Edgar Filing: NATIONAL OILWELL VARCO INC

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e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-12317

NATIONAL OILWELL VARCO, INC.

(Exact name of registrant as specified in its charter)


Delaware		76-0475815

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7909 Parkwood Circle Drive
Houston, Texas
77036-6565

(Address of principal executive offices)

(713) 346-7500

(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

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

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

As of May 2, 2011 the registrant had 423,077,225 shares of common stock, par value $.01 per share, outstanding.

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 6. Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

NATIONAL OILWELL VARCO, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)


	March 31,		December 31,
	2011		2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,060	$	3,333
Receivables, net		2,757		2,425
Inventories, net		3,570		3,388
Costs in excess of billings		744		815
Deferred income taxes		297		316
Prepaid and other current assets		311		258

Total current assets		10,739		10,535

Property, plant and equipment, net		1,861		1,840
Deferred income taxes		158		341
Goodwill		5,908		5,790
Intangibles, net		4,026		4,103
Investment in unconsolidated affiliate		402		386
Other assets		62		55

Total assets	$	23,156	$	23,050


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	656	$	628
Accrued liabilities		1,989		2,105
Billings in excess of costs		571		511
Current portion of long-term debt and short-term borrowings		203		373
Accrued income taxes		284		468
Deferred income taxes		429		451

Total current liabilities		4,132		4,536

Long-term debt		512		514
Deferred income taxes		1,832		1,885
Other liabilities		279		253

Total liabilities		6,755		7,188


Commitments and contingencies

Stockholders’ equity:
Common stock — par value $.01; 422,957,697 and 421,141,751 shares issued and outstanding at March 31, 2011 and December 31, 2010		4		4
Additional paid-in capital		8,432		8,353
Accumulated other comprehensive income		192		91
Retained earnings		7,661		7,300

Total Company stockholders’ equity		16,289		15,748
Noncontrolling interests		112		114

Total stockholders’ equity		16,401		15,862

Total liabilities and stockholders’ equity	$	23,156	$	23,050

See notes to unaudited consolidated financial statements.

NATIONAL OILWELL VARCO, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share data)


	Three Months Ended
	March 31,
	2011			2010
Revenue	$	3,146		$	3,032
Cost of revenue		2,171			2,070

Gross profit		975			962
Selling, general and administrative		366			325

Operating profit		609			637
Interest and financial costs		(14	)		(13	)
Interest income		4			2
Equity income in unconsolidated affiliate		13			6
Other income (expense), net		(19	)		(16	)

Income before income taxes		593			616
Provision for income taxes		189			197

Net income		404			419
Net loss attributable to noncontrolling interests		(3	)		(3	)

Net income attributable to Company	$	407		$	422


Net income attributable to Company per share:
Basic	$	0.97		$	1.01

Diluted	$	0.96		$	1.01


Cash dividends per share	$	0.11		$	0.10


Weighted average shares outstanding:
Basic		420			417

Diluted		423			419

See notes to unaudited consolidated financial statements.

NATIONAL OILWELL VARCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)


	Three Months Ended
	March 31,
	2011			2010
Cash flows from operating activities:
Net income	$	404		$	419
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		135			127
Deferred income taxes		95			85
Equity income in unconsolidated affiliate		(13	)		(6	)
Other, net		12			53
Change in operating assets and liabilities, net of acquisitions:
Receivables		(321	)		74
Inventories		(200	)		67
Costs in excess of billings		70			(178	)
Prepaid and other current assets		(51	)		13
Accounts payable		15			(46	)
Billings in excess of costs		60			(409	)
Other assets/liabilities, net		(231	)		(104	)

Net cash (used in) provided by operating activities		(25	)		95


Cash flows from investing activities:
Purchases of property, plant and equipment		(79	)		(31	)
Business acquisitions, net of cash acquired		(51	)		(46	)
Other		7			12

Net cash used in investing activities		(123	)		(65	)


Cash flows from financing activities:
Repayments on debt		(170	)		(2	)
Cash dividends paid		(46	)		(42	)
Proceeds from stock options exercised		58			5
Other, net		14			3

Net cash used in financing activities		(144	)		(36	)
Effect of exchange rates on cash		19			(8	)

Decrease in cash and cash equivalents		(273	)		(14	)
Cash and cash equivalents, beginning of period		3,333			2,622

Cash and cash equivalents, end of period	$	3,060		$	2,608


Supplemental disclosures of cash flow information:
Cash payments during the period for:
Interest	$	12		$	11
Income taxes	$	266		$	101

See notes to unaudited consolidated financial statements.

NATIONAL OILWELL VARCO, INC.
Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The preparation of financial statements in conformity 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. (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 our 2010 Annual Report on Form 10-K.

In our opinion, the consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year.

Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, receivables, and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. The carrying values of other financial instruments approximate their respective fair values.

2. Inventories, net

Inventories consist of (in millions):


	March 31,		December 31,
	2011		2010
Raw materials and supplies	$	721	$	661
Work in process		1,092		953
Finished goods and purchased products		1,757		1,774

Total	$	3,570	$	3,388

3. Accrued Liabilities

Accrued liabilities consist of (in millions):


	March 31,		December 31,
	2011		2010
Accrued purchase orders	$	601	$	597
Customer prepayments and billings		491		387
Compensation		263		403
Warranty		213		215
Taxes (non income)		68		93
Insurance		50		49
Fair value of derivatives		22		22
Interest		14		11
Other		267		328

Total	$	1,989	$	2,105

Service and Product Warranties

The Company provides service and warranty policies on certain of its products. The Company accrues liabilities under service and warranty policies based upon specific claims and a review of historical warranty and service claim experience in accordance with Accounting Standards Codification (“ASC”) Topic 450 “Contingencies” (“ASC Topic 450”). Adjustments are made to accruals as claim data and historical experience change. In addition, the Company incurs discretionary costs to service its products in connection with product performance issues and accrues for them when they are encountered.

The changes in the carrying amount of service and product warranties are as follows (in millions):


Balance at December 31, 2010	$	215

Net provisions for warranties issued during the year		6
Amounts incurred		(9	)
Foreign currency translation and other		1

Balance at March 31, 2011	$	213

4. Costs and Estimated Earnings on Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts consist of (in millions):


	March 31,			December 31,
	2011			2010
Costs incurred on uncompleted contracts	$	6,408		$	6,676
Estimated earnings		4,633			4,665

		11,041			11,341
Less: Billings to date		10,868			11,037

	$	173		$	304


Costs and estimated earnings in excess of billings on uncompleted contracts	$	744		$	815
Billings in excess of costs and estimated earnings on uncompleted contracts		(571	)		(511	)

	$	173		$	304

5. Comprehensive Income

The components of comprehensive income are as follows (in millions):


	Three Months Ended
	March 31,
	2011			2010
Net income	$	404		$	419
Currency translation adjustments		64			(14	)
Changes in derivative financial instruments, net of tax		37			(26	)

Comprehensive income		505			379
Comprehensive loss attributable to noncontrolling interest		(3	)		(3	)

Comprehensive income attributable to Company	$	508		$	382

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, translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in Other Comprehensive Income in accordance with ASC Topic 830 “Foreign Currency Matters” (“ASC Topic 830”). For the three months ended March 31, 2011, a majority of these local currencies strengthened against the U.S. dollar resulting in a net increase to Other Comprehensive Income of $64 million upon the translation of their financial statements from their local currency to the U.S. dollar.

The effect of changes in the fair values of derivatives designated as cash flow hedges are accumulated in Other Comprehensive Income, net of tax, until the underlying transactions to which they are designed to hedge are realized. The movement in Other Comprehensive Income from period to period will be the result of the combination of changes in fair value for open derivatives and the outflow of accumulated Other Comprehensive Income related to the fair value of derivatives that have settled in the current or prior periods. The accumulated effect is an increase in Other Comprehensive Income of $37 million (net of tax of $14 million) for the three months ended March 31, 2011.

