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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
     
þ   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required, effective October 7, 1996)
For the fiscal year ended December 31, 2007
Or
     
o   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required)
For the transition period from                      to                     
Commission file number 1-12317
     A. Full title of the plan and the address of the plan, if different from that of the issuer named below
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
     B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office
National Oilwell Varco, Inc.
7909 Parkwood Circle Dr.
Houston, Texas 77036
 
 

 


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REQUIRED INFORMATION
The National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (the Plan) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Item 4. In lieu of the requirements of Items 1, 2, and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and the Report of Independent Registered Public Accounting Firm thereon are being filed in this Report:
  (a)   Report of Independent Registered Public Accounting Firm
 
  (b)   Statements of Net Assets Available for Benefits — December 31, 2007 and 2006
 
  (c)   Statement of Changes in Net Assets Available for Benefits — Year ended December 31, 2007; and
 
  (d)   Notes to Financial Statements
The Consent of Independent Registered Public Accounting Firm to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-46459) pertaining to the Plan is being filed as Exhibit 23.1 to this Report.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Financial Statements and Supplemental Schedules
December 31, 2007 and 2006, and Year Ended December 31, 2007
Contents
         
    4  
 
       
Audited Financial Statements
       
 
       
    5  
 
       
    6  
 
       
    7  
 
       
Supplemental Schedules
       
 
       
    14  
 
       
    15  
 
       
    16  
 
       
    17  
 
       
Exhibit 23.1 — Consent of Independent Registered Public Accounting Firm
       
 Consent of Independent Registered Public Accounting Firm

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Report of Independent Registered Public Accounting Firm
The Benefit Plan Administrative Committee
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2007, and delinquent participant contributions for the year ended December 31, 2007, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
         
     
  /s/ Ernst & Young LLP    
Houston, Texas
June 25, 2008

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31
    2007   2006
     
Assets
               
Cash
  $ 6,774     $ 681,058  
Receivables:
               
Employer contributions
    1,335,010       1,057,323  
Employee contributions
    1,287,686       1,030,815  
Sales not yet settled
    1,026,763       759,337  
     
Total receivables
    3,649,459       2,847,475  
Investments, at fair value
    547,335,912       449,662,046  
     
Total assets
    550,992,145       453,190,579  
 
               
Liabilities
               
Purchases not yet settled
    399,914       1,807,665  
     
Total liabilities
    399,914       1,807,665  
     
Net assets available for benefits, at fair value
    550,592,231       451,382,914  
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    1,017,505       2,157,277  
     
Net assets available for benefits
  $ 551,609,736     $ 453,540,191  
     
See accompanying notes.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
         
Additions:
       
Employer contributions
  $ 31,917,046  
Participant contributions
    32,543,148  
Participant rollovers
    5,512,680  
Investment income
    22,218,557  
Net appreciation in fair value of investments
    40,564,271  
 
     
Total additions
    132,755,702  
 
       
Deductions:
       
Benefits paid to participants
    36,823,165  
Corrective distributions
    15,441  
Administrative expenses
    1,355,917  
 
     
Total deductions
    38,194,523  
 
       
Transfer from qualified plan
    3,508,366  
 
     
Net increase
    98,069,545  
 
       
Net assets available for benefits at:
       
