8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 16, 2021

NOV INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12317	76-0475815
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
7909 Parkwood Circle Dr. Houston, Texas		77036
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code 713-346-7500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

Item 2.02 Results of Operations and Financial Condition

On March 16, 2021, NOV Inc. issued a press release providing an operational update for the quarter ended March 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

99.1	NOV Inc. press release dated March 16, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

Date: March 16, 2021	NOV INC.
	/s/ Brigitte M. Hunt
	Brigitte M. Hunt
	Vice President

EX-99.1

NEWS Contact:  Blake McCarthy    (713) 815-3535

FOR IMMEDIATE RELEASE

NOV Provides Operational Update for the First Quarter 2021

HOUSTON--(BUSINESS WIRE)—March 16, 2021 -- NOV Inc. (NYSE: NOV) announced today that it expects operational disruptions and softer-than-anticipated customer orders will cause first quarter 2021 operating results to fall below prior guidance.

“Unfortunately, the extreme winter weather across Texas and Oklahoma, the ongoing effects of COVID-19 lockdowns, and the continued spending austerity from our oilfield customers are combining to take a greater-than-expected toll on our first quarter results,” stated Clay Williams, Chairman, President and CEO. 

Severe weather in Texas and Oklahoma during February adversely affected the financial results of all three segments. In addition to the weather-related disruptions, the Company’s Completion & Production Solutions and Rig Technologies segments were impacted by certain project delays, COVID-19 shutdowns in Southeast Asia, and an acute global glass fiber supply shortage impacting the Company’s Fiberglass Systems operations. Within NOV’s Wellbore Technologies segment, recent improvements in North American drilling activity levels and incremental cost savings initiatives are expected to offset weather-related disruptions and allow for segment results that are in-line with prior guidance.  The Company now forecasts consolidated first quarter 2021 revenues will be between $1.20 and $1.25 billion with an adjusted EBITDA loss of $15 to $25 million.  

Williams continued, “While the first quarter result is disappointing, we expect the prospects for our business to improve through the remainder of the year.  The combination of $60+ oil, the continued recovery in the North American rig count, improvements in international activity, and the emergence of a number of our offshore drilling customers from bankruptcy is expected to lead to meaningfully better results in the second half of the year.  In the meantime, we remain focused on reducing operating costs and investing in new products and technologies to position NOV for the upturn.”

The Company will announce first quarter results in a press release issued after market close on Tuesday, April 27, 2021 and will conduct a conference call on Wednesday, April 28, 2021 at 10 a.m. (Central Time).  The call will be webcast live on www.nov.com/investors.

About NOV

NOV delivers technology-driven solutions to empower the global energy industry. For more than 150 years, NOV has pioneered innovations that enable its customers to safely produce abundant energy while minimizing environmental impact. The energy industry depends on NOV’s deep expertise and technology to continually improve oilfield operations and assist in efforts to advance the energy transition towards a more sustainable future. NOV powers the industry that powers the world.

Visit www.nov.com for more information.

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Adjusted EBITDA is operating loss plus depreciation and amortization and other items. The Company discloses Adjusted EBITDA in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations and uses it internally to evaluate and manage the business. Adjusted EBITDA is not intended to replace GAAP financial measures.

Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from the actual future events or results. Readers are referred to documents filed by NOV Inc. with the Securities and Exchange Commission, including the Annual Report on Form 10-K, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.

Source: NOV Inc.

CONTACT:  

Blake McCarthy

Vice President, Corporate Development and Investor Relations

(713) 815-3535

Blake.McCarthy@nov.com  

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XML

Document and Entity Information	Mar. 16, 2021
Cover [Abstract]
Entity Registrant Name	NOV INC.
Amendment Flag	false
Entity Central Index Key	0001021860
Document Type	8-K
Document Period End Date	Mar. 16, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-12317
Entity Tax Identification Number	76-0475815
Entity Address, Address Line One	7909 Parkwood Circle Dr.
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77036
City Area Code	713
Local Phone Number	346-7500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	NOV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false