6. Business Segments

Operating results by segment are as follows (in millions):


	Three Months Ended
	March 31,
	2011			2010
Revenue:
Rig Technology	$	1,608		$	1,886
Petroleum Services & Supplies		1,265			923
Distribution Services		410			334
Elimination		(137	)		(111	)

Total Revenue	$	3,146		$	3,032


Operating Profit:
Rig Technology	$	419		$	581
Petroleum Services & Supplies		231			113
Distribution Services		27			11
Unallocated expenses and eliminations		(68	)		(68	)

Total Operating Profit	$	609		$	637


Operating Profit %:
Rig Technology		26.1	%		30.8	%
Petroleum Services & Supplies		18.3	%		12.2	%
Distribution Services		6.6	%		3.3	%
Total Operating Profit %		19.4	%		21.0	%

The Company had revenues of 12% and 21% of total revenue from one of its customers for the three months ended March 31, 2011 and 2010, respectively. This customer, Samsung Heavy Industries, is a shipyard acting as a general contractor for its customers, who are drillship owners and drilling contractors. This shipyard’s customers have specified that the Company’s drilling equipment be installed on their drillships and have required the shipyard to issue contracts to the Company.

7. Debt

Debt consists of (in millions):


	March 31,		December 31,
	2011		2010
Senior Notes, interest at 6.5% payable semiannually, principal due on March 15, 2011	$	—	$	150
Senior Notes, interest at 7.25% payable semiannually, principal due on May 1, 2011		200		201
Senior Notes, interest at 5.65% payable semiannually, principal due on November 15, 2012		200		200
Senior Notes, interest at 5.5% payable semiannually, principal due on November 19, 2012		150		151
Senior Notes, interest at 6.125% payable semiannually, principal due on August 15, 2015		151		151
Other		14		34

Total debt		715		887
Less current portion		203		373

Long-term debt	$	512	$	514

Senior Notes

On March 15, 2011, the Company repaid $150 million of its 6.5% unsecured Senior Notes using available cash balances. The remaining Senior Notes contain reporting covenants, and the Company was in compliance at March 31, 2011.

Revolving Credit Facilities

On April 21, 2008, the Company replaced its existing $500 million unsecured revolving credit facility with an aggregate of $3 billion of unsecured credit facilities and borrowed $2 billion to finance the cash portion of the Grant Prideco acquisition. These facilities consisted of a $2 billion, five-year revolving credit facility and a $1 billion, 364-day revolving credit facility which was terminated early in February 2009. At March 31, 2011 there were no borrowings against the remaining credit facility, and there were $429 million in outstanding letters of credit issued under this facility, resulting in $1,571 million of funds available under this revolving credit facility. Interest under this multicurrency facility is based upon LIBOR, NIBOR or EURIBOR plus 0.26% subject to a ratings-based grid, or the prime rate.

The Company also had $1,479 million of additional outstanding letters of credit at March 31, 2011, primarily in Norway, that are essentially under various bilateral committed letter of credit facilities. Other letters of credit are issued as bid bonds and performance bonds. The credit facility contains a financial covenant regarding maximum debt to capitalization. The Company was in compliance with all covenants regarding its credit facility at March 31, 2011.

8. Tax

The effective tax rate for the three months ended March 31, 2011 was 31.9% compared to 32.0% for the same period in 2010. The effective tax rate was positively impacted in the period by the effect of tax rate reductions on timing differences in foreign jurisdictions and an increase in the benefit of the manufacturing deduction as a result of increasing income in the U.S. This was offset by a reduction in the benefit of lower foreign tax rates as a result of decreasing income in foreign jurisdictions.

The difference between the effective tax rate reflected in the provision for income taxes and the U.S. federal statutory rate of 35% was as follows (in millions):


	Three Months Ended
	March 31,
	2011			2010
Federal income tax at U.S. federal statutory rate	$	208		$	216
Foreign income tax rate differential		(24	)		(40	)
State income tax, net of federal benefit		6			2
Nondeductible expenses		10			19
Tax benefit of manufacturing deduction		(6	)		(3	)
Foreign dividends, net of foreign tax credits		5			1
Tax rate change on temporary differences		(13	)		—
Change in contingency reserve and other		3			2

Provision for income taxes	$	189		$	197

The balance of unrecognized tax benefits at March 31, 2011 was $117 million. The Company recognized no material changes in the balance of unrecognized tax benefits for the three month period ended March 31, 2011.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):


Balance at December 31, 2010	$	118

Settlements		(1	)

Balance at March 31, 2011	$	117

The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has significant operations in the U.S., Canada, the U.K., the Netherlands and Norway. Tax years that remain subject to examination by major tax jurisdiction vary by legal entity, but are generally open in the U.S. for the tax years after 2006 and outside the U.S. for tax years ending after 2004.

The Company does not anticipate that its total unrecognized tax benefits will significantly change due to the settlement of audits or the expiration of statutes of limitation within 12 months of this reporting date.

To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts have been classified as a component of income tax expense in the financial statements.

9. Stock-Based Compensation

The Company has a stock-based compensation plan known as the National Oilwell Varco, Inc. Long-Term Incentive Plan (the “Plan”). The Plan provides for the granting of stock options, performance-based share awards, restricted stock, phantom shares, stock payments and stock appreciation rights. The number of shares authorized under the Plan is 25.5 million. As of March 31, 2011, 5,594,202 shares remain available for future grants under the Plan, all of which are available for grants of stock options, performance-based share awards, restricted stock awards, phantom shares, stock payments and stock appreciation rights. Total stock-based compensation for all stock-based compensation arrangements under the Plan was $17 million for each of the three months ended March 31, 2011 and 2010. The total income tax benefit recognized in the Consolidated Statements of Income for all stock-based compensation arrangements under the Plan was $5 million for each of the three months ended March 31, 2011 and 2010.

During the three months ended March 31, 2011, the Company granted 2,255,322 stock options and 365,920 shares of restricted stock and restricted stock units, which includes 131,300 performance-based restricted stock awards. The stock options were granted February 22, 2011 with an exercise price of $79.80. These options generally vest over a three-year period from the grant date. The restricted stock and restricted stock unit awards were granted February 22, 2011 and vest on the third anniversary of the date of grant. The performance-based restricted stock awards were granted February 22, 2011. The performance-based restricted stock awards granted will be 100% vested 36 months from the date of grant, subject to the performance condition of the Company’s operating income growth, measured on a percentage basis, from January 1, 2011 through December 31, 2013 exceeding the median operating income level growth of a designated peer group over the same period.

10. Derivative Financial Instruments

ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”) requires companies to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts against various foreign currencies are entered into to manage the foreign currency exchange rate risk on forecasted revenue and expenses denominated in currencies other than the functional currency of the operating unit (cash flow hedge). Other forward exchange contracts against various foreign currencies are entered into to manage the foreign currency exchange rate risk associated with certain firm commitments denominated in currencies other than the functional currency of the operating unit (fair value hedge). In addition, the Company will enter into non-designated forward contracts against various foreign currencies to manage the foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts (non-designated hedge). Interest rate swaps are entered into to manage interest rate risk associated with the Company’s fixed and floating-rate borrowings.

The Company records all derivative financial instruments at their fair value in its Consolidated Balance Sheet. Except for certain non-designated hedges discussed below, all derivative financial instruments that the Company holds are designated as either cash flow or fair value hedges and are highly effective in offsetting movements in the underlying risks. Such arrangements typically have terms between two and 24 months, but may have longer terms depending on the underlying cash flows being hedged, typically related to the projects in our backlog. The Company may also use interest rate contracts to mitigate its exposure to changes in interest rates on anticipated long-term debt issuances.

At March 31, 2011, the Company has determined that its financial assets of $90 million and liabilities of $23 million (primarily currency related derivatives) are level 2 in the fair value hierarchy. At March 31, 2011, the net fair value of the Company’s foreign currency forward contracts totaled an asset of $67 million.

As of March 31, 2011, the Company did not have any interest rate swaps and its financial instruments do not contain any credit-risk-related or other contingent features that could cause accelerated payments when the Company’s financial instruments are in net liability positions. We do not use derivative financial instruments for trading or speculative purposes.

