15

The following table sets forth the computation of weighted average basic and diluted shares outstanding (in millions, except per share data):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Numerator:
Net loss attributable to Company	$	(55	)	$	(244	)	$	(2,195	)	$	(5,710	)	$	(69	)	$	(55	)	$	(210	)	$	(2,195	)
Denominator:
Basic—weighted average common shares outstanding		385			382			384			382			387			385			386			384
Dilutive effect of employee stock options and other
unvested stock awards		—			—			—			—			—			—			—			—
Diluted outstanding shares		385			382			384			382			387			385			386			384

Net loss attributable to Company per share:
Basic	$	(0.14	)	$	(0.64	)	$	(5.72	)	$	(14.95	)	$	(0.18	)	$	(0.14	)	$	(0.54	)	$	(5.72	)
Diluted	$	(0.14	)	$	(0.64	)	$	(5.72	)	$	(14.95	)	$	(0.18	)	$	(0.14	)	$	(0.54	)	$	(5.72	)

Cash dividends per share	$	—		$	0.05		$	0.05		$	0.15		$	—		$	-		$	—		$	0.05

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 ~~allocates~~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 (loss) attributable to Company allocated to participating securities was immaterial for each of the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

The Company had stock options outstanding that were anti-dilutive totaling 23 million and 21 million shares for the three and nine months ended September 30, 2021, respectively, compared to 26 million shares for each of the three and nine months ended September 30, 2020, ~~respectively, compared to 25 million and 21 million shares for the three and nine months ended September 30, 2019,~~ respectively.

Cash dividends were ~~nil~~$0 for the three and nine months ended September 30, 2021 compared to $0 and $19 million for the three and nine months ended September 30, 2020, ~~compared to $20 million and $58 million for the three and nine months ended September 30, 2019.~~respectively. The declaration and payment of future dividends is at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements and other factors deemed relevant by the Company’s Board of Directors.

The Company tests intangible assets for impairment annually, or more frequently if events or circumstances indicate they could be impaired. Potential impairment indicators include, but are not limited to: a sustained increase in worldwide inventories of oil or gas, sustained reductions in: worldwide oil and gas prices or drilling activity; the profitability or cash flow of oil and gas companies or drilling contractors; available financing or other capital for oil and gas companies or drilling contractors; the market capitalization of the Company or its customers; or, capital investments by drilling companies and oil and gas companies.

During the first quarter of 2020 the coronavirus (COVID-19) outbreak rapidly spread across the world, driving sharp demand destruction for crude oil as whole economies ordered curtailed activity. Members of the Organization of the Petroleum Exporting Countries and other producing countries (OPEC+), including Russia, increased production into the already oversupplied market, decimating oil prices. The result was the Company’s stock price reaching a new low during the quarter and its market capitalization falling below its carrying value. West Texas Intermediate (WTI), a key benchmark for the U.S. oil market, fell more than $40 per barrel from January 1, 2020, to March 31, 2020, (losing two thirds of its value in 90 days) to its lowest level in nearly two decades. As travel restrictions and government directives to shut down businesses increased, demand was expected to continue declining in the second quarter of 2020. Management reduced its forecast accordingly.

In the Company’s view, falling rig count levels in the first quarter and a depressed outlook provided evidence to the equity markets that oil and gas producers were committed to reduced levels of capital investment in drilling, further reducing levels of demand for capital equipment and oilfield services that the Company sells to its customers. Also, due to these prolonged poor market conditions, capital availability to many of the Company’s customers became even more limited and was unlikely to improve near-term. In management’s judgement the facts and circumstances including those described above constituted a triggering event in the first quarter which indicated the Company’s goodwill and other long-lived assets may be impaired. The Company performed a detailed analysis under ASC 350, incorporating this updated outlook, which determined that the fair values were less than the respective carrying values for all of the Company’s business units (“Reporting Units”).

The Company primarily uses the discounted cash flow method to estimate the fair value of its Reporting Units when conducting the impairment test but also considers the comparable companies and representative transaction methods to validate the test result and management’s forecast and other expectations, where possible. The valuation techniques used in the test were consistent with those used during previous testing. Fair value of the Reporting Unit is determined using significant unobservable inputs, or Level 3 in the fair value hierarchy. These inputs are based on internal management estimates, forecasts and judgements, using discounted cash flows. The inputs used in the test were updated to reflect management’s judgement, current market conditions and forecasts.

The discounted cash flow was based on management’s forecast of operating performance for each Reporting Unit. The two main assumptions used, which bear the risk of change and could impact the test result, include the forecast cash flow from operations from each of the Company’s Reporting Units and their respective weighted average cost of capital. The starting point for each of the Reporting Unit’s cash flow from operations was the detailed forecast, modified to incorporate our revised outlook, as appropriate. The Reporting Unit carrying values were adjusted based on the long-lived asset impairment assessment noted below. Cash flows beyond the plan or forecast were estimated using a terminal value calculation which incorporated historical and forecasted financial cyclical trends for each Reporting Unit and considered long-term earnings growth rates. Financial and credit market volatility directly impacts our fair value measurement through the weighted average cost of capital used to determine a discount rate. During times of volatility, significant judgement must be applied to determine whether credit changes are a short-term or long-term trend.

~~For the first quarter of 2020, the Company recorded $1,295 million in impairment charges to goodwill and $83 million in charges to indefinite-lived intangible assets.~~

Following the impairment charges, several Reporting Units did not have a fair value substantially in excess of their book value. Further deterioration of market conditions, in management’s judgement, beyond those incorporated into the extended forecast by management, will likely result in additional impairment charges. The remaining goodwill balance for these Reporting Units at September 30, 2020, is as follows: Rig Equipment ($661 million), Marine Construction ($51 million), ReedHycalog ($124 million), M/D Totco ($10 million), Wellsite Services ($174 million), XL Systems ($64 million), Fiberglass Systems ($346 million), and Process and Flow Technologies ($63 million).

~~At September 30, 2020, the Company has approximately $1,493 million of goodwill, by segment, as follows (in millions):~~

~~Impairment of Long-Lived Assets (Excluding Goodwill and Other Indefinite-Lived Intangible Assets)~~

Long-lived assets, which include property, plant and equipment, right of use, and identified intangible assets, comprise a significant amount of the Company’s total assets. The Company makes judgments and estimates in conjunction with the carrying value of these assets, including amounts to be capitalized, depreciation and amortization methods and estimated useful lives.

The Company identified its Reporting Units as individual asset groups. The carrying values of these asset groups are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recorded in the period in which it is determined that the carrying amount of the asset is not recoverable based on estimated future undiscounted cash flows. We estimate the fair value of these intangible and fixed assets using an income approach that requires the Company to make long-term forecasts of its future revenues and costs related to the assets subject to review. These forecasts require assumptions about demand for the Company’s products and services, future market conditions and technological developments. The forecasts are dependent upon assumptions including those regarding oil and gas prices, the general outlook for the global oil and gas industry, available financing for the Company’s customers, political stability in major oil and gas producing areas, and the potential obsolescence of various types of equipment we sell, among other factors. Financial and credit market volatility directly impacts our fair value measurement through our income forecast. Changes to these assumptions, including, but not limited to: sustained declines in worldwide rig counts below current analysts’ forecasts; collapse of spot and futures prices for oil and gas; significant deterioration of external financing for our customers; higher risk premiums or higher cost of capital; or any other significant adverse economic news could require a provision for impairment.

During the first quarter of 2020, the results of the Company's test for impairment of goodwill and indefinite-lived intangible assets, and the other negative market indicators described above, were a triggering event that indicated that its long-lived tangible assets and finite-lived intangible assets were impaired.

Impairment testing performed in the first quarter resulted in the determination that certain long-lived assets associated with most of the Company’s asset groups were not recoverable. The estimated fair value of these asset groups was below the carrying value and, as a result, during the first quarter of 2020, the Company recorded impairment charges of $209 million to customer relationships, patents, trademarks, tradenames, and other finite-lived intangible assets, $262 million to property, plant and equipment, and $42 million to right-of-use assets. Additionally, the Company recorded a $224 million impairment on its equity investment in unconsolidated affiliates.

