##### Table of Contents



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 SEPTEMBER 30, 2007
 OR
 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)
 10000 Richmond Avenue, Houston, Texas 77042-4200
 (Former name, former address and fiscal year, if changed since last report
  þ o
  þ o o
 o þ




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TABLE OF CONTENTS  PART I    FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II    OTHER INFORMATIONItem 6. ExhibitsSIGNATUREINDEX TO EXHIBITSCertification Pursuant to Rule 13a-14(a)Certification Pursuant to Rule 13a-14(a)Certification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  
 PART I    FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 NATIONAL OILWELL VARCO, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,486.0
    
    
    $
    957.4Receivables, net
    
    
    2,154.2
    
    
    
    1,614.6Inventories, net
    
    
    2,252.1
    
    
    
    1,828.8Costs in excess of billings
    
    
    493.4
    
    
    
    308.9Deferred income taxes
    
    
    130.8
    
    
    
    101.6Prepaid and other current assets
    
    
    316.3
    
    
    
    154.3Total current assets
    
    
    6,832.8
    
    
    
    4,965.6Property, plant and equipment, net
    
    
    1,163.8
    
    
    
    1,022.1Deferred income taxes
    
    
    50.8
    
    
    
    56.1Goodwill
    
    
    2,448.5
    
    
    
    2,244.7Intangibles, net
    
    
    775.2
    
    
    
    705.2Other assets
    
    
    74.7
    
    
    
    25.6Total assets
    
    $
    11,345.8
    
    
    $
    9,019.3LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    605.9
    
    
    $
    505.2Accrued liabilities
    
    
    1,699.8
    
    
    
    1,420.2Billings in excess of costs
    
    
    1,102.9
    
    
    
    564.4Current portion of long-term debt and short-term borrowings
    
    
    108.4
    
    
    
    5.6Accrued income taxes
    
    
    127.9
    
    
    
    169.8Total current liabilities
    
    
    3,644.9
    
    
    
    2,665.2Long-term debt
    
    
    737.8
    
    
    
    834.7Deferred income taxes
    
    
    495.0
    
    
    
    389.0Other liabilities
    
    
    71.5
    
    
    
    71.4Total liabilities
    
    
    4,949.2
    
    
    
    3,960.3Commitments and contingenciesMinority interest
    
    
    49.7
    
    
    
    35.5Stockholders equity:Common stock  par value $.01; 356,600,598 and 351,143,326 shares
issued and outstanding at September 30, 2007 and December 31, 2006 (1)
    
    
    3.6
    
    
    
    3.5Additional paid-in capital (1)
    
    
    3,597.9
    
    
    
    3,460.0Accumulated other comprehensive income
    
    
    276.5
    
    
    
    46.1Retained earnings
    
    
    2,468.9
    
    
    
    1,513.9Total stockholders equity
    
    
    6,346.9
    
    
    
    5,023.5Total liabilities and stockholders equity
    
    $
    11,345.8
    
    
    $
    9,019.3
 
 (1)
    
    2006 restated to reflect a two-for-one stock split effected as a 100 percent stock dividend in
September 2007.  2




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NATIONAL OILWELL VARCO, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share data)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    2,579.5
    
    
    $
    1,777.9
    
    
    $
    7,130.1
    
    
    $
    4,947.1Cost of revenue
    
    
    1,839.2
    
    
    
    1,335.2
    
    
    
    5,091.0
    
    
    
    3,753.9Gross profit
    
    
    740.3
    
    
    
    442.7
    
    
    
    2,039.1
    
    
    
    1,193.2Selling, general, and administrative
    
    
    194.9
    
    
    
    157.2
    
    
    
    569.4
    
    
    
    455.4Integration costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.9Operating profit
    
    
    545.4
    
    
    
    285.5
    
    
    
    1,469.7
    
    
    
    729.9Interest and financial costs
    
    
    (11.5
    )
    
    
    (10.0
    )
    
    
    (36.9
    )
    
    
    (36.6
    )Interest income
    
    
    12.6
    
    
    
    4.7
    
    
    
    31.7
    
    
    
    9.7Other income (expense), net
    
    
    1.8
    
    
    
    (9.1
    )
    
    
    (1.9
    )
    
    
    (23.1
    )Income before income taxes and minority interest
    
    
    548.3
    
    
    
    271.1
    
    
    
    1,462.6
    
    
    
    679.9Provision for income taxes
    
    
    177.8
    
    
    
    90.8
    
    
    
    490.5
    
    
    
    228.4Income before minority interest
    
    
    370.5
    
    
    
    180.3
    
    
    