Cash Flow Hedging Strategy

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is subject to a particular currency risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of Other Comprehensive Income 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 remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e. the ineffective portion), or hedge components excluded from the assessment of effectiveness, are recognized in the Consolidated Statements of Income during the current period.

To protect against the volatility of forecasted foreign currency cash flows resulting from forecasted sales and expenses, the Company has instituted a cash flow hedging program. The Company hedges portions of its forecasted revenues and expenses denominated in nonfunctional currencies with forward contracts. When the U.S. dollar strengthens against the foreign currencies, the decrease in present value of future foreign currency revenue and costs is offset by gains in the fair value of the forward contracts designated as hedges. Conversely, when the U.S. dollar weakens, the increase in the present value of future foreign currency cash flows is offset by losses in the fair value of the forward contracts.

As of March 31, 2011, the Company had the following outstanding foreign currency forward contracts that were entered into to hedge nonfunctional currency cash flows from forecasted revenues and costs (in millions):


	Currency Denomination
	March 31,
Foreign Currency	2011		2010
British Pound Sterling	£	20	£	30
Danish Krone	DKK	21	DKK	106
Euro	€	165	€	143
Norwegian Krone	NOK	5,062	NOK	6,307
U.S. Dollar	$	334	$	264
Japanese Yen	¥	122	¥	—
Singapore Dollar	SGD	7	SGD	—
Swedish Krone	SEK	55	SEK	—
Canadian Dollar	CAD	1	CAD	—

Fair Value Hedging Strategy

For derivative instruments that are designated and qualify as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is subject to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the same line item associated with the hedged item in current earnings (e.g., in “revenue” when the hedged item is a contracted sale).

The Company enters into forward exchange contracts to hedge certain firm commitments of revenue and costs that are denominated in currencies other than the functional currency of the operating unit. The purpose of the Company’s foreign currency hedging activities is to protect the Company from risk that the eventual U.S. dollar-equivalent cash flows from the sale of products to customers will be adversely affected by changes in the exchange rates.

As of March 31, 2011, the Company had the following outstanding foreign currency forward contracts that were entered into to hedge nonfunctional currency fair values of firm commitments of revenues and costs (in millions):


	Currency Denomination
	March 31,
Foreign Currency	2011		2010
U.S. Dollar	$	1	$	20

Non-designated Hedging Strategy

For derivative instruments that are non-designated, the gain or loss on the derivative instrument subject to the hedged risk (i.e. nonfunctional currency monetary accounts) are recognized in other income (expense), net in current earnings.

The Company enters into forward exchange contracts to hedge certain nonfunctional currency monetary accounts. The purpose of the Company’s foreign currency hedging activities is to protect the Company from risk that the eventual U.S. dollar-equivalent cash flows from the nonfunctional currency monetary accounts will be adversely affected by changes in the exchange rates.

As of March 31, 2011, the Company had the following outstanding foreign currency forward contracts that hedge the fair value of nonfunctional currency monetary accounts (in millions):


	Currency Denomination
	March 31,
Foreign Currency	2011		2010
British Pound Sterling	£	20	£	24
Danish Krone	DKK	146	DKK	174
Euro	€	78	€	64
Norwegian Krone	NOK	2,043	NOK	3,777
Swedish Krone	SEK	—	SEK	5
U.S. Dollar	$	430	$	491
Russian Ruble	RUB	438	RUB	2,812
Korean Won	KRW	—	KRW	4,348
Brazilian Real	BRL	22	BRL	—
Japanese Yen	¥	244	¥	—
Singapore Dollar	SGD	24	SGD	—

As of March 31, 2011, the Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions):


	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet	March 31,		December 31,		Balance Sheet	March 31,		December 31,
	Location	2011		2010		Location	2011		2010
Derivatives designated as hedging instruments under ASC Topic 815

Foreign exchange contracts	Prepaid and other
	current assets	$	56	$	28	Accrued liabilities	$	10	$	12
Foreign exchange contracts	Other Assets		23		12	Other Liabilities		1		1


Total derivatives designated as hedging instruments under ASC Topic 815		$	79	$	40		$	11	$	13


Derivatives not designated as hedging instruments under ASC Topic 815

Foreign exchange contracts	Prepaid and other
	current assets	$	11	$	7	Accrued liabilities	$	12	$	10


Total derivatives not designated as hedging instruments under ASC Topic 815		$	11	$	7		$	12	$	10


Total derivatives		$	90	$	47		$	23	$	23

The Effect of Derivative Instruments on the Consolidated Statement of Income
($ in millions)

Location of Gain (Loss)

Recognized in Income on

Amount of Gain (Loss)

Location of Gain (Loss)

Derivative (Ineffective

Recognized in Income on

Reclassified from

Amount of Gain (Loss)

Portion and Amount

Derivative (Ineffective

Derivatives in ASC Topic 815

Amount of Gain (Loss)

Accumulated OCI into

Reclassified from

Excluded from

Portion and Amount

Cash Flow Hedging

Recognized in OCI on

Income

Accumulated OCI into

Effectiveness

Excluded from

Relationships

Derivative (Effective Portion) (a)

(Effective Portion)

Income (Effective Portion)

Testing)

Effectiveness Testing) (b)

Three Months Ended

March 31,

2011

2010

2011

2010

2011

2010

Revenue

Foreign exchange contracts

(34

)

Cost of revenue

)

Other income (expense), net

)

Total

(34

)

Derivatives in ASC Topic 815

Location of Gain (Loss)

Amount of Gain (Loss)

ASC Topic 815

Location of Gain (Loss)

Recognized in Income on

Fair Value

Recognized in Income

Recognized in Income on

Fair Value Hedge

Recognized in Income on

Related Hedged

Hedging Relationships

on Derivative

Derivative

Relationships

Related Hedged Item

Items

Three Months Ended

March 31,

2011

2010

2011

2010

Foreign exchange contracts

Revenue

—

)

Firm commitments

Revenue

—

Total

—

)

—


Derivatives Not Designated as	Location of Gain (Loss)	Amount of Gain (Loss)
Hedging Instruments under	Recognized in Income	Recognized in Income on
ASC Topic 815	on Derivative	Derivative
		Three Months Ended
		March 31,
		2011			2010
Foreign exchange contracts	Other income (expense), net		(11	)		(1	)

Total			(11	)		(1	)


(a)		The Company expects that $(34) million of the Accumulated Other Comprehensive Income (Loss) will be reclassified into earnings within the next twelve months with an offset by gains from the underlying transactions resulting in no impact to earnings or cash flow.

(b)		The amount of gain (loss) recognized in income represents $(3) million and $5 million related to the ineffective portion of the hedging relationships for the three months ended March 31, 2011 and 2010, respectively, and $(4) million and $4 million related to the amount excluded from the assessment of the hedge effectiveness for the three months ended March 31, 2011 and 2010, respectively.

11. Net Income Attributable to Company Per Share

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


	Three Months Ended
	March 31,
	2011		2010
Numerator:
Net income attributable to Company	$	407	$	422

Denominator:
Basic—weighted average common shares outstanding		420		417
Dilutive effect of employee stock options and other unvested stock awards		3		2

Diluted outstanding shares		423		419


Net income attributable to Company per share:
Basic	$	0.97	$	1.01

Diluted	$	0.96	$	1.01

Cash dividends per share	$	0.11	$	0.10

In addition, the Company had stock options outstanding that were anti-dilutive totaling 3 million and 6 million shares for the three months ended March 31, 2011 and 2010, respectively.

12. Cash Dividends

On February 23, 2011 the Company’s Board of Directors approved a cash dividend of $0.11 per share. The cash dividend was paid on March 25, 2011 to each stockholder of record on March 11, 2011. Cash dividends aggregated $46 million and $42 million for the three months ended March 31, 2011 and 2010, 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

National Oilwell Varco, Inc. (the “Company”) is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production, the provision of oilfield services, and supply chain integration services to the upstream oil and gas industry.