~~The Company has approximately $516 million of identified intangible assets, by segment, as follows (in millions):~~

Our business is governed by laws and regulations, including those directed to the oilfield service industry, promulgated by U.S. federal and state governments and regulatory agencies, as well as international governmental authorities in the many countries in which we conduct ~~business, including those related to the oilfield service industry.~~business. In the United States these governmental authorities include: the U.S. Department of Labor, the Occupational Safety and Health Administration, the Environmental Protection Agency, the Bureau of Land Management, the Department of Treasury, Office of Foreign Asset Controls, state and international environmental agencies and many others. We are unaware of any material unreserved liabilities in connection with our compliance with such laws. New laws, regulations and enforcement policies may result in additional, presently unquantifiable, or unknown, costs or liabilities.

The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters. The Company maintains insurance that covers many of the claims arising from risks associated with the business activities of the Company, including claims for premises liability, product liability and other such claims. The Company carries substantial insurance to cover such risks above a self-insured retention. The Company believes, and the Company’s experience has been, that such insurance has been enough to cover any such material risks. ~~See Item 1A. Risk Factors.~~

The Company is also a party to claims, threatened and actual litigation, private arbitration, internal investigations of potential regulatory and compliance matters ~~arising~~which arise both from legacy businesses that the Company has acquired over many years and from the Company’s current ordinary day-to-day business ~~activities in which~~activities. These regulatory matters and disputes may involve private parties ~~including~~and/or government authorities, which assert claims against the Company for a broad spectrum of potential claims ~~and theories of liability,~~ including: employment law claims, collective actions or class action claims under employment laws, intellectual property claims (such as alleged patent infringement, and/or misappropriation of trade ~~secrets)~~secrets by the company), premises liability claims, environmental claims, product liability claims, warranty claims, personal injury claims arising from exposure to or use of allegedly defective products, ~~negligence or other theories of liability,~~ alleged regulatory violations, alleged violations of anti-corruption and anti-bribery laws and other commercial and/or regulatory claims seeking recovery for alleged actual or exemplary damages or fines and penalties. Such claims involve various theories of liability which include: negligence, strict liability, product liability, and other theories of liability. For some of these contingent claims, the Company’s insurance coverage is inapplicable or an exclusion to coverage may apply. In such instances, settlement or other resolution of such ~~contingent~~ claims, individually or collectively, could have a material financial or reputational impact on the Company. As of September 30, ~~2020,~~2021, the Company recorded reserves in an amount believed to be sufficient, given the range of potential outcomes, for contingent liabilities representing all contingencies believed to be probable. These reserves include all costs expected for reclamation of a closed barite mine and product liability claims, as well as other circumstances involving material claims.

The Company has assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are not probable but are reasonably possible. The litigation process as well as the outcome of regulatory oversight is inherently uncertain, and our best judgement concerning the probable outcome of litigation or regulatory enforcement matters may prove to be incorrect in some instances. The total potential loss on these matters cannot be determined; however, in our opinion, any ultimate liability, to the extent not otherwise provided for, will not materially affect our financial position, cash flow or results of operations. These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s experience. ~~Of course, because~~Because of uncertainty and risk inherent to litigation and arbitration, ~~the~~ actual liabilities incurred may exceed our estimated liabilities and reserves, which could have a material financial or reputational impact on the Company.

In many instances, the Company’s products and services embody or incorporate trade secrets or patented inventions. From time to time, we are engaged in disputes concerning protection of the Company’s trade secrets and confidential information, patents, and other intellectual property rights. Such disputes frequently involve complex, factual, technical and/or legal issues which result in high costs to adjudicate our rights and ~~difficulty in predicting~~for which it may be difficult to predict the ultimate outcome. Because of the importance of the Company’s intellectual property to the Company’s performance, an adverse result in such disputes could result in the loss of revenue from royalties or a decline in sales of products protected by patents, which could materially and adversely impact our financial performance.

Further, in some instances, direct or indirect consumers of our products and services, entities providing financing for purchases of our products and services or members of the supply chain for our products and services ~~have~~ become involved in governmental investigations, internal investigations, political or other enforcement matters. In such circumstances, such investigations may adversely impact the ability of consumers of our products, entities providing financial support to such consumers or entities in the supply chain to timely perform their business plans or to timely perform under agreements with us. We may, from time to time, become involved in these investigations, at substantial cost to the Company. We also are subject to trade regulations, supply chain regulations, and other regulatory compliance in which the laws and regulations of different jurisdictions conflict or ~~trade~~these regulations may conflict with contractual terms. In such circumstances, our compliance with U.S. laws and regulations may subject us to risk of fines, penalties, or contractual liability in other jurisdictions. Our efforts to actively manage such risks may not always be successful which could lead to negative impacts on revenue or earnings.

The Company is exposed to customs and ~~regulatory~~trade regulation risk in the countries in which we do business or to which we transport goods. ~~For~~Such trade regulations can be complex and conflicting, as different countries use trade regulation to promote conflicting policy objectives. Compliance with these laws and regulations present challenges which could result in future liabilities (for example, ~~the effects~~when laws conflict between countries). The Company may face increased tariffs and trade costs, loss of the United Kingdom’s withdrawal from the European Union, known as Brexit, may have a negative impact on our results from operations. Uncertainty concerning the legal and regulatory risks of Brexit, include: (i) supply chain risks resulting from lack of trade agreements, potential changes in customs administrations or tariffs; (ii) revenue, ~~risk,~~ loss of customers, or increased ~~costs; (iii) delays in delivery of materials to the Company or delay in delivery by the Company; and (iv)~~costs, the need for renegotiation of ~~agreements;~~agreements, and other business disruptions. In addition, trade regulations, export controls, and other laws may adversely impact our ability to do business in certain countries, e.g.: Iran, Syria, Russia, China and Venezuela. ~~Such trade regulations can be complex and present compliance challenges which could result in future liabilities.~~

~~As a result of~~Uncertainty arising from the recent COVID-19 pandemic, the Company may be exposed to additional liabilities and risks. “Shelter-in-Place” and other governmental orders and restrictions in response to the COVID-19 pandemic have resulted in a severe slowdown in economic activity, and a sharp reduction in oil activity and a corresponding decline in demand for oil. This has and will lead to a sharp reduction in drilling activity in North America and reduction of activity internationally. The persistence of this supply/demand imbalance caused oil prices to drop precipitously, to the lowest prices in decades. The COVID-19 pandemic continues to adversely impact many jurisdictions and ~~continues to~~ disrupt normal economic activities. ~~As a result,~~The Company’s ability to manufacture equipment and perform services could also be impaired and the ~~demand for energy continues to be constrained with continued adverse consequences for our customers and for the Company.~~

As a result of these market conditions, demand for our products and services has declined. Our customers may attempt to cancel or delay projects, cancel contracts or may invoke force majure clauses. Our customers may also seek to delay or may default on their payments to us. Further, we have seen, and expect to see, an increasing number of energy companies filing bankruptcy. Our collection of receivablesCompany could ~~be materially delayed and/or impaired.~~

~~The Company also may~~ be exposed to liabilities resulting from interruption or delay in its ability to perform due to limited manpower, travel restrictions, difficulty obtaining visas, adverse health consequences to employees, supply chain disruption, inflationary pressures, and materials shortages. The Company continues to see operational delays due to supply chain disruption and closure or limitations imposed on our facilities and work force, from “shelter in place” ~~orders~~regulation in different jurisdictions around the world. ~~The Company’s ability to perform services could~~We also ~~be impaired~~face sometimes conflicting regulatory and legal prescriptions concerning vaccine mandates and prohibitions of vaccine mandates. We may face loss of workers, labor shortages, litigation, fines and/or other adverse consequences resulting from vaccine mandates and enforcement of other COVID-19 regulations.

Disputes may arise regarding application of force majeure contract provisions and allocation of responsibility among customers, the Company, ~~could~~and suppliers, resulting in material added cost and/or litigation. Our customers may attempt to cancel or delay projects, cancel contracts, or may invoke force majeure clauses. Our customers may also seek to delay or may default on their payments to us. As a result, the Company may be exposed to additional costs, liabilities ~~resulting from interruption in its ability to perform due to limited manpower~~ and ~~travel restrictions.~~risks which could materially, adversely impact our financial performance and results. These potential operational and service delays resulting from the COVID-19 pandemic could result in contractual or other legal claims from our customers. At this time, it is not possible to quantify all these risks, but the combination of these factors could have a material impact on our financial results.