    972.1
    
    
    
    451.5Minority interest in income of consolidated subsidiaries
    
    
    4.5
    
    
    
    3.7
    
    
    
    11.7
    
    
    
    6.7Net income
    
    $
    366.0
    
    
    $
    176.6
    
    
    $
    960.4
    
    
    $
    444.8Net income per share (1):Basic
    
    $
    1.03
    
    
    $
    0.50
    
    
    $
    2.71
    
    
    $
    1.27Diluted
    
    $
    1.02
    
    
    $
    0.50
    
    
    $
    2.71
    
    
    $
    1.26Weighted average shares outstanding (1):Basic
    
    
    355.5
    
    
    
    350.8
    
    
    
    353.9
    
    
    
    350.1Diluted
    
    
    357.9
    
    
    
    353.7
    
    
    
    354.4
    
    
    
    353.4
 
 (1)
    
    All periods reflect a two-for-one stock split effected as a 100 percent dividend in September
2007.  3




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NATIONAL OILWELL VARCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
 Nine Months EndedSeptember 30,2007
    
    
    2006Cash flow from operating activities:Net income
    
    $
    960.4
    
    
    $
    444.8Adjustments to reconcile net income to net cash provided
(used) by operating activities:Depreciation and amortization
    
    
    155.6
    
    
    
    118.7Excess tax benefit from exercise of stock options
    
    
    (20.0
    )
    
    
    (11.5
    )Other
    
    
    61.6
    
    
    
    9.0Changes in assets and liabilities, net of acquisitions:Receivables
    
    
    (535.6
    )
    
    
    (255.5
    )Inventories
    
    
    (419.9
    )
    
    
    (514.1
    )Costs in excess of billings
    
    
    (184.5
    )
    
    
    (3.4
    )Prepaid and other current assets
    
    
    (161.8
    )
    
    
    (93.5
    )Accounts payable
    
    
    96.0
    
    
    
    300.0Billings in excess of costs
    
    
    538.4
    
    
    
    324.2Other assets/liabilities, net
    
    
    238.1
    
    
    
    376.0Net cash provided by operating activities
    
    
    728.3
    
    
    
    694.7Cash flow from investing activities:Purchases of property, plant and equipment
    
    
    (177.4
    )
    
    
    (138.6
    )Businesses acquisitions, net of cash acquired
    
    
    (287.4
    )
    
    
    (29.7
    )Other
    
    
    1.5
    
    
    
    0.1Net cash used by investing activities
    
    
    (463.3
    )
    
    
    (168.2
    )Cash flow from financing activities:Borrowing against lines of credit and other debt
    
    
    1.7
    
    
    
    32.4Payments against lines of credit and other debt
    
    
    (9.7
    )
    
    
    (33.7
    )Proceeds from stock options exercised
    
    
    104.9
    
    
    
    30.7Excess tax benefit from exercise of stock options
    
    
    20.0
    
    
    
    11.5Net cash provided by financing activities
    
    
    116.9
    
    
    
    40.9Effect of exchange rates on cash
    
    
    146.7
    
    
    
    9.9Increase in cash equivalents
    
    
    528.6
    
    
    
    577.3Cash and cash equivalents, beginning of period
    
    
    957.4
    
    
    
    209.4Cash and cash equivalents, end of period
    
    $
    1,486.0
    
    
    $
    786.7Supplemental disclosures of cash flow information:Cash payments during the period for:Interest
    
    $
    37.6
    
    
    $
    38.6Income taxes
    
    $
    509.9
    
    
    $
    198.9
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NATIONAL OILWELL VARCO, INC.
Notes to Consolidated Financial Statements (Unaudited)
 1. Basis of Presentation
    2. Inventories, net
  September 30,
    
    
    December 31,2007
    
    
    2006Raw materials and supplies
    
    $
    407.4
    
    
    $
    266.5Work in process
    
    
    684.8
    
    
    
    520.9Finished goods and purchased products
    
    
    1,159.9
    
    
    
    1,041.4Total
    
    $
    2,252.1
    
    
    $
    1,828.8
 3. Accrued Liabilities
  September 30,
    
    
    December 31,2007
    
    
    2006Compensation
    
    $
    188.1
    
    
    $
    160.0Customer prepayments
    
    
    620.5
    
    
    
    538.4Warranty
    
    
    87.7
    
    
    
    57.3Interest
    
    
    15.6
    
    
    
    11.9Taxes (non income)
    
    
    38.3
    
    
    
    34.1Insurance
    
    
    47.8
    
    
    
    39.1Accrued purchase orders
    
    
    352.4
    
    
    