Unless indicated otherwise, results of operations are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). In an effort to provide investors with additional information regarding our results of operations, certain non-GAAP financial measures, including operating profit excluding other costs, operating profit percentage excluding other costs and diluted earnings per share excluding other costs, are provided. 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.

Rig Technology

Our Rig Technology segment designs, manufactures, sells and services complete systems for the drilling, completion, and servicing of oil and gas wells. The segment offers a comprehensive line of highly-engineered equipment that automates complex well construction and management operations, such as offshore and onshore drilling rigs; derricks; pipe lifting, racking, rotating and assembly systems; rig instrumentation systems; coiled tubing equipment and pressure pumping units; well workover rigs; wireline winches; wireline trucks; cranes; and turret mooring systems and other products for Floating Production, Storage and Offloading vessels (“FPSOs”) and other offshore vessels and terminals. Demand for Rig Technology products is primarily dependent on capital spending plans by drilling contractors, oilfield service companies, and oil and gas companies; and secondarily on the overall level of oilfield drilling activity, which drives demand for spare parts for the segment’s large installed base of equipment. We have made strategic acquisitions and other investments during the past several years in an effort to expand our product offering and our global manufacturing capabilities, including adding additional operations in the United States, Canada, Norway, the United Kingdom, Brazil, China, Belarus, India, Turkey, the Netherlands, Singapore, and South Korea.

Petroleum Services & Supplies

Our Petroleum Services & Supplies segment provides a variety of consumable goods and services used to drill, complete, remediate and workover oil and gas wells and service flowlines and other oilfield tubular goods. The segment manufactures, rents and sells a variety of products and equipment used to perform drilling operations, including drill pipe, wired drill pipe, transfer pumps, solids control systems, drilling motors, drilling fluids, drill bits, reamers and other downhole tools, and mud pump consumables. Demand for these services and supplies is determined principally by the level of oilfield drilling and workover activity by drilling contractors, major and independent oil and gas companies, and national oil companies. Oilfield tubular services include the provision of inspection and internal coating services and equipment for drill pipe, line pipe, tubing, and casing; and the design, manufacture and sale of coiled tubing pipe and advanced composite pipe for application in highly corrosive environments. The segment sells its tubular goods and services to oil and gas companies; drilling contractors; pipe distributors, processors and manufacturers; and pipeline operators. This segment has benefited from several strategic acquisitions and other investments completed during the past few years, including additional operations in the United States, Canada, the United Kingdom, Brazil, China, Kazakhstan, Mexico, Russia, Argentina, India, Bolivia, the Netherlands, Singapore, Malaysia, Vietnam, and the United Arab Emirates.

Distribution Services

Our Distribution Services segment provides maintenance, repair and operating supplies (“MRO”) and spare parts to drill site and production locations worldwide. In addition to its comprehensive network of field locations supporting land drilling operations throughout North America, the segment supports major offshore drilling contractors through locations in Mexico, the Middle East, Europe, Southeast Asia and South America. Distribution Services employs advanced information technologies to provide complete procurement, inventory management and logistics services to its customers around the globe. Demand for the segment’s services is determined primarily by the level of drilling, servicing, and oil and gas production activities.

Critical Accounting Estimates

In our annual report on Form 10-K for the year ended December 31, 2010, we identified our most critical accounting policies. In preparing the financial statements, we make assumptions, estimates and judgments that affect the amounts reported. We periodically evaluate our estimates and judgments that are most critical in nature which are related to revenue recognition under long-term construction contracts; allowance for doubtful accounts; inventory reserves; impairments of long-lived assets (excluding goodwill and other indefinite-lived intangible assets); goodwill and other indefinite-lived intangible assets; service and product warranties 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 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.

EXECUTIVE SUMMARY

National Oilwell Varco generated $407 million in net income attributable to the Company, or $0.96 per fully diluted share, on $3.1 billion in revenue in its first quarter ended March 31, 2011. Compared to the fourth quarter of 2010, revenue declined one percent and net income attributable to the Company declined eight percent. Compared to the first quarter of 2010 revenue increased four percent and net income attributable to the Company decreased four percent.

The first quarter of 2011 included pre-tax transaction charges and the write-down of Libyan assets of $19 million, consisting mostly of the write-down of inventory, fixed assets and accounts receivable rendered uncollectable due to sanctions against Libya. The fourth quarter of 2010 included pre-tax transaction charges of $1 million and the first quarter of 2010 included pre-tax devaluation charges of $38 million. Excluding transaction and devaluation charges along with the write-down of Libyan assets from all periods, first quarter 2011 earnings were $1.00 per fully diluted share, compared to $1.10 per fully diluted share a year ago and $1.05 per fully diluted share last quarter.

Operating profit excluding transaction and devaluation charges was $628 million or 20.0 percent of sales in the first quarter of 2011, compared to $625 million or 19.7 percent of sales in the fourth quarter of 2010 excluding transaction charges. Operating profit excluding transaction and devaluation charges was $648 million or 21.4 percent of sales for the first quarter of 2010.

Revenues, operating profit and operating margins increased both sequentially and year-over-year for the Company’s Petroleum Services & Supplies segment. The Company’s Distribution Services segment generated 23 percent higher sales compared to the first quarter of 2010, but saw sales decline three percent from the fourth quarter of 2010. Both Distribution Services and Petroleum Services & Supplies generally benefitted from high rig counts and oilfield activity. The Company’s Rig Technology segment posted eight percent lower revenues sequentially and 15 percent lower revenues compared to the prior year first quarter, due primarily to lower revenues from the segment’s backlog of capital equipment orders.

Oil & Gas Equipment and Services Market

Worldwide developed economies turned down sharply late in 2008 as looming housing-related asset write-downs at major financial institutions paralyzed credit markets and sparked a serious global banking crisis. Major central banks responded vigorously through 2009, but a credit-driven worldwide economic recession continues to dampen economic growth in many developed economies. As a result asset and commodity prices, including oil and gas prices, declined. After rising steadily for six years to peak at around $140 per barrel earlier in 2008, oil prices collapsed back to average $43 per barrel (West Texas Intermediate Crude Prices) during the first quarter of 2009, but recovered to $76 per barrel range by the end of 2009 and increased to $85 per barrel by the end of 2010. Unrest in the Middle East led to a larger risk premium in oil and prices in excess of $100 per barrel through the first few months of 2011. North American gas prices declined to $3.17 per mmbtu in the third quarter of 2009 but recovered to average $4.18 per mmbtu in the first quarter of 2011. The steadily rising oil and gas prices seen between 2003 and 2008 led to high levels of exploration and development drilling in many oil and gas basins around the globe by 2008, but activity slowed sharply in 2009 with lower oil and gas prices and tightening credit availability.

The count of rigs actively drilling in the U.S. as measured by Baker Hughes (a good measure of the level of oilfield activity and spending) peaked at 2,031 rigs in September 2008, but decreased to a low of 876 in June 2009. U.S. rig count has since increased to 1,818 in late April 2011, and averaged 1,717 rigs during the first quarter of 2011. Many oil and gas operators reliant on external financing to fund their drilling programs significantly curtailed their drilling activity in 2009, but drilling recovered across North America as gas prices firmed above $4 per mmbtu and, more recently, as operators began to drill unconventional shale plays targeting oil, rather than gas. Oil drilling has risen to over 50 percent of the total domestic drilling effort.

Most international activity is driven by oil exploration and production by national oil companies, which has historically been less susceptible to short-term commodity price swings, but the international rig count has exhibited modest declines nonetheless, falling from its September 2008 peak of 1,108 to 947 in August 2009, but recently climbing back to 1,147 in March 2011.

During 2009 the Company saw its Petroleum Services & Supplies and its Distribution Services margins affected most acutely by a drilling downturn, through both volume and price declines; nevertheless, both of these segments saw pricing stabilize and revenues recover since third quarter 2009 lows. The Company’s Rig Technology segment increased revenues and margins through 2009 owing to its high level of contracted backlog which it executed on very well since the economic downturn. As its backlog declined through 2010 its margins and revenues generally began to move down as well.