Beginning of year
    453,540,191  
 
     
End of year
  $ 551,609,736  
 
     
See accompanying notes.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements
December 31, 2007
1. Description of Plan
The following description of the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (the Plan) is provided for general information only. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions, a copy of which is available from National Oilwell Varco, L.P. (the Company). The Company is a wholly owned subsidiary of National Oilwell Varco, Inc.
Effective as of July 1, 2007, the NQL (US), Inc. 401(k) Plan merged into the Plan in connection with the Company’s acquisition of NQL.
General
The Plan was established effective April 1, 1987, for the benefit of the employees of the Company. The Plan is a defined contribution plan covering substantially all domestic employees who have completed one hour of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may make both pretax and after-tax contributions to the Plan. The Plan allows pretax salary deferral contributions of 1% to 100% (less any after-tax contributions, required withholdings, or other elected deductions) of compensation, subject to certain Internal Revenue Service (IRS) limitations. After-tax contributions may be made at 1% to 18% of compensation. However, combined pretax and after-tax contributions, required withholdings, and other elected deductions cannot exceed 100% of compensation. The Company matches 100% of the first 4% of each participant’s contribution. The Company may also make a discretionary contribution (the Employer Retirement Contribution) to the Plan. The amount of the Employer Retirement Contribution is determined based upon participants’ eligible salary and years of service. For the year ended December 31, 2007, the Company contributed $17,449,643 of Employer Retirement Contributions. Participants must have completed one year of service in order to receive Company matching and Employer Retirement Contributions. Each participant may direct the trustee to invest both the participant’s and the Company’s contributions in one or more of the investment options offered by the Plan.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vesting
Participants are immediately vested in participant and employer contributions and the related earnings that have been credited to their accounts.
Benefit Payments
The Plan pays lump-sum benefits on retirement, disability, death, or termination of employment. In-service withdrawals, subject to certain rules and restrictions, may also be made from certain account balances.
Participant Loans
The Plan includes a loan provision that permits participants to borrow a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the total value of their Plan assets. The loans are payable in principal installments, plus interest, at prime plus 1% through payroll deductions and are due in one- to five-year terms, unless the loan is used to acquire a principal residence, in which case the loan term cannot exceed ten years.
Administrative Expenses
Certain administrative expenses are paid from the Plan’s assets. All other Plan expenses are paid by the Company.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. Participants are 100% vested in their accounts in any event. Assets would be distributed to participants as prescribed by ERISA.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. Benefit payments to participants are recorded upon distribution.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, and requires additional disclosures about the use of fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the impact of SFAS No. 157.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the reported amounts in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Short-term investments and participant loans are stated at cost, which approximates fair value. Investments in common stocks and mutual funds are stated at fair value, based on quotations obtained from national securities exchanges. Investments in common collective trust funds include the Union Bond & Trust Company Stable Value Fund and the Wachovia Bank Enhanced Stock Market Fund. The Wachovia Bank Enhanced Stock Market Fund is recorded at net-asset value on the valuation date as determined by the issuer based on the fair value of the underlying investments. Management has determined that the net asset value represents the Plan’s fair value.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
The Union Bond & Trust Company Stable Value Fund (the Stable Value Fund) invests in fully benefit-responsive investment contracts (as defined in the FSP previously discussed), including primarily guaranteed and synthetic investment contracts issued by banks, insurance companies, and other issuers. The Stable Value Fund is recorded at fair value. As required by the aforementioned FSP, an adjustment is made to reflect the investments at contract value, which represents principal plus accrued income. The fair value of the guaranteed investment contracts is generally determined by discounting the scheduled future payments required under the contract. The fair value of wrap contracts reflects the discounted present value of the difference between the current wrap contract cost and its replacement cost, based on issue quotes. For investments underlying synthetic investment contracts, fair value generally is reflected by market value at close of business on the valuation date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Risks and Uncertainties
The Plan provides for investments in various securities which, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments
Individual investments that represent 5% or more of the Plan’s net assets at either December 31, 2007 or 2006, are as follows:
                 
    December 31
    2007   2006
     
Union Bond & Trust Company Stable Value Fund (stated at contract value)
  $ 130,315,605     $ 114,051,311  
National Oilwell Varco, Inc., common stock
    74,063,180       30,382,539  
Growth Fund of America
    64,481,750       11,811,637  
The Oakmark International Fund
    59,111,120       11,896,792  
PIMCO Total Return Portfolio Fund
    50,613,823       21,877,925  
Davis New York Venture Fund
    46,389,841       11,089,341  
Van Kampen Growth & Income Fund
    38,321,723       14,813,847  
Vanguard Mid Cap Index Fund
    37,693,170        
Alger LargeCap Growth Institutional Portfolio Fund
          30,139,506  
Wachovia Bank Enhanced Stock Market Fund
          23,475,840  
During 2007, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
         