Due to market conditions and ongoing concerns about the energy transition, demand for our products and services may decline. Legal restrictions on exploration and production may impede our customer’s ability to do business in certain jurisdictions. The political environment may adversely impact demand for hydrocarbons in different jurisdictions or world-wide. The demand for energy may be constrained with adverse consequences for our customers and for the company.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments. This update improves financial reporting by requiring earlier recognition of forecast credit losses on financing receivables and other financial assets in scope. ASU 2016-13 is effective for fiscal periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this update on January 1, 2020, with no material impact. The Company estimates its reserves 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 Trade Accounts Receivables, Contract Assets, Unbilled Accounts Receivables, and Long-Term Receivables. 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 September 30, 2020, allowance for bad debts and contract assets totaled $115 million.

In December 2019, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” This ASU eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of accounting for income taxes. The Company adopted ASU 2019-12 ~~is effective~~ for ~~interim and annual reporting periods beginning after December 15, 2020,~~the first quarter of 2021 with ~~early adoption permitted. Management is currently assessing the~~no material impact ~~of adopting ASU 2019-12~~ on the ~~Company’s~~company’s financial position, results of operations and cash flows.

In March 2020, the FASB issued ASU 2021-01 and 2020-04, “Reference Rate Reform (Topic 848)” This ASU applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. Management is currently assessing the impact of adopting ASU 2020-04 on the company’s financial position, results of operations and cash flows.

~~National Oilwell Varco,~~NOV Inc. ~~(the~~(“NOV” or the “Company”) is a leading independent ~~provider of~~ equipment and technology provider to the ~~upstream~~global energy industry. Originally founded in 1862, NOV and its predecessor companies have spent 159 years helping transform oil and gas ~~industry. The Company designs, manufactures, sells~~field development and services a comprehensive line of drilling and well servicing equipment; sells and rents drilling motors, specialized downhole tools, and rig instrumentation; performs inspection and internal coating of oilfield tubular products; provides drill cuttings separation, management and disposal systems and services; and provides expendables and spare parts used in conjunction with the Company’s large installed base of equipment. The Company also manufactures coiled tubing and high-pressure fiberglass and composite tubing, and sells and rents advanced in-line inspection equipment to makers of oil country tubular goods. The Company has a long tradition of pioneering innovations which improve theimproving its cost-effectiveness, efficiency, safety, and environmental ~~impact~~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 operations.~~gas. More recently, by applying its deep expertise and technology, the company has helped advance the transition toward sustainable energy.

NOV’s extensive proprietary technology portfolio supports the industry’s full-field 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 automation, predictive analytics, and condition-based maintenance.

NOV serves major-diversified, national, and independent service companies, contractors, and energy producers in 61 countries, operating under three segments: Wellbore Technologies, Completion & Production Solutions, and Rig Technologies.

Unless indicated otherwise, results of operations are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). 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 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. 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.

The Company’s Wellbore Technologies segment designs, manufactures, rents, and sells a variety of equipment and technologies used to perform drilling operations, and offers services that optimize their performance, including: solids control and waste management equipment and services; portable power generation; premium drill pipe; wired pipe; drilling optimization and automation services; tubular inspection, repair and coating services; rope access inspection; instrumentation; measuring and monitoring; downhole and fishing tools; steerable technologies; hole openers; and drill bits.

Wellbore Technologies focuses on oil and gas companies and supports drilling contractors, oilfield service companies, and oilfield equipment rental companies. Demand for the segment’s products and services depends on the level of oilfield drilling activity by oil and gas companies, drilling contractors, and oilfield service companies.

The Company’s Completion & Production Solutions segment integrates technologies for well completions and oil and gas production. The segment designs, manufactures, and services equipment and technologies needed for hydraulic fracture stimulation, including downhole multistage fracturing tools, pressure pumping trucks, blenders, sanders, hydration units, injection units, flowline, and manifolds; well intervention, including coiled tubing units, coiled tubing, and wireline units and tools; well construction, including premium connections and liner hangers; onshore production, including composite pipe, surface transfer and progressive cavity pumps, and artificial lift ~~systems, wellstream processing and sand control~~ systems; and, offshore production, including ~~fluid processing and sand control systems, mooring and fluid transfer~~floating production systems and subsea production technologies. The segment also manufacturers industrial pumps and mixers.

Completion & Production Solutions supports service companies and oil and gas companies. Demand for the segment’s products depends on the level of oilfield completions and workover activity by oilfield service companies and drilling contractors, and capital spending plans by oil and gas companies and oilfield service companies.

The segment also designs and manufactures equipment for industrial markets. This includes specialized, technology-driven progressive cavity pumps and mixers for a wide breadth of industrial end markets with high failure costs. Premium pole products to support connectivity, lighting, and power for municipal and residential applications including 5G, smart-city infrastructure, roads and highways, and energy-grid modernization. Demand for these products is driven by general industrial activity and infrastructure spend.

The Company’s Rig Technologies segment ~~makes~~manufactures and supports the capital equipment and integrated systems needed to drill oil and gas wells on land and offshore as well as other marine-based markets, including offshore wind vessels. The segment designs, manufactures and sells land rigs, offshore drilling equipment packages, including installation and commissioning services, and drilling rig components that mechanize and automate the drilling process and rig functionality. Equipment and technologies the segment ~~brings~~provides to customers include: substructures, derricks, and masts; cranes; jacking systems; pipe lifting, racking, rotating, and assembly systems; fluid transfer technologies, such as mud pumps; pressure control equipment, including blowout preventers; power transmission systems, including drives and generators; rig instrumentation and control systems; mooring, anchor, and deck handling

machinery; and pipelay and construction systems. The segment also provides spare parts, repair, and rentals as well as comprehensive remote equipment monitoring, technical support, field service, and customer training through an extensive network of aftermarket service and repair facilities strategically located in major areas of drilling operations around the world.

Rig Technologies supports land and offshore drillers. Demand for the segment’s products depends on drilling contractors’ and oil and gas companies’ capital spending plans, specifically capital expenditures on rig construction and refurbishment; and secondarily on the overall level of oilfield drilling activity, which drives demand for spare parts, service, and repair for the segment’s large installed base of equipment. The segment also designs and builds equipment for wind turbine installation companies, where demand is dependent on global investment into offshore wind energy developments.

In our annual report on Form 10-K for the year ended December 31, ~~2019,~~2020, we identified our most critical accounting policies. In preparing the financial statements, we make assumptions, estimates and ~~judgments~~judgements that affect the amounts reported. We periodically evaluate our estimates and ~~judgments~~judgements that are most critical in nature which are related to revenue ~~recognition; allowance for doubtful accounts;~~recognition under long-term construction contracts; inventory reserves; ~~impairment~~impairments of long-lived assets ~~(including~~(excluding goodwill and other indefinite-lived intangible assets); impairment of goodwill and other indefinite-lived intangible ~~assets; purchase price allocation of acquisitions; warranties;~~assets and income taxes. Our estimates are based on historical experience and on our future expectations that we believe are reasonable. The combination of these factors forms the basis for making ~~judgments~~judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from our current estimates and those differences may be material.