The recent economic decline beginning in late 2008 followed an extended period of high drilling activity which fueled strong demand for oilfield services between 2003 and 2008. Incremental drilling activity through the upswing shifted toward harsh environments, employing increasingly sophisticated technology to find and produce reserves. Higher utilization of drilling rigs tested the capability of the world’s fleet of rigs, much of which is old and of limited capability. Technology has advanced significantly since most of the existing rig fleet was built. The industry invested little during the late 1980’s and 1990’s on new drilling equipment, but drilling technology progressed steadily nonetheless, as the Company and its competitors continued to invest in new and better ways of drilling. As a consequence, the safety, reliability, and efficiency of new, modern rigs surpass the performance of most of the older rigs at work today. Drilling rigs are now being pushed to drill deeper wells, more complex wells, highly deviated wells and horizontal wells, tasks which require larger rigs with more capabilities. The drilling process effectively consumes the mechanical components of a rig, which wear out and need periodic repair or replacement. This process was accelerated by very high rig utilization and wellbore complexity. Drilling consumes rigs; more complex and challenging drilling consumes rigs faster.

The industry responded by launching many new rig construction projects since 2005, to: 1) retool the existing fleet of jackup rigs (according to Offshore Data Services, 70 percent of the existing 476 jackup rigs are more than 25 years old); 2) replace older mechanical and DC electric land rigs with improved AC power, electronic controls, automatic pipe handling and rapid rigup and rigdown technology; and 3) to build out additional deepwater floating drilling rigs, including semisubmersibles and drillships, to employ recent advancements in deepwater drilling to exploit unexplored deepwater basins. We believe that the newer rigs offer considerably higher efficiency, safety, and capability, and that many will effectively replace a portion of the existing fleet, and that declining dayrates may accelerate the retirement of older rigs.

As a result of these trends the Company’s Rig Technology segment grew its backlog of capital equipment orders from $0.9 billion at March 31, 2005, to $11.8 billion at September 30, 2008. However, as a result of the credit crisis and slowing drilling activity, orders declined below amounts flowing out of backlog as revenue, causing the backlog to decline to $4.9 billion by June 30, 2010. The decline has reversed since, and the backlog stood at $6.2 billion as of March 31, 2011, partly due to very strong orders during the first quarter of 2011. Orders totaled $2.3 billion, the second highest level of orders taken during a quarter during the history of the Company. Approximately $3.7 billion of these orders are scheduled to flow out as revenue during the remaining three quarters of 2011; $2.0 billion in 2012, and the balance thereafter. The land rig backlog comprised 17 percent and equipment destined for offshore operations comprised 83 percent of the total backlog as of March 31, 2011. Equipment destined for international markets totaled 87 percent of the backlog.

Segment Performance

The Rig Technology segment revenues of $1,608 million in the first quarter of 2011 declined eight percent sequentially and declined 15 percent compared to the first quarter of 2010. Segment operating profit was $419 million and operating margins were 26.1 percent during the first quarter. Compared to the first quarter of 2010 decremental operating leverage or flow-through (the decrease in operating profit divided by the decrease in revenue) was 58 percent, and compared to the fourth quarter of 2010 decremental operating leverage was 53 percent, both greater than expected operating leverage of 30 to 35 percent. The reason for the higher decremental leverage was a mix shift away from higher margin offshore projects won a few years ago, toward lower-priced offshore work, and more land business, which typically carries lower margins. Many offshore projects were contracted at high prices in 2007 and 2008 and subsequently manufactured in much lower cost environments in 2009 and 2010. Sequentially operating margin declined 240 basis points due to mix and slightly lower volumes, and further margin declines are expected through the next few quarters. Non-backlog revenue was roughly flat sequentially, as lower sales of small capital goods which do not flow through the segment’s backlog were offset by higher aftermarket spares and services revenues. Compared to the first quarter of 2010 aftermarket spares and services revenues improved 17 percent. Revenue out of backlog declined 12 percent sequentially. Demand for stimulation equipment, complete land rig packages for international markets, several jackup rigs and six drillship packages contributed to the strong order level during the first quarter. Large shale play fracture stimulation jobs in North America are consuming equipment at a more rapid pace owing to the upturn in oilfield activity and higher equipment intensity in these types of jobs. Additionally, demand is shifting to larger diameter coiled tubing strings to stimulate wells and drill out plugs, which led to demand for the Company’s well-intervention equipment in the quarter. In Brazil the Company submitted tenders for deepwater drillships for Petrobras to shipyards and drilling contractors, which are to be built in Brazil, and expects a decision on these soon. Customer inquiries for pressure control equipment are also trending higher, and orders for pressure control components, spares, repair and services rose during the first quarter, in response to the Macondo blowout.

The Petroleum Services & Supplies segment generated total sales of $1,265 million in the first quarter of 2011, up 11 percent from the fourth quarter of 2010 and up 37 percent from the first quarter of 2010. Operating profit was $231 million or 18.3 percent of sales for the first quarter, compared to 15.0 percent in the fourth quarter of 2010 and 12.2 percent in the first quarter of 2010. Operating leverage or flow-through was 48 percent from the fourth quarter of 2010, and 35 percent from the first quarter of 2010 to the first quarter of 2011. First quarter performance benefitted from high and rising levels of rig activity across North America (up 10 percent sequentially), and a rising shift in drilling toward horizontal wells within the shale plays, which lifted demand for drilling motors, downhole tools, and 4 inch XT drill pipe which led to an exceptionally strong quarter for drill pipe sales). Additionally, drilling in North America shifted toward oil over gas, which prompted demand for fiberglass tubing and line pipe which is used in oil wells to avoid corrosion from associated produced water. Other consumables such as valves, seats, shale shaker screens, etc. improved sequentially on high drilling activity as well. Consolidated segment sales into the U.S. grew 18 percent, Canada improved 23 percent, and international revenues declined three percent sequentially, leading to an overall mix of 60 percent North America and 40 percent international for the first quarter of 2011.

The Distribution Services segment generated $410 million in revenue during the first quarter of 2011, down three percent from the fourth quarter of 2010 and increasing 23 percent from the first quarter of 2010. Operating profit was $27 million, and operating margin was 6.6 percent of sales, down slightly from the fourth quarter of 2010 but doubled year-ago levels. Decremental operating leverage or flow-through was 23 percent sequentially, and incremental operating leverage was 21 percent year-over-year for the first quarter. The segment posted strong margin gains in Canada on small revenue improvements, owing to cost reductions there in earlier periods and strong market conditions in the first quarter. International sales were down sequentially due to large capital spares sales overseas in the fourth quarter which did not repeat. Domestic sales were relatively flat sequentially, at slightly lower margins, due to mix.

Outlook

Following the credit market downturn, global recession, and lower commodity prices of 2009, we saw signs of stabilization and recovery in many of our markets in 2010, and recovery has continued through the first quarter of 2011, led by higher drilling activity in North America, and slowly improving international drilling activity. Order levels for new drilling rigs declined significantly in 2009 as compared to 2008 due to credit market conditions and softer rig activity, but we see clear improvement now due to dayrate stabilization for certain classes of newer technology rigs, lower rig construction costs, and improving availability of financing, including easier payment terms from shipyards. We expect modest declines in Rig Technology revenues and margins over the next few quarters before new offshore rig construction projects can translate into higher revenues.

Our outlook for the Company’s Petroleum Services & Supplies segment and Distribution Services segment remains closely tied to the rig count, particularly in North America. If the rig count continues to increase we expect these segments to benefit from higher demand for the services, consumables and capital items they supply. Many products are beginning to see higher steel, alloy, resin and fiberglass costs impact their business, and are attempting to raise process to offset rising costs. Continuing tight iron ore supplies to the steel mills could adversely affect margins as the year unfolds.