Common stock
  $ 38,730,021  
Common collective trust funds
    5,136,401  
Mutual funds
    (3,302,151 )
 
     
Net appreciation
  $ 40,564,271  
 
     
4. Related-Party Transactions
Certain investments of the Plan are managed by Wachovia Bank. Wachovia Bank is the trustee of the Plan, and therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are invested in the Company’s common stock. Because the Company is the plan sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
5. Income Tax Status
The Plan has received a determination letter from the IRS dated September 8, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the IRC) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan sponsor believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan as amended and restated is qualified and the related trust is tax-exempt.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 and 2006, to the Form 5500:
                 
    2007   2006
     
Net assets available for benefits per the financial statements
  $ 551,609,736     $ 453,540,191  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (1,017,505 )     (2,157,277 )
     
Net assets available for benefits per the Form 5500
  $ 550,592,231     $ 451,382,914  
     
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the year ended December 31, 2007, to the Form 5500:
         
Net increase in net assets available for benefits per the financial statements
  $ 98,069,545  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2007
    (1,017,505 )
Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2006
    2,157,277  
 
     
Net increase in net assets available for benefits per Form 5500
  $ 99,209,317  
 
     

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
6. Reconciliation of Financial Statements to Form 5500 (continued)
As fully described in Note 2, the FSP requires that fully benefit-responsive investment contracts be valued at contract value on the statements of net assets available for benefits, whereas the Form 5500 requires all investments to be valued at fair value.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Schedule H, Line 4(a) — Schedule of Delinquent Participant Contributions
EIN: 76-0488987 PN: 001
Year Ended December 31, 2007
         
Participant Contributions   Total That Constitute Nonexempt
Transferred Late to Plan   Prohibited Transactions
 
$6,439*
  $ 6,439 *
 
*   Lost earnings were remitted to the Plan on December 17, 2007.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Schedule H, Line 4(i) — Schedule of Assets (Held At End of Year)
December 31, 2007
EIN: 76-0488987 PN: 001
                 
Identity of Issue,              
Borrower,           Current  
Lessor, or Similar Party   Description of Investment     Value  
 
 
               
*National Oilwell Varco, Inc.
  1,008,211 shares of common stock   $ 74,063,180  
Allianz Global Investors
  Allianz NFJ SmallCap Value Fund     16,355,432  
American Funds
  Growth Fund of America     64,481,750  
Davis Funds
  Davis New York Venture Fund     46,389,841  
Evergreen Investments
  Evergreen Money Market Fund     1,437,668  
Evergreen Investments
  Evergreen Institutional Money Market Fund     232,429  
Union Bond & Trust Company
  Union Bond & Trust Company Stable Value Fund     129,298,100  
Oakmark Funds
  The Oakmark International Fund     59,111,120  
PIMCO Funds
  PIMCO Total Return Portfolio Fund     50,613,823  
Van Kampen Funds
  Van Kampen Growth & Income Fund     38,321,723  
Vanguard
  Vanguard Small Cap Growth Index Fund     8,358,865  
Vanguard
  Vanguard Mid Cap Index Fund     37,693,170  
Vanguard
  Vanguard Inflation Fund     2,808,740  
Various
  Self-directed brokerage accounts     179,815  
*Participant loans
  Various maturities and interest rates ranging from 4.0% to 10.5%     17,990,256  
 
             
 
          $ 547,335,912  
 
             
 
*   Party-in-interest

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SIGNATURE
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  National Oilwell Varco, Inc. 401(k) and
Retirement Savings Plan

 
 
June 25, 2008  /s/ Daniel L. Molinaro    
Date   Daniel L. Molinaro   
  Member of the National Oilwell
Varco Benefits Plan Administrative Committee 
 

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EXHIBIT INDEX
     
Exhibit    
Number   Description
23.1
  Consent of Independent Registered Public Accounting Firm

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