For the third quarter ended September 30, ~~2020,~~2021 the Company generated revenues of ~~$1.38~~$1.34 billion, a decrease of 5 percent compared to ~~$1.50 billion for~~ the second quarter of ~~2020~~2021 and ~~$2.13 billion for~~a decrease of 3 percent compared to the third quarter of ~~2019. Operating~~2020. Net loss for the third quarter of ~~2020~~2021 was ~~$74~~$69 million, or ~~-5.3%~~5.1 percent of sales, ~~and net loss improved $38~~which included $12 million ~~sequentially to $55 million, or -4 percent of sales. Operating loss and net loss include non-cash,~~in pre-tax charges ~~(“other items”, see~~related to COVID-19 operational disruptions on a project in an Southeast Asian shipyard and $24 million in Other ~~Corporate Items for additional detail) of $62 million.~~Items. Adjusted EBITDA (operating profit excluding depreciation, amortization, and ~~other items)~~Other Items) decreased ~~$13 million~~ sequentially to ~~$71~~$56 million, or ~~5.1~~4.2 percent of sales. ~~Other items included severance, facility closures, inventory charges and other restructuring costs.~~

Wellbore Technologies generated revenues of ~~$361~~$507 million in the third quarter of ~~2020, a decrease~~2021, an increase of 1810 percent from the second quarter of ~~2020~~2021 and ~~a decrease~~an increase of 5440 percent from the third quarter of ~~2019.~~2020. The ~~sequential decline~~increase in ~~revenue~~revenues was ~~a result of a full quarter impact of sharp reductions in North American~~driven by oil and gas drilling activity levels that ~~occurred during~~improved in every major region of the ~~second quarter~~world, market share gains in certain markets, and ~~continued declines in international drilling activity.~~higher prices. Operating ~~loss~~profit was ~~$50~~$32 million, or ~~-13.9~~6.3 percent of sales, and included ~~$26~~$7 million of ~~other items.~~Other Items. Adjusted EBITDA ~~was $21~~increased $14 million sequentially to $77 million, or ~~5.8~~15.2 percent of ~~sales, as cost-savings initiatives limited decremental leverage (the change in Adjusted EBITDA divided by the change in revenue) to 26 percent.~~sales.

Completion & Production Solutions generated revenues of ~~$601~~$478 million in the third quarter of ~~2020,~~2021, a decrease of ~~two~~4 percent from the second quarter of ~~2020~~2021 and a decrease of 1720 percent from the third quarter of ~~2019.~~2020. COVID-19 operational disruptions and supply chain issues negatively impacted the conversion of revenue from backlog during the quarter. Operating ~~profit~~loss was ~~$25~~$26 million, or ~~4.2~~5.4 percent of sales, and included ~~$23~~$6 million in ~~other items. Strong execution on international and offshore project backlog partially offset declines in shorter-cycle businesses.~~Other Items. Adjusted EBITDA decreased ~~seven percent~~$9 million sequentially to ~~$63~~-$5 million, or ~~10.5~~-1.0 percent of sales. Third quarter results included $12 million in charges related to COVID-19 operational disruptions on a project in an Southeast Asian shipyard.

New orders booked during the quarter totaled $384 million, representing a book-to-bill of 144 percent when compared to the $266 million of orders shipped from backlog. At September 30, 2021, backlog for capital equipment orders for Completion & Production Solutions was $1.11 billion.

Rig Technologies generated revenues of $390 million in the third quarter of 2021, a decrease of 20 percent from the second quarter of 2021 and a decrease of 13 percent from the third quarter of 2020. The sequential decline in revenue was driven primarily by a $74 million project settlement in the second quarter that did not repeat. Operating profit was $1 million, or less than one percent of sales, and included $6 million of other items. Adjusted EBITDA decreased $50 million sequentially to $25 million, or 6.4 percent of sales.

New orders booked during the quarter totaled ~~$169~~$300 million, representing a book-to-bill of 43190 percent when compared to the ~~$394~~$158 million of orders shipped from backlog. At September 30, ~~2020, backlog for capital equipment orders for Completion & Production Solutions was $789 million.~~

Rig Technologies generated revenues of $449 million in the third quarter of 2020, a decrease of six percent from the second quarter of 2020 and a decrease of 31 percent from the third quarter of 2019. Lower sales of rig capital equipment and aftermarket parts and services were partially offset by higher project revenues in the segment’s Marine Construction business, which continues to benefit from a growing number of offshore wind construction opportunities. Operating loss was $3 million, or -0.7 percent of sales, and included $12 million of other items. Adjusted EBITDA increased $14 million sequentially to $28 million, or 6.2 percent of sales.

~~New orders booked during the quarter totaled $57 million, representing a book-to-bill of 29 percent when compared to the $199 million of orders shipped from backlog. At September 30, 2020,~~2021, backlog for capital equipment orders for Rig Technologies was ~~$2.66~~$2.78 billion.

Following approximately two and a half years of steady improvements in oil prices and global drilling activity levels, prices declined sharply during the fourth quarter of 2018 due to stronger than expected growth in U.S. production and concerns regarding the global economy. As a result of reduced budgets, and despite a modest recovery in commodity prices, drilling activity levels in the U.S. declined throughout 2019 resulting in the first double digit percentage decrease in the average annual rig count since 2016. While the North American market deteriorated, the new-found capital austerity and fiscal discipline exhibited by U.S. operators along with declining production from underinvestment in overseas markets and rapidly growing demand for LNG inspired greater levels of confidence from international oil and gas companies. The industry entered 2020 anticipating higher international and offshore activity levels would mostly offset the ongoing effects of capital austerity in the North American land marketplace, where a meaningful recovery was not expected before 2021.

During ~~the first quarter of~~ 2020, the coronavirus (COVID-19) outbreak rapidly spread across the world, driving sharp demand destruction for crude oil as ~~whole economies ordered~~countries took measures that curtailed ~~activity. In response~~economic activity to ~~declining demand for crude oil, members~~slow the spread of the Organization of the Petroleum Exporting Countries and other producing countries (OPEC+), including Russia, increased production into the already oversupplied market, decimating oil prices and rapidly filling worldwide storage facilities. In April 2020, OPEC+ began to reduce production, which had a muted positive effect on oil prices due to market concerns that the cuts were significantly less than the demand destructions caused by COVID-19. As a result, companiesoutbreak. Companies across the industry responded with severe capital spending budget cuts, curtailed production, cost ~~cuts,~~reductions, personnel layoffs, facility closures and bankruptcy filings. ~~The COVID-19 virus continued to spread during~~Towards the ~~second and third quarters~~end of 2020 ~~extending depressed~~and into 2021, commodity prices stabilized and began to recover resulting in improving industry activity levels in North America.

Throughout 2021, greater availability of COVID-19 vaccines resulted in the gradual reopening of certain economies around the world. Pent-up consumer and industrial demand uncertainty and additional spending reductions by the entire oil and gas industry as U.S. rig count fell to its lowest level since 1940 in August despite oil prices beginning to stabilize near $40 bbl.

~~In response to the~~combined with government economic ~~destruction caused by the COVID-19 pandemic, many governments implemented~~ stimulus programs are serving to ~~aid individuals~~amplify the global recovery, improve economic activity, and ~~businesses. The size, method and effectiveness of these programs varies greatly and, although generally helpful to the target economies, they have not restored prior levels of~~drive higher demand for oil and ~~gas.~~

~~Management expects industry~~gas, which management believes is setting the stage for a global recovery in drilling activity. During the third quarter of 2021 oil and gas drilling activity levels increased in every major region of the world, reflecting this growing demand.

Despite near-term disruptions from ongoing COVID-19 outbreaks, pandemic related supply chain disruptions, and ~~spending by customers~~inflationary forces, management is optimistic that improving market fundamentals and the actions NOV has taken to ~~remain depressed throughout~~position its business for the ~~remainder of 2020~~future will drive growth and ~~into~~improve profitability for the ~~beginning of 2021 as demand destruction from COVID-19 persists.~~Company. NOV remains committed to ~~streamlining operations and~~ improving organizational efficiencies while focusing on ~~investing in~~the development and commercialization of innovative products and services, including environmentally friendly technologies, that are responsive to the longer-term needs of ~~our~~NOV’s customers. We believe this strategy will further advance the Company’s competitive position, regardless of the ~~market environment.~~market.