The Company believes it is well positioned to continue to manage through this recession, and should benefit from its strong balance sheet and capitalization, access to credit, and a high level of contracted orders which are expected to continue to generate earnings during the remainder of year. The Company has a long history of cost-control and downsizing in response to depressed market conditions, and of executing strategic acquisitions during difficult periods. Such a period may present opportunities to the Company to effect new organic growth and acquisition initiatives, and we remain hopeful that a downturn will generate new opportunities.

Operating Environment Overview

The Company’s results are dependent on, among other things, the level of worldwide oil and gas drilling, well remediation activity, the prices of crude oil and natural gas, capital spending by other oilfield service companies and drilling contractors, and worldwide oil and gas inventory levels. Key industry indicators for the first quarter of 2011 and 2010, and the fourth quarter of 2010 include the following:


							%			%
							1Q11 v			1Q11 v
	1Q11*		4Q10*		1Q10*		4Q10			1Q10
Active Drilling Rigs:
U.S.		1,717		1,687		1,345		1.8	%		27.7	%
Canada		587		405		470		44.9	%		24.9	%
International		1,166		1,115		1,063		4.6	%		9.7	%

Worldwide		3,470		3,207		2,878		8.2	%		20.6	%

West Texas Intermediate Crude Prices (per barrel)	$	93.54	$	85.10	$	78.64		9.9	%		18.9	%

Natural Gas Prices ($/mmbtu)	$	4.18	$	3.80	$	5.15		10.0	%		(18.8	%)


*		Averages for the quarters indicated. See sources below.

The following table details the U.S., Canadian, and international rig activity and West Texas Intermediate Oil prices for the past nine quarters ended March 31, 2011 on a quarterly basis:


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

The worldwide and U.S. quarterly average rig count increased 8% (from 3,207 to 3,470) and 2% (from 1,687 to 1,717), respectively, in the first quarter of 2011 compared to the fourth quarter of 2010. The average per barrel price of West Texas Intermediate Crude increased 10% (from $85.10 per barrel to $93.54 per barrel) and natural gas prices increased 10% (from $3.80 per mmbtu to $4.18 per mmbtu) in the first quarter of 2011 compared to the fourth quarter of 2010.

U.S. rig activity at April 21, 2011 was 1,800 rigs compared to the first quarter average of 1,717 rigs, increasing 5%. The price for West Texas Intermediate Crude was at $112.29 per barrel as of April 21, 2011, increasing 20% from the first quarter average. The price for natural gas was at $4.41 per mmbtu as of April 21, 2011, increasing 6% from the first quarter average.

Results of Operations

Operating results by segment are as follows (in millions):


	Three Months Ended
	March 31,
	2011			2010
Revenue:
Rig Technology	$	1,608		$	1,886
Petroleum Services & Supplies		1,265			923
Distribution Services		410			334
Elimination		(137	)		(111	)

Total Revenue	$	3,146		$	3,032


Operating Profit:
Rig Technology	$	419		$	581
Petroleum Services & Supplies		231			113
Distribution Services		27			11
Unallocated expenses and eliminations		(68	)		(68	)

Total Operating Profit	$	609		$	637


Operating Profit %:
Rig Technology		26.1	%		30.8	%
Petroleum Services & Supplies		18.3	%		12.2	%
Distribution Services		6.6	%		3.3	%
Total Operating Profit %		19.4	%		21.0	%

Rig Technology

Three Months Ended March 31, 2011 and 2010. Rig Technology revenue in the first quarter of 2011 was $1,608 million, a decrease of $278 million (14.7%) compared to the same period in 2010. This decrease is primarily due to the decrease of revenue out of backlog of $382 million partially offset by the increase in non backlog revenue of $104 million. Backlog was $6.2 billion at March 31, 2011, a 13% increase from March 31, 2010.

Operating profit from Rig Technology was $419 million for the first quarter ended March 31, 2011, a decrease of $162 million (27.9%) over the same period of 2010. Operating profit percentage decreased to 26.1%, from 30.8% for the same prior year period primarily due to a decrease in revenue out of backlog related to offshore projects.

Petroleum Services & Supplies

Three Months Ended March 31, 2011 and 2010. Revenue from Petroleum Services & Supplies was $1,265 million for the first quarter of 2011 compared to $923 million for the first quarter of 2010, an increase of $342 million (37.1%). The increase was primarily attributable to shale plays leading to a strong U.S. market with a 28% increase in U.S. rig activity compared to the first quarter of 2010.

Operating profit from Petroleum Services & Supplies was $231 million for the first quarter ended March 31, 2011, an increase of $118 million (104.4%) over the same period of 2010. Operating profit percentage increased to 18.3%, up from 12.2% for the same prior year period primarily due to increased volume with a strong domestic demand fueled by an increase in rig count. The increase was offset by the write-down of Libyan assets of $15 million, mostly related to accounts receivable affected by sanctions enacted during the quarter along with the write off of certain inventory and fixed assets in the country. The Company’s Rig Technology and Distribution Services segments incurred $2 million of such asset write-downs for a total of $17 million in Libyan asset write-downs incurred by the Company for the first quarter ended March 31, 2011.

Distribution Services

Three Months Ended March 31, 2011 and 2010. Revenue from Distribution Services was $410 million for the first quarter of 2011 compared to $334 million for the first quarter of 2010, an increase of $76 million (22.8%). This increase was primarily attributable to increased U.S. rig count activity as well as a later than usual Canadian breakup.

Operating profit from Distribution Services was $27 million for the first quarter ended March 31, 2011, an increase of $16 million (145.5%) over the same period of 2010. Operating profit percentage increased to 6.6%, up from 3.3% for the same prior year period primarily due to increased volume along with greater cost efficiencies in the quarter.

Unallocated expenses and eliminations

Unallocated expenses and eliminations were $68 million for each of the three months ended March 31, 2011 and 2010.

Interest and financial costs

Interest and financial costs were $14 million for the three months ended March 31, 2011 compared to $13 million for the same period in 2010.

Other income (expense), net

Other income (expense), net were expenses, net of $19 million and $16 million for the three months ended March 31, 2011 and 2010, respectively. The increase for the three months ended March 31, 2011, was mainly due to higher foreign exchange losses during the first quarter of 2011 as a result of exchange rate movements, primarily related to the weakening of the U.S. dollar.

Provision for income taxes

Non-GAAP Financial Measures and Reconciliations

In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The primary non-GAAP financial measures we focus on are: (i) operating profit excluding other costs, (ii) operating profit percentage excluding other costs, and (iii) diluted earnings per share excluding other costs. Each of these financial measures excludes the impact of certain other costs and therefore has not been calculated in accordance with GAAP. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included below.

We use these non-GAAP financial measures because we believe it provides useful supplemental information regarding the Company’s on-going economic performance and, therefore, use these non-GAAP financial measures internally to evaluate and manage the Company’s operations. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of operating results and as a means to emphasize the results of on-going operations.

The following tables set forth the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures (in millions, except per share data):


	Three Months Ended
	March 31,
	2011		2010
Reconciliation of operating profit:
GAAP operating profit	$	609	$	637
Other costs:
Libya asset write-down		17		—
Transaction costs		2		—
Devaluation costs		—		11

Operating profit excluding other costs	$	628	$	648


	Three Months Ended
	March 31,
	2011			2010
Reconciliation of operating profit %:
GAAP operating profit %		19.4	%		21.0	%
Other costs %		0.6	%		0.4	%

Operating profit % excluding other costs		20.0	%		21.4	%


	Three Months Ended
	March 31,
	2011		2010
Reconciliation of diluted earnings per share:
GAAP earnings per share	$	0.96	$	1.01
Other costs		0.04		0.09

Earnings per share excluding other costs	$	1.00	$	1.10

Liquidity and Capital Resources

Overview

At March 31, 2011, the Company had cash and cash equivalents of $3,060 million, and total debt of $715 million. At December 31, 2010, cash and cash equivalents were $3,333 million and total debt was $887 million. A significant portion of the consolidated cash balances are maintained in accounts in various foreign subsidiaries and, if such amounts were transferred among countries or repatriated to the U.S., such amounts may be subject to additional tax obligations. Rather than repatriating this cash, the Company may choose to borrow against its credit facility. The Company’s outstanding debt at March 31, 2011 consisted of $200 million of 7.25% Senior Notes due 2011, $200 million of 5.65% Senior Notes due 2012, $150 million of 5.5% Senior Notes due 2012, $151 million of 6.125% Senior Notes due 2015, and other debt of $14 million.