    334.9Hedge commitments
    
    
    138.9
    
    
    
    33.0Other
    
    
    210.5
    
    
    
    211.5Total
    
    $
    1,699.8
    
    
    $
    1,420.2
 5




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4. Costs and Estimated Earnings on Uncompleted Contracts
  September 30,
    
    
    December 31,2007
    
    
    2006Costs incurred on uncompleted contracts
    
    $
    2,671.4
    
    
    $
    1,924.0Estimated earnings
    
    
    953.2
    
    
    
    470.03,624.6
    
    
    
    2,394.0Less: Billings to date
    
    
    4,234.1
    
    
    
    2,649.5$
    (609.5
    )
    
    $
    (255.5
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    493.4
    
    
    $
    308.9Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (1,102.9
    )
    
    
    (564.4
    )$
    (609.5
    )
    
    $
    (255.5
    )
 5. Comprehensive Income
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
    
    $
    366.0
    
    
    $
    176.6
    
    
    $
    960.4
    
    
    $
    444.8Currency translation adjustments (1)
    
    
    126.5
    
    
    
    0.1
    
    
    
    216.3
    
    
    
    56.9Other, net of tax
    
    
    19.8
    
    
    
    (2.5
    )
    
    
    14.1
    
    
    
    6.6Comprehensive income
    
    $
    512.3
    
    
    $
    174.2
    
    
    $
    1,190.8
    
    
    $
    508.3
 
 (1)
    
    The 2007 foreign currency translation gains relate primarily to the Companys operations in Norway
and Canada. 6. Business Segments
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Rig Technology
    
    $
    1,521.9
    
    
    $
    887.3
    
    
    $
    4,150.9
    
    
    $
    2,448.4Petroleum Services & Supplies
    
    
    805.5
    
    
    
    624.1
    
    
    
    2,243.4
    
    
    
    1,755.0Distribution Services
    
    
    361.3
    
    
    
    353.5
    
    
    
    1,058.0
    
    
    
    999.1Elimination
    
    
    (109.2
    )
    
    
    (87.0
    )
    
    
    (322.2
    )
    
    
    (255.4
    )Total Revenue
    
    $
    2,579.5
    
    
    $
    1,777.9
    
    
    $
    7,130.1
    
    
    $
    4,947.1Operating Profit:Rig Technology
    
    $
    373.5
    
    
    $
    155.2
    
    
    $
    983.1
    
    
    $
    383.0Petroleum Services & Supplies
    
    
    193.6
    
    
    
    139.9
    
    
    
    542.4
    
    
    
    382.0Distribution Services
    
    
    25.1
    
    
    
    25.0
    
    
    
    73.1
    
    
    
    65.6Unallocated expenses and eliminations
    
    
    (46.8
    )
    
    
    (34.6
    )
    
    
    (128.9
    )
    
    
    (100.7
    )Total operating profit
    
    $
    545.4
    
    
    $
    285.5
    
    
    $
    1,469.7
    
    
    $
    729.9
 6




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating profit %:Rig Technology
    
    
    24.5
    %
    
    
    17.5
    %
    
    
    23.7
    %
    
    
    15.6
    %Petroleum Services & Supplies
    
    
    24.0
    %
    
    
    22.4
    %
    
    
    24.2
    %
    
    
    21.8
    %Distribution Services
    
    
    6.9
    %
    
    
    7.1
    %
    
    
    6.9
    %
    
    
    6.6
    %Total Operating Profit %
    
    
    21.1
    %
    
    
    16.1
    %
    
    
    20.6
    %
    
    
    14.8
    %
 7. Debt
  September 30,
    
    
    December 31,2007
    
    
    2006$100.0 million Senior Notes, interest at 7.5% payable semiannually, principal due
on February 15, 2008
    
    $
    100.6
    
    
    $
    101.9$150.0 million Senior Notes, interest at 6.5% payable semiannually, principal due
on March 15, 2011
    
    
    150.0
    
    
    
    150.0$200.0 million Senior Notes, interest at 7.25% payable semiannually, principal due
on May 1, 2011
    
    
    212.6
    
    
    
    215.2$200.0 million Senior Notes, interest at 5.65% payable semiannually, principal due
on November 15, 2012
    
    
    200.0
    
    
    
    200.0$150.0 million Senior Notes, interest at 5.5% payable semiannually, principal due
on November 19, 2012
    
    
    151.4
    
    
    
    151.6Other
    
    
    31.6
    
    
    
    21.6Total debt
    
    
    846.2
    
    
    