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 other oilfield service companies and drilling contractors, and worldwide oil and gas inventory levels. Key industry indicators for the third quarter of 2021 and 2020, and the second quarter of ~~2020 and 2019, and the first quarter of 2020~~2021 include the following:

							% increase (decrease)												%			%
							3Q20 v			3Q20 v									3Q21			3Q21
	3Q20*		3Q19*		2Q20*		3Q19			2Q20			3Q21*		3Q20*		2Q21*		3Q20			2Q21
Active Drilling Rigs:
U.S.		254		920		396		(72.4	%)		(35.9	%)		497		254		451		95.7	%		10.2	%
Canada		49		132		25		(62.9	%)		96.0	%		151		49		73		208.2	%		106.8	%
International		730		1,145		834		(36.2	%)		(12.5	%)		772		730		734		5.8	%		5.2	%
Worldwide		1,033		2,197		1,255		(53.0	%)		(17.7	%)		1,420		1,033		1,258		37.5	%		12.9	%

West Texas Intermediate Crude Prices (per barrel)	$	41.05	$	56.37	$	27.81		(27.2	%)		47.6	%	$	70.62	$	41.05	$	66.09		72.0	%		6.9	%

Natural Gas Prices ($/mmbtu)	$	1.97	$	2.34	$	1.67		(15.8	%)		18.0	%	$	4.32	$	1.97	$	2.91		119.3	%		48.5	%

The Company is also becoming increasingly engaged with energy transition related opportunities and is currently involved in projects related to wind energy, geothermal power, rare earth metal extraction, biogas production, and carbon sequestration. Additionally, the Company is investing in developing technologies and solutions that will support other energy transition related industry verticals. Management expects to see continued growth in these areas as low carbon power becomes a larger portion of the global energy supply.

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, ~~2020,~~2021, on a quarterly basis:

Industry Trends Rig Counts and Oil Prices Total Number of Rigs 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 $140.00 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $ West Texas Int. (Price per Barrel) 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 Total Rings 2,110 2,262 2,260 2,260 2,210 2,197 2,071 2,053 1,255 Canada 105 208 177 185 83 132 139 196 25 US 1,037 1,051 1,072 1,046 989 920 821 784 396 International 968 1,003 1,011 1,029 1,138 1,145 1,111 1,073 834 W.TX Int. ($) $68.03 $69.76 $59.08 $54.83 $59.78 $56.37 $56.92 ~~$45.99 $27.81~~$4

Source: Rig count: Baker Hughes, Inc. (www.bakerhughes.com); West Texas Intermediate Crude Oil and Natural Gas Prices: Department of Energy, Energy Information Administration (www.eia.doe.gov).

The worldwide quarterly average rig count ~~decreased 18~~increased 13 percent (from ~~1,255~~1,258 to ~~1,033)~~1,420), and the U.S. ~~decreased 36~~increased 10 percent (from ~~396~~451 to ~~254)~~497), in the third quarter of ~~2020~~2021 compared to the second quarter of ~~2020.~~2021. The average per barrel price of West Texas Intermediate Crude Oil increased 48seven percent (from ~~$27.81~~$66.09 per barrel to ~~$41.05~~$70.62 per barrel) and natural gas prices increased 1848 percent (from ~~$1.67~~$2.91 per mmbtu to ~~$1.97~~$4.32 per mmbtu) in the third quarter of ~~2020~~2021 compared to the second quarter of ~~2020.~~2021.

At October ~~16, 2020,~~15, 2021, there were ~~362~~711 rigs actively drilling in North America, which increased 1910 percent from the third quarter average of ~~303~~648 rigs. The price for West Texas Intermediate Crude Oil was ~~$40.88~~$83.53 per barrel at October ~~16, 2020, a slight decrease~~15, 2021, an increase of 18 percent from the third quarter ~~average~~ of ~~$41.05.~~2021 average. The price for natural gas was ~~$2.77~~$5.64 per mmbtu at October ~~16, 2020,~~15, 2021, an increase of 4131 percent from the third quarter ~~average~~ of ~~$1.97.~~2021 average.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenue:
Wellbore Technologies	$	361		$	793		$	1,494		$	2,450		$	507		$	361		$	1,383		$	1,494
Completion & Production Solutions		601			728			1,887			1,972			478			601			1,414			1,887
Rig Technologies		449			649			1,482			1,923			390			449			1,308			1,482
Eliminations		(27	)		(44	)		(100	)		(147	)		(34	)		(27	)		(98	)		(100	)
Total revenue	$	1,384		$	2,126		$	4,763		$	6,198		$	1,341		$	1,384		$	4,007		$	4,763

Operating profit (loss):
Wellbore Technologies	$	(50	)		42		$	(780	)	$	(3,234	)	$	32			(50	)	$	24		$	(780	)
Completion & Production Solutions		25			(24	)		(946	)		(1,991	)		(26	)		25			(49	)		(946	)
Rig Technologies		(3	)		(110	)		(230	)		(501	)		1			(3	)		42			(230	)
Eliminations and corporate costs		(46	)		(62	)		(168	)		(204	)		(50	)		(46	)		(136	)		(168	)
Total operating profit (loss)	$	(74	)	$	(154	)	$	(2,124	)	$	(5,930	)	$	(43	)	$	(74	)	$	(119	)	$	(2,124	)

Three and nine months ended September 30, ~~2020~~2021 and ~~2019.~~2020. Revenue from Wellbore Technologies was $507 million for the three months ended September 30, 2021, compared to $361 million for the three months ended September 30, 2020, an increase of $146 million or 40 percent. For the nine months ended September 30, 2021, revenue from Wellbore Technologies was $1,383 million compared to ~~$793~~$1,494 million for the nine months ending September 30, 2020, a decrease of $111 million or 8 percent.

Operating profit from Wellbore Technologies was $32 million for the three months ended September 30, ~~2019, a decrease of $432 million or 54 percent. For the nine months ended September 30, 2020, revenue from Wellbore Technologies was $1,494 million~~2021 compared to ~~$2,450 million for the nine months ended September 30, 2019,~~ a ~~decrease~~loss of ~~$956 million or 39 percent.~~

~~Operating loss from Wellbore Technologies was~~ $50 million for the three months ended September 30, 2020, ~~compared to operating profit~~an increase of ~~$42 million for the three months ended September 30, 2019, a decrease of $92~~$82 million. For the nine months ended September 30, ~~2020,~~2021, operating ~~loss~~profit from Wellbore Technologies was ~~$780~~$24 million compared to ~~$3,234~~a loss of $780 million for the nine months ~~ended~~ending September 30, ~~2019,~~2020, an increase of ~~$2,454~~$804 million primarily due ~~a larger~~to the impairment of certain assets in ~~2019.~~2020 that did not repeat in 2021.

Three and nine months ended September 30, ~~2020~~2021 and ~~2019.~~2020. Revenue from Completion & Production Solutions was $478 million for the three months ended September 30, 2021, compared to $601 million for the three months ended September 30, 2020, a decrease of $123 million dollars or 20 percent. For the nine months ended September 30, 2021, revenue from Completion & Production Solutions was $1,414 million compared to ~~$728~~$1,887 million for the nine months ending September 30, 2020, a decrease of $473 million or 25 percent.

Operating loss from Completion & Production Solutions was $26 million for the three months ended September 30, ~~2019, a decrease of $127 million dollars or 17 percent. For the nine months ended September 30, 2020, revenue from Completion & Production Solutions was $1,887 million~~2021 compared to ~~$1,972 million for the nine months ended September 30, 2019, a decrease~~an operating profit of ~~$85 million or four percent.~~

~~Operating profit from Completion & Production Solutions was~~ $25 million for the three months ended September 30, 2020, ~~compared to an operating loss~~a decrease of ~~$24 million for the three months ended September 30, 2019, an increase of $49~~$51 million. For the nine months ended September 30, ~~2020,~~2021, operating loss from Completion & Production Solutions was ~~$946~~$49 million compared to ~~$1,991~~$946 million for the nine months ~~ended~~ending September 30, ~~2019, an increase of $1,045~~2020. Operating loss decreased $897 million primarily due to ~~a larger~~the impairment of certain assets in ~~2019.~~2020 that did not repeat in 2021.

The Completion & Productions Solutions 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 $1.1 billion at September 30, 2021, an increase of $318 million from backlog of $789 million at September 30, ~~2020, a decrease of $509 million, or 39 percent from backlog of $1.30 billion at September 30, 2019. Numerous~~2020. Although numerous factors ~~may~~can affect the timing of revenue out of ~~backlog. Considering these factors,~~backlog (including, but not limited to, customer change orders and supplier accelerations or delays), the Company reasonably expects approximately 4432 percent of backlog to become revenue during the rest of ~~2020~~2021 and the remainder thereafter. At September 30, ~~2020,~~2021, approximately 6365 percent of the capital equipment backlog was for offshore products and approximately 9177 percent of the capital equipment backlog was destined for international markets.