There were no borrowings against the Company’s unsecured revolving credit facility, and there were $429 million in outstanding letters of credit issued under the facility, resulting in $1,571 million of funds available under the Company’s unsecured revolving credit facility at March 31, 2011.

The Company had $1,479 million of additional outstanding letters of credit at March 31, 2011, primarily in Norway, that are essentially under various bilateral committed letter of credit facilities. Other letters of credit are issued as bid bonds and performance bonds. The Senior Notes contain reporting covenants and the credit facility contains a financial covenant regarding maximum debt to capitalization. The Company was in compliance with all covenants at March 31, 2011.

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


	Three Months Ended
	March 31,
	2011			2010
Net cash (used in) provided by operating activities	$	(25	)	$	95
Net cash used in investing activities		(123	)		(65	)
Net cash used in financing activities		(144	)		(36	)

Operating Activities

For the first three months of 2011, cash used in operating activities was $25 million, a change of $120 million compared to cash provided by operating activities of $95 million in the same period of 2010. Before changes in operating assets and liabilities, net of acquisitions, cash was provided by operations primarily through net income of $404 million plus non-cash charges of $230 million less $13 million in equity income from the Company’s unconsolidated affiliate.

Net changes in operating assets and liabilities, net of acquisitions, used $658 million for the first three months of 2011, a $75 million increase from the same period in 2010. Due to an increase in market activity during the first three months of 2011 compared to the same period in 2010, revenue and backlog (milestone invoicing) increased which is reflected in increased accounts receivable coupled with a buildup in inventory. Incentive compensation and tax payments contributed to the reduction in other assets/liabilities, net for the first three months of 2011 compared to the same period in 2010.

Investing Activities

For the first three months of 2011, cash used in investing activities was $123 million compared to cash used in investing of $65 million for the same period of 2010. The primary reason for the increase related to the increase in capital expenditures to approximately $79 million as capital was spent on several international expansion projects during the first three months of 2011 compared to $31 million used in the same period of 2010. In addition, business acquisitions increased slightly to approximately $51 million compared to $46 million used in the same period of 2010.

Financing Activities

For the first three months of 2011, cash used in financing activities was $144 million compared to cash used in financing activities of $36 million for the same period of 2010. The $108 million increase in cash used in financing activities for the first three months of 2011 primarily related to the repayment of $150 million in Senior Notes that were due late in the quarter as well as $20 million in other current borrowings. The Company increased its dividend slightly to $46 million for the first three months of 2011 compared to $42 million for the same period of 2010. The increase in cash used was offset by $58 million in proceeds from stock options exercised during the first three months of 2011 compared to $5 million in proceeds from stock options exercised during the same period in 2010. For the first three months of 2011, the Company used its cash on hand to fund its acquisitions.

The effect of the change in exchange rates on cash flows was a positive $19 million and a negative $8 million for the three months ended March 31, 2011 and 2010, respectively.

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

We intend to pursue additional acquisition candidates, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be predicted. We expect to fund future cash acquisitions primarily with cash flow from operations and borrowings, including the unborrowed portion of the 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.

Forward-Looking Statements

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,” “will,” “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, 2010, 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Exchange Rates

We have extensive operations in foreign countries. The net assets and liabilities of these operations are exposed to changes in foreign currency exchange rates, although such fluctuations generally do not affect income since their functional currency is typically 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 approximately $14 million in the first three months of 2011, compared to an $11 million foreign exchange loss 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. Strengthening of currencies against the U.S. dollar may create losses in future periods to the extent we maintain net assets and liabilities not denominated in the functional currency of the countries using the local currency as their functional currency.

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 exposure. In order to mitigate that risk, we may utilize foreign currency forward contracts to better match the currency of our revenues and associated costs. We do not use foreign currency forward contracts for trading or speculative purposes.

The following table details the Company’s foreign currency exchange risk grouped by functional currency and their expected maturity periods as of March 31, 2011 (in millions, except contract rates):


	As of March 31, 2011										December 31,
Functional Currency	2011			2012		2013		Total			2010
CAD Buy USD/Sell CAD:
Notional amount to buy (in Canadian dollars)		311			—		—		311			267
Average CAD to USD contract rate		0.9886			—		—		0.9886			1.0072
Fair Value at March 31, 2011 in U.S. dollars		(5	)		—		—		(5	)		(1	)
Sell USD/Buy CAD:
Notional amount to sell (in Canadian dollars)		107			18		—		125			55
Average CAD to USD contract rate		0.9929			0.9825		—		0.9915			1.0237
Fair Value at March 31, 2011 in U.S. dollars		2			—		—		2			1
EUR Buy USD/Sell EUR:
Notional amount to buy (in euros)		5			—		—		5			1
Average USD to EUR contract rate		1.3845			1.4126		—		1.3845			1.3884
Fair Value at March 31, 2011 in U.S. dollars		—			—		—		—			—
Sell USD/Buy EUR:
Notional amount to buy (in euros)		95			16		—		111			74
Average USD to EUR contract rate		1.3379			1.3331		—		1.3372			1.3172
Fair Value at March 31, 2011 in U.S. dollars		6			1		—		7			1
KRW Sell EUR/Buy KRW:
Notional amount to buy (in South Korean won)		291			123		261		675			273
Average KRW to EUR contract rate		931.39			923.70		918.82		925.09			1,742.53
Fair Value at March 31, 2011 in U.S. dollars		—			—		—		—			—
Sell USD/Buy KRW:
Notional amount to buy (in South Korean won)		45,336			3,416		639		49,391			67,657
Average KRW to USD contract rate		1,096.99			1,118.68		1,020.25		1,097.25			1,085.68
Fair Value at March 31, 2011 in U.S. dollars		(1	)		—		—		(1	)		(3	)


	As of March 31, 2011											December 31,
Functional Currency	2011			2012			2013		Total			2010
GBP Buy USD/Sell GBP:
Notional amount to buy (in British Pounds Sterling)		2			—			—		2			—
Average USD to GBP contract rate		1.6225			—			—		1.6225			—
Fair Value at March 31, 2011 in U.S. dollars		—			—			—		—			—
Sell USD/Buy GBP:
Notional amount to buy (in British Pounds Sterling)		55			10			—		65			49
Average USD to GBP contract rate		1.5471			1.5937			—		1.5544			1.4952
Fair Value at March 31, 2011 in U.S. dollars		3			—			—		3			2
USD Buy DKK/Sell USD:
Notional amount to buy (in U.S. dollars)		19			—			—		19			19
Average DKK to USD contract rate		5.4881			—			—		5.4881			5.5064
Fair Value at March 31, 2011 in U.S. dollars		1			—			—		1			—
Buy EUR/Sell USD:
Notional amount to buy (in U.S. dollars)		204			52			—		256			224
Average USD to EUR contract rate		1.3565			1.3345			—		1.3520			1.3243
Fair Value at March 31, 2011 in U.S. dollars		7			2			—		9			—
Buy GBP/Sell USD:
Notional amount to buy (in U.S. dollars)		51			—			—		51			18
Average USD to GBP contract rate		0.6283			—			—		0.6283			1.5724
Fair Value at March 31, 2011 in U.S. dollars		—			—			—		—			—
Buy NOK/Sell USD:
Notional amount to buy (in U.S. dollars)		515			339			39		893			810
Average NOK to USD contract rate		6.0026			6.2007			6.0278		6.0789			6.2022
Fair Value at March 31, 2011 in U.S. dollars		35			26			1		62			32
Buy SEK/Sell USD:
Notional amount to sell (in U.S. dollars)		8			—			—		8			—
Average SEK to USD contract rate		7.0171			—			—		7.0171			—
Fair Value at March 31, 2011 in U.S. dollars		1			—			—		1			—
Sell DKK/Buy USD:
Notional amount to buy (in U.S. dollars)		11			—			—		11			8
Average DKK to USD contract rate		5.5521			—			—		5.5521			5.5998
Fair Value at March 31, 2011 in U.S. dollars		(1	)		—			—		(1	)		—
Sell EUR/Buy USD:
Notional amount to sell (in U.S. dollars)		121			9			—		130			66
Average USD to EUR contract rate		1.3941			1.3575			—		1.3914			1.3423
Fair Value at March 31, 2011 in U.S. dollars		(1	)		—			—		(1	)		1
Sell NOK/Buy USD:
Notional amount to sell (in U.S. dollars)		257			29			1		287			229
Average NOK to USD contract rate		5.8414			6.0006			5.9030		5.8575			6.1282
Fair Value at March 31, 2011 in U.S. dollars		(11	)		(1	)		—		(12	)		(7	)
Sell RUB/Buy USD:
Notional amount to sell (in U.S. dollars)		15			—			—		15			25
Average RUB to USD contract rate		28.6100			—			—		28.6100			31.2030
Fair Value at March 31, 2011 in U.S. dollars		—			—			—		—			(1	)
DKK Sell DKK/Buy USD:
Notional amount to buy (in U.S. dollars)		103			—			—		103			113
Average DKK to USD contract rate		5.2687			—			—		5.2687			5.6618
Fair Value at March 31, 2011 in U.S. dollars		—			—			—		—			—
Other Currencies
Fair Value at March 31, 2011 in U.S. dollars		2			—			—		2			(1	)