Three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020. Revenue from Rig Technologies was $390 million for the three months ended September 30, 2021, compared to $449 million for the three months ended September 30, 2020, a decrease of $59 million or 13 percent. For the nine months ended September 30, 2021, revenue from Rig Technologies was $1,308 million compared to ~~$649~~$1,482 million for the nine months ending September 30, 2020, a decrease of $174 million or 12 percent.

Operating profit from Rig Technologies was $1 million for the three months ended September 30, ~~2019, a decrease of $200 million or 31 percent. For the nine months ended September 30, 2020, revenue from Rig Technologies was $1,482 million~~2021 compared to ~~$1,923 million for the nine months ended September 30, 2019, a decrease~~an operating loss of ~~$441 million or 23 percent.~~

~~Operating loss from Rig Technologies was~~ $3 million for the three months ended September 30, 2020, ~~compared to $110 million for the three months ended September 30, 2019,~~ an increase of ~~$107~~$4 million. For the nine months ~~ended~~ending September 30, ~~2020,~~2021, operating ~~loss~~profit from Rig Technologies was ~~$230~~$42 million compared to ~~$501~~an operating loss of $230 million for the nine months ~~ended~~ending September 30, ~~2019,~~2020 an increase of ~~$271~~$272 million, primarily due to ~~larger~~ asset impairments in ~~2019.~~2020 that did not repeat in 2021.

The Rig Technologies 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 drilling rig components or a signed contract related to a construction project. The capital equipment backlog was $2.78 billion at September 30, 2021, an increase of $124 million from backlog of $2.66 billion at September 30, ~~2020, a decrease of $483 million, or 15 percent, from backlog of $3.14 billion at September 30, 2019. Numerous~~2020. Although numerous factors ~~may~~can affect the timing of revenue out of ~~backlog. Considering these factors,~~backlog (including, but not limited to, customer change orders and supplier accelerations or delays), the Company reasonably expects approximately ~~seven~~6 percent of backlog to become revenue during the rest of ~~2020~~2021 and the remainder thereafter. At September 30, ~~2020,~~2021, approximately 2330 percent of the capital equipment backlog was for offshore products and approximately 9392 percent of the capital equipment backlog was destined for international markets.

Eliminations and corporate costs were $50 million and $136 million for the three and nine months ended September 30, 2021, respectively, compared to $46 million and $168 million for the three and nine months ended September 30, 2020, ~~respectively, compared to $62 million and $204 million for the three and nine months ended September 30, 2019.~~respectively. 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 three reporting segments that are eliminated in consolidation. Intrasegment transactions are eliminated within each segment.

Other income (expense), net were income of $1 million and expense of $25 million for the three and nine months ended September 30, 2021, respectively, compared to expenses of $8 million and $19 million for the three and nine months ended September 30, 2020, ~~respectively, compared to expenses of $10 million and $36 million for the three and nine months ended September 30, 2019,~~ respectively. The change in expense was primarily due to ~~the~~ fluctuations in foreign currencies.

The effective tax rate for the three and nine months ended September 30, ~~2020~~2021 was ~~53.5%~~(8.3)% and ~~10.8%~~(0.5)%, respectively, compared to ~~(31.7%)~~53.5% and ~~5.4%~~10.8% for the same periods in ~~2019.~~2020. The ~~Company’s 2019~~Company has established valuation allowances on deferred tax assets for losses and ~~2020~~tax credits generated in 2021 and 2020. The effective tax ~~rates are~~rate for 2021 was negatively impacted by ~~incremental valuation allowances primarily on net operating loss~~current year losses in certain jurisdictions with no tax benefit, partially offset by favorable adjustments related to utilization of losses and tax ~~attributes available~~credits for prior year tax returns. The effective tax rate for 2020 was negatively impacted by losses in ~~those years and~~certain jurisdictions with no tax benefit as well as the impairment of nondeductible ~~goodwill. Furthermore, the Company recorded~~goodwill, partially offset by an income tax ~~benefits of $106M in the three months ended September 30, 2020 and $206M in the nine months ended September 30, 2020 related to the carryback of its 2019 United States net operating loss pursuant to~~benefit from the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) that was enacted on March 27, 2020 allowing net operating losses originating in 2018, 2019 or 2020 to be carried back five years. In addition, the Company recorded an income tax benefit of ~~$90.3M~~$90 million in the nine months ended September 30, 2020 to reflect the Company’s decision to amend its 2016 United States income tax return and resulting net operating loss carryback to 2014. The ~~Company has recorded an~~ income tax receivable of ~~$112~~$90 million ~~in Current Assets related to the 2019 net operating loss carryback and an income tax receivable~~is recorded in Other Assets ~~of $90.3 million related to~~on the ~~2016 net operating loss carryback.~~balance sheet as the Company believes the refund will not be received within the next twelve months.

The Company discloses Adjusted EBITDA (defined as Operating Profit excluding Depreciation, Amortization 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 uses Adjusted EBITDA internally to evaluate and manage the business. Adjusted EBITDA is not intended to replace GAAP financial measures, such as Net Income. Net Other items of $48 million in 2021 include $67 million of restructure, severance and facility closure, costs and an $8 million post-warranty product modification partially offset by related credits of $27 million. Other items in 2020 include impairment charges for Goodwill, indefinite and finite-lived intangible assets, long-lived tangible assets, and restructure costs for facility closures, inventory ~~charges,~~write downs, and severance payments, ~~and adjustments~~net of ~~certain reserves.~~related credits.

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						Three Months Ended									Nine Months Ended
	September 30,						June 30,			September 30,						September 30,						June 30,			September 30,
	2020			2019			2020			2020			2019			2021			2020			2021			2021			2020
Operating profit (loss):
Wellbore Technologies	$	(50	)	$	42		$	(67	)	$	(780	)	$	(3,234	)	$	32		$	(50	)	$	6		$	24		$	(780	)
Completion & Production Solutions		25			(24	)		42			(946	)		(1,991	)		(26	)		25			(6	)		(49	)		(946	)
Rig Technologies		(3	)		(110	)		(25	)		(230	)		(501	)		1			(3	)		49			42			(230	)
Eliminations and corporate costs		(46	)		(62	)		(50	)		(168	)		(204	)		(50	)		(46	)		(37	)		(136	)		(168	)
Total operating loss	$	(74	)	$	(154	)	$	(100	)	$	(2,124	)	$	(5,930	)	$	(43	)	$	(74	)	$	12		$	(119	)	$	(2,124	)

Other items:
Other items, net:
Wellbore Technologies	$	26		$	41		$	62		$	803		$	3,384		$	7		$	26		$	18		$	31		$	803
Completion & Production Solutions		23			79			12			1,089			2,029			6			23			(6	)		(2	)		1,089
Rig Technologies		12			194			20			270			670			6			12			8			17			270
Corporate		1			—			8			25			11			5			1			(5	)		2			25
Total other items	$	62		$	314		$	102		$	2,187		$	6,094		$	24		$	62		$	15		$	48		$	2,187

Depreciation & amortization:
Wellbore Technologies	$	45		$	50		$	47		$	143		$	234		$	38		$	45		$	39		$	119		$	143
Completion & Production Solutions		15			27			14			59			124			15			15			16			46			59
Rig Technologies		19			21			19			58			66			18			19			18			54			58
Corporate		4			4			2			10			9			4			4			4			12			10
Total depreciation & amortization	$	83		$	102		$	82		$	270		$	433		$	75		$	83		$	77		$	231		$	270

Adjusted EBITDA:
Wellbore Technologies	$	21		$	133		$	42		$	166		$	384		$	77		$	21		$	63		$	174		$	166
Completion & Production Solutions		63			82			68			202			162			(5	)		63			4			(5	)		202
Rig Technologies		28			105			14			98			235			25			28			75			113			98
Eliminations and corporate costs		(41	)		(58	)		(40	)		(133	)		(184	)		(41	)		(41	)		(38	)		(122	)		(133	)
Total Adjusted EBITDA	$	71		$	262		$	84		$	333		$	597		$	56		$	71		$	104		$	160		$	333

Reconciliation of Adjusted EBITDA:
GAAP net loss attributable to Company	$	(55	)	$	(244	)	$	(93	)	$	(2,195	)	$	(5,710	)	$	(69	)	$	(55	)	$	(26	)	$	(210	)	$	(2,195	)
Noncontrolling interests		2			(5	)		6			6			2			4			2			3			8			6
Benefit for income taxes		(61	)		60			(47	)		(264	)		(323	)		5			(61	)		2			1			(264	)
Interest expense		21			25			22			65			75			19			21			19			58			65
Interest income		—			(4	)		(2	)		(5	)		(16	)		(3	)		—			(2	)		(7	)		(5	)
Equity loss in unconsolidated affiliate		11			4			6			250			6			2			11			—			6			250
Other (income) expense, net		8			10			8			19			36			(1	)		8			16			25			19
Depreciation and amortization		83			102			82			270			433			75			83			77			231			270
Other items		62			314			102			2,187			6,094
Other items, net																	24			62			15			48			2,187
Total Adjusted EBITDA	$	71		$	262		$	84		$	333		$	597		$	56		$	71		$	104		$	160		$	333

At September 30, ~~2020,~~2021, the Company had cash and cash equivalents of ~~$1,485~~$1,668 million and total debt of ~~$1,824~~$1,704 million. At December 31, ~~2019,~~2020, cash and cash equivalents were ~~$1,171~~$1,692 million and total debt was ~~$1,989~~$1,834 million. As of September 30, ~~2020,~~2021, approximately ~~$911~~$867 million of the ~~$1,485~~$1,668 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.~~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.

~~The~~On April 8, 2021, the Company ~~has a $2.0 billion, five-year unsecured~~extended the maturity date of the revolving credit facility ~~which expires on~~by one additional year to October 30, ~~2024.~~2025. The revolving credit facility has a borrowing capacity of $2.0 billion through October 30, 2024, and a borrowing capacity of $1.665 billion from October 31, 2024, to October 30, 2025. The Company has the right to increase the commitments under this agreement to an aggregate amount of up to $3.0 billion upon the consent of only those lenders holding any such increase. Interest under the multicurrency facility is based upon LIBOR, NIBOR or CDOR plus 1.125% subject to a ratings-based grid or the U.S. prime rate. The credit facility contains a financial covenant regarding maximum debt-to-capitalization ratio of 60%. As of September 30, ~~2020,~~2021, the Company was in compliance with a debt-to-capitalization ratio of ~~27.4%~~27.7% and had no outstanding letters of credit issued under the facility, resulting in $2.0 billion of available funds.

The Company also has a $150 million bank line of credit for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon LIBOR plus 1.40%. The bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75%. As of September 30, ~~2020,~~2021, the Company was in compliance.

The Company’s outstanding debt at September 30, 2021 consisted primarily of $1,089 million in 3.95% Senior Notes, $494 million in 3.60% Senior Notes, and other debt of $121 million. The Company was in compliance with all covenants at September 30, 2021. Lease liabilities totaled $695 million at September 30, 2021.

On ~~August 25, 2020,~~April 9, 2021, the Company ~~completed a cash tender offer for $217.3~~repaid the entire outstanding balance of $182 million of its 2.60% unsecured Senior Notes due December 1, 2022 using available cash balances. ~~The~~Upon redemption, the Company paid ~~$226~~$191 million, which included a redemption premium of ~~$7.6~~$6.8 million as well as accrued and unpaid interest of ~~$1.3~~$1.7 million. As a result of the redemption, the Company recorded a loss on extinguishment of debt of ~~$8.2~~$7.1 million, which included the redemption premium of ~~$7.6~~$6.8 million and non-cash charges of ~~$0.6~~$0.3 million ~~attributable~~ to ~~the~~ write-off of unamortized discount and debt issuance costs. Following the repayment, the Company’s earliest bond maturity is in 2029.

From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions. Our factoring transactions are recognized as sales, and the proceeds are included as operating cash flows in our Condensed Consolidated Statements of Cash Flows.

Our outstanding debt at September 30, 2020 was $1,824 million and consisted primarily of $182 million in 2.60% Senior Notes, $1,089 million in 3.95% Senior Notes, $493 million in 3.60% Senior Notes, and other debt of $60 million. The Company ~~was in compliance with all covenants at September 30, 2020. Lease liabilities totaled $619 million at September 30, 2020.~~

We had ~~$490~~$441 million of outstanding letters of credit at September 30, ~~2020,~~2021, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.

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

	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2021			2020
Net cash provided by operating activities	$	740		$	241		$	255		$	740
Net cash used in investing activities		(160	)		(268	)		(102	)		(160	)
Net cash used in financing activities		(256	)		(73	)		(172	)		(256	)

Significant sources and uses of cash during the first nine months of ~~2020~~2021

Since the oil and gas market downturn began in late 2014, the Company has maintained a continuous process of actively managing its strategy, structure and resources to the changing market conditions and new realities. The Company has closed or realigned hundreds of facilities, reduced headcount, sharply lowered costs and reviewed all product lines for acceptable returns in the evolved market. Additionally, the Company has proactively reduced the balances and extended the maturity profile of its debt. In the fall of 2019, the Company retired $1 billion of notes due 2022 for cash, issued $500 million of notes due 2029 and extended the maturity of its undrawn credit facility to 2024. In August 2020, the company completed a tender on $217 million of the remaining 2022 notes, further reducing its amount of debt outstanding. While aggressively matching size and spend to the market, and protecting its balance sheet, the Company has continued investing in new products and technologies that enable its customers to improve their operational efficiencies.

When the COVID-19 global pandemic and OPEC+ actions further depressed oil prices and industry activity beginning in March of 2020, the Company’s prior prudent actions helped ensure adequate available resources. Management intends to continue managing the business to the market realities to ensure the Company’s access to capital remains sufficient. See Item 1A Risk Factors.

The effect of the change in exchange rates on cash flows was a decrease of ~~$10~~$5 million and ~~$14~~$10 million for the first nine months of 2021 and 2020, ~~and 2019,~~ respectively.

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.

We ~~intend to~~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 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. There can be no assurance that additional financing for acquisitions will be available at terms acceptable to us.

Some of the information in this document contains, or has incorporated by reference, forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements typically are identified by use of terms such as “may,” “expect,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. All statements herein regarding expected merger synergies are forward-looking statements. You should be aware that our actual results could differ materially from results anticipated in the 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, difficulties encountered in integrating mergers and acquisitions, and worldwide economic activity. You should also consider carefully the statements under “Risk Factors,” as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements. 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.

We are exposed to changes in foreign currency exchange rates and interest rates. Additional information concerning each of these matters follows:

We have extensive operations in foreign ~~countries~~countries. The net assets and liabilities of these operations are exposed to changes in foreign currency exchange rates, although such fluctuations have a muted effect on net income since the functional currency for the majority of them is the local currency. These operations also have net assets and liabilities not denominated in the functional currency, which exposes us to changes in foreign currency exchange rates that impact income. We recorded a foreign exchange loss in our income statement of $19 million in the first nine months of 2021, compared to $4 million in the same period of the prior year. The gains and losses are primarily due to exchange rate fluctuations related to monetary asset balances denominated in currencies other than the functional currency and adjustments to our hedged positions as a result of changes in foreign currency exchange rates. Currency exchange rate fluctuations may create losses in future periods to the extent we maintain net monetary assets and liabilities not denominated in the functional currency of the NOV operation.

Some of our revenues in foreign countries are denominated in U.S. dollars, and therefore, changes in foreign currency exchange rates impact our earnings to the extent that costs associated with those U.S. dollar revenues are denominated in the local currency. Similarly, some of our revenues are denominated in foreign currencies, but have associated U.S. dollar costs, which also give rise to foreign currency exchange rate ~~fluctuations.~~exposure. In order to mitigate that risk, we may utilize foreign currency forward contracts to ~~offset changes in nonfunctional currency assets and liabilities and~~ better match the currency of our revenues and associated costs. We do not use foreign currency forward contracts for trading or speculative purposes.