Total Fair Value at March 31, 2011 in U.S. dollars		38			28			1		67			24

The Company had other financial market risk sensitive instruments denominated in foreign currencies for transactional exposures totaling $237 million and translation exposures totaling $574 million as of March 31, 2011 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% movement of all applicable foreign currency exchange rates on the transactional exposures financial market risk sensitive instruments could affect net income by $15 million and the transactional exposures financial market risk sensitive instruments could affect the future fair value by $57 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. In the event that the counterparties fail to meet the terms of a foreign currency contract, our exposure is limited to the foreign currency rate differential.

Interest Rate Risk

At March 31, 2011 our long term borrowings consisted of $200 million in 7.25% Senior Notes, $200 million in 5.65% Senior Notes, $150 million in 5.5% Senior Notes and $151 million in 6.125% Senior Notes. We occasionally have borrowings under our credit facility, and a portion of these borrowings 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 EURIBOR, or at the prime interest 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 EURIBOR 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.

Item 4. Controls and Procedures

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.

PART II — OTHER INFORMATION

Item 6. Exhibits

Reference is hereby made to the Exhibit Index commencing on page 27.

SIGNATURE

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.


Date: May 6, 2011		By: /s/ Clay C. Williams Clay C. Williams
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer, Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

(a) Exhibits


2.1		Amended and Restated Agreement and Plan of Merger, effective as of August 11, 2004 between National-Oilwell, Inc. and Varco International, Inc. (4)

2.2		Agreement and Plan of Merger, effective as of December 16, 2007, between National Oilwell Varco, Inc., NOV Sub, Inc., and Grant Prideco, Inc. (8)

3.1		Amended and Restated Certificate of Incorporation of National-Oilwell, Inc. (Exhibit 3.1) (1)

3.2		Amended and Restated By-laws of National Oilwell Varco, Inc. (Exhibit 3.1) (9)

10.1		Employment Agreement dated as of January 1, 2002 between Merrill A. Miller, Jr. and National Oilwell. (Exhibit 10.1) (2)

10.2		Employment Agreement dated as of January 1, 2002 between Dwight W. Rettig and National Oilwell, with similar agreement with Mark A. Reese. (Exhibit 10.2) (2)

10.3		Form of Amended and Restated Executive Agreement of Clay C. Williams. (Exhibit 10.12) (3)

10.4		National Oilwell Varco Long-Term Incentive Plan. (5)*

10.5		Form of Employee Stock Option Agreement. (Exhibit 10.1) (6)

10.6		Form of Non-Employee Director Stock Option Agreement. (Exhibit 10.2) (6)

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

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

10.9		Five-Year Credit Agreement, dated as of April 21, 2008, among National Oilwell Varco, Inc., the financial institutions signatory thereto, including Wells Fargo Bank, N.A., in their capacities as Administrative Agent, Co-Lead Arranger and Joint Book Runner, DnB Nor Bank ASA, as Co-Lead Arranger and Joint Book Runner, and Fortis Capital Corp., The Bank of Nova Scotia and The Bank of Tokyo — Mitsubishi UFJ, Ltd., as Co-Documentation Agents. (Exhibit 10.1) (10)

10.10		First Amendment to Employment Agreement dated as of December 22, 2008 between Merrill A. Miller, Jr. and National Oilwell Varco. (Exhibit 10.1) (11)

10.11		Second Amendment to Executive Agreement, dated as of December 22, 2008 of Clay Williams and National Oilwell Varco. (Exhibit 10.2) (11)

10.12		First Amendment to Employment Agreement dated as of December 22, 2008 between Mark A. Reese and National Oilwell Varco. (Exhibit 10.3) (11)

10.13		First Amendment to Employment Agreement dated as of December 22, 2008 between Dwight W. Rettig and National Oilwell Varco. (Exhibit 10.4) (11)

10.14		Employment Agreement dated as of December 22, 2008 between Robert W. Blanchard and National Oilwell Varco. (Exhibit 10.5) (11)

10.15		First Amendment to National Oilwell Varco Long-Term Incentive Plan. (12)*

10.16		Second Amendment to Employment Agreement dated as of December 31, 2009 between Merrill A. Miller, Jr. and National Oilwell Varco. (Exhibit 10.1) (13)

10.17		Third Amendment to Executive Agreement, dated as of December 31, 2009, of Clay Williams and National Oilwell Varco. (Exhibit 10.2) (13)

10.18		Second Amendment to Employment Agreement dated as of December 31, 2009 between Mark A. Reese and National Oilwell Varco. (Exhibit 10.3) (13)


10.19		Second Amendment to Employment Agreement dated as of December 31, 2009 between Dwight W. Rettig and National Oilwell Varco. (Exhibit 10.4) (13)

10.20		First Amendment to Employment Agreement dated as of December 31, 2009 between Robert W. Blanchard and National Oilwell Varco. (Exhibit 10.5) (13)

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

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

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

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

101		The following materials from our Quarterly Report on Form 10-Q for the period ended March 31, 2011 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to the Consolidated Financial Statements, tagged as block text. (14)


*		Compensatory plan or arrangement for management or others.

(1)		Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on August 11, 2000.

(2)		Filed as an Exhibit to our Annual Report on Form 10-K filed on March 28, 2002.

(3)		Filed as an Exhibit to Varco International, Inc.’s Quarterly Report on Form 10-Q filed on May 6, 2004.

(4)		Filed as Annex A to our Registration Statement on Form S-4 filed on September 16, 2004.

(5)		Filed as Annex D to our Amendment No. 1 to Registration Statement on Form S-4 filed on January 31, 2005.

(6)		Filed as an Exhibit to our Current Report on Form 8-K filed on February 23, 2006.

(7)		Filed as an Exhibit to our Current Report on Form 8-K filed on March 27, 2007.

(8)		Filed as Annex A to our Registration Statement on Form S-4 filed on January 28, 2008.

(9)		Filed as an Exhibit to our Current Report on Form 8-K filed on February 21, 2008.

(10)		Filed as an Exhibit to our Current Report on Form 8-K filed on April 22, 2008.

(11)		Filed as an Exhibit to our Current Report on Form 8-K filed on December 23, 2008.

(12)		Filed as Appendix I to our Proxy Statement filed on April 1, 2009.

(13)		Filed as an Exhibit to our Current Report on Form 8-K filed on January 5, 2010.

(14)		As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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.

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