The Company had other financial market risk sensitive instruments (cash balances, overdraft facilities, accounts receivable and accounts payable) denominated in foreign currencies with transactional exposures totaling $486 million and translation exposures totaling $364 million as of September 30, 2021. The Company estimates that a hypothetical 10 percent movement of all applicable foreign currency exchange rates on the transactional exposures could affect net income by $38 million and the translational exposures financial market risk sensitive instruments could affect the future fair value by $37 million.

The counterparties to forward contracts are major financial institutions. The credit ratings and concentration of risk of these financial institutions are monitored on a continuing basis. InBecause these contracts are net-settled the ~~event that~~Company’s credit risk with the counterparties ~~fail to meet the terms of a foreign currency contract, our exposure~~ is limited to the foreign currency rate ~~differential. Due to exchange rate fluctuations we recorded foreign exchange losses in our income statement~~differential at the end of ~~$4 million and $17 million in~~ the ~~first nine months of 2020 and 2019, respectively.~~

The Company had other financial market risk sensitive instruments denominated in foreign currencies for transactional exposures totaling $355 million and translation exposures totaling $168 million as of September 30, 2020, excluding trade receivables and payables, which approximate fair value. These market-risk sensitive instruments consisted of cash balances and overdraft facilities. The Company estimates that a hypothetical 10 percent movement of all applicable foreign currency exchange rates on the transactional exposures financial market risk sensitive instruments could affect net income by $28 million and the translational exposures financial market risk sensitive instruments could affect the future fair value by $17 million.contract.

At September 30, ~~2020, long term~~2021, borrowings consisted of ~~$182 million in 2.60% Senior Notes,~~ $1,089 million in 3.95% Senior Notes and ~~$493~~$494 million in 3.60% Senior Notes. At September 30, ~~2020,~~2021, there were no outstanding letters of credit issued under the credit facility, resulting in $2.0 billion of funds available ~~funds.~~under this credit facility. Additionally, the Company’s joint venture has a $150 million bank line of credit for the construction of a facility in Saudi Arabia. Interest under the bank line of credit is based upon LIBOR plus 1.40% Occasionally a portion of borrowings under our credit facility could be denominated in multiple currencies which could expose us to market risk with exchange rate movements. These instruments carry interest at a pre-agreed upon percentage point spread from either LIBOR, NIBOR or CDOR, or at the U.S. prime rate. Under our credit facility, we may, at our option, fix the interest rate for certain borrowings based on a spread over LIBOR, NIBOR or CDOR for 30 days to six months. Our objective is to maintain a portion of our debt in variable rate borrowings for the flexibility obtained regarding early repayment without penalties and lower overall cost as compared with fixed-rate borrowings.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures and is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report at a reasonable assurance level.

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As of the date of this filing, the Company and its operations continue to be subject to the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in our ~~2019~~2020 Annual Report on Form 10-K. ~~The risk factor below updates our risk factors previously discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.~~

The recent COVID-19 pandemic and related economic repercussions have had, and are expected to continue to have, a significant impact on our business, and depending on the duration of the pandemic and its effect on the oil and gas industry, could have a material adverse effect on our business, liquidity, consolidated results of operations and consolidated financial condition.

As a result of the recent COVID-19 pandemic, the Company may be exposed to additional liabilities and risks created by this unprecedented crisis. The COVID-19 pandemic has resulted in unprecedented governmental actions ordering citizens in the United States and countries around the world to “shelter in place,” and issuing “stay at home orders,” which curtail travel and commerce. In the United States alone, over 26 million have filed for unemployment benefits during the sharp decline in economic activity resulting from governmental orders.

Oil demand has significantly deteriorated as a result of the virus outbreak and corresponding preventative measures taken around the world to mitigate the spread of the virus. At the same time, aggressive increases in production of oil by Saudi Arabia and Russia created a significant surplus in the supply of oil. Physical markets became distressed as spot prices were negatively impacted by a lack of available storage capacity. The COVID-19 virus continued to spread during the second and third quarters of 2020, extending depressed demand, uncertainty and additional spending reductions by the entire oil and gas industry as U.S. rig count fell to its lowest level since 1940 in August despite oil prices beginning to stabilize near $40 bbl.

The forced shutdown of economic activity has directly affected our business and has exacerbated the potential negative impact from many of the risks described in our Form 10-K for the year ended December 31, 2019, including those relating to our customers’ capital spending and sharply reduced oil and natural gas prices. Demand for our products and services is declining as our customers continue to revise their capital budgets downwards and swiftly adjust their operations in response to lower commodity prices.

The nature, scale, and scope of the above-described events combined with the uncertain duration and extent of governmental actions prevent us from identifying all potential risks to our business. We believe that the well-known impacts described above and other potential impacts include, but are not limited to, the following:

Information regarding mine safety and other regulatory actions at our mines is included in Exhibit 95 to this Form 10-Q.

We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4) (iii), to furnish to the U.S. Securities and Exchange Commission, upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	NOV	New York Stock Exchange

3.1		Fifth Amended and Restated Certificate of Incorporation of ~~National Oilwell Varco,~~NOV Inc. (Exhibit 3.1) (1)

3.2		Amended and Restated By-laws of ~~National Oilwell Varco,~~NOV Inc. (Exhibit ~~3.1) (2)~~3.2) (1)

4.1		Description of Securities ~~(12)~~(13)

10.1		Credit Agreement, dated as of June 27, 2017, among National Oilwell Varco, Inc., the financial institutions signatory thereto, including Wells Fargo Bank, N.A., in its capacity, among others, as Administrative Agent, Co-Lead Arranger and Joint Book Runner (Exhibit 3.1)(2)

10.2		Amendment No. 1 to Credit Agreement, dated as of October 30, 2019 ~~(4)~~(3)

10.3		National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan, as amended and restated. ~~(5)~~(4)*

10.4		Form of Employee Stock Option Agreement. (Exhibit 10.1) ~~(6)~~(5)

10.5		Form of Non-Employee Director Stock Option Agreement. (Exhibit 10.2) ~~(6)~~(5)

10.6		Form of Performance-Based Restricted Stock. (18 Month) Agreement (Exhibit 10.1) ~~(7)~~(6)

10.7		Form of Performance-Based Restricted Stock. (36 Month) Agreement (Exhibit 10.2) ~~(7)~~(6)

10.8		Form of Performance Award Agreement (Exhibit 10.1) ~~(8)~~(7)

10.9		Form of Executive Employment Agreement. (Exhibit 10.1) ~~(9)~~(8)

10.10		Form of Executive Severance Agreement. (Exhibit 10.2) (9)

10.11		Form of Employee Nonqualified Stock Option Grant Agreement (10)

10.12		Form of Restricted Stock Agreement (10)

10.13		Form of Performance Award Agreement (10)

10.14		Form of Employee Nonqualified Stock Option Grant Agreement (2019) (11)

10.15		Form on Restricted Stock Agreement (2019) (11)

10.16		Form of Performance Award Agreement (2019) (11)

10.17		Form of Performance Award Agreement (2020) (12)

10.18		Form of Performance Award Agreement (2021) (14)

31.1		Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (15)

31.2		Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (15)

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)

95		Mine Safety Information pursuant to section 1503 of the Dodd-Frank Act. (15)

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Date: October 27, ~~2020~~2021	By:	/s/ Scott K. Duff
	Scott K. Duff
	Vice President, Corporate Controller & Chief Accounting Officer
	(Duly Authorized Officer, Principal Accounting Officer)

Large accelerated filer	☑		Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐		Emerging growth company	☐

	Wellbore Technologies			Completion & Production Solutions			Rig Technologies			Total
Balance at December 31, 2019	$	843		$	1,054		$	910		$	2,807
Impairment		(517	)		(580	)		(198	)		(1,295	)
Additions		4			—			—			4
Currency translation adjustments and other		(22	)		(1	)		—			(23	)
Balance at September 30, 2020	$	308		$	473		$	712		$	1,493