    840.3Less current portion
    
    
    108.4
    
    
    
    5.6Long-term debt
    
    $
    737.8
    
    
    $
    834.7
 Senior Notes
  Revolver Facility
  Other
  7




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8. Tax
   Reduction in Retained Earnings (cumulative effect)
    
    $
    5.4Additional Goodwill
    
    
    4.5Increase in Liability
    
    $
    9.9
      9. Common Stock Split
  10. Stock-Based Compensation
  8




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11. Derivative Financial Instruments
     9




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12. Net Income Per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    366.0
    
    
    $
    176.6
    
    
    $
    960.4
    
    
    $
    444.8Denominator:Basicweighted average common shares outstanding
    
    
    355.5
    
    
    
    350.8
    
    
    
    353.9
    
    
    
    350.1Dilutive effect of employee stock options and
other unvested stock awards
    
    
    2.4
    
    
    
    2.9
    
    
    
    0.5
    
    
    
    3.3Diluted outstanding shares
    
    
    357.9
    
    
    
    353.7
    
    
    
    354.4
    
    
    
    353.4Basic earnings per share
    
    $
    1.03
    
    
    $
    0.50
    
    
    $
    2.71
    
    
    $
    1.27Diluted earnings per share
    
    $
    1.02
    
    
    $
    0.50
    
    
    $
    2.71
    
    
    $
    1.26
 13. Recently Issued Accounting Standards
   10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
  Rig Technology
  Petroleum Services & Supplies
  Distribution Services
  11




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Executive Summary
  Oil & Gas Equipment and Services Market
      12




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13




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Segment Performance
    Outlook
  14




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Operating Environment Overview
  %
    
    
    %3Q07 v
    
    
    3Q07 v3Q07*
    
    
    3Q06*
    
    
    2Q07*
    
    
    3Q06
    
    
    2Q07Active Drilling Rigs:U.S.
    
    
    1,788
    
    
    
    1,719
    
    
    
    1,756
    
    
    
    4.0
    %
    
    
    1.8
    %Canada
    
    
    348
    
    
    
    494
    
    
    
    139
    
    
    
    (29.6
    %)
    
    
    150.4
    %International
    
    
    1,020
    
    
    
    941
    
    
    
    1,002
    
    
    
    8.4
    %
    
    
    1.8
    %Worldwide
    
    
    3,156
    
    
    
    3,154
    
    
    
    2,897
    
    
    
    0.1
    %
    
    
    8.9
    %West Texas Intermediate
Crude Prices (per barrel)
    
    $
    75.32
    
    
    $
    70.42
    
    
    $
    64.99
    
    
    
    7.0
    %
    
    
    15.9
    %Natural Gas Prices ($/mmbtu)
    
    $
    6.17
    
    
    $
    6.06
    
    
    $
    7.52
    
    
    
    1.8
    %
    
    
    (18.0
    %)
 
 *
    
    Averages for the quarters indicated. See sources below. 15




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Results of Operations
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Rig Technology
    
    $
    1,521.9
    
    
    $
    887.3
    
    
    $
    4,150.9
    
    
    $
    2,448.4Petroleum Services & Supplies
    
    
    805.5
    
    
    
    624.1
    
    
    
    2,243.4
    
    
    
    1,755.0Distribution Services
    
    
    361.3
    
    
    
    353.5
    
    
    
    1,058.0
    
    
    
    999.1Elimination
    
    
    (109.2
    )
    
    
    (87.0
    )
    
    
    (322.2
    )
    
    
    (255.4
    )Total Revenue
    
    $
    2,579.5
    
    
    $
    1,777.9
    
    
    $
    7,130.1
    
    
    $
    4,947.1Operating Profit:Rig Technology
    
    $
    373.5
    
    
    $
    155.2
    
    
    $
    983.1
    
    
    $
    383.0Petroleum Services & Supplies
    
    
    193.6
    
    
    
    139.9
    
    
    
    542.4
    
    
    
    382.0Distribution Services
    
    
    25.1
    
    
    
    25.0
    
    
    
    73.1
    
    
    
    65.6Unallocated expenses and eliminations
    
    
    (46.8
    )
    
    
    (34.6
    )
    
    
    (128.9
    )
    
    
    (100.7
    )Total operating profit
    
    $
    545.4
    
    
    $
    285.5
    
    
    $
    1,469.7
    
    
    $
    729.9Operating profit %:Rig Technology
    
    
    24.5
    %
    
    
    17.5
    %
    
    
    23.7
    %
    
    
    15.6
    %Petroleum Services & Supplies
    
    
    24.0
    %
    
    
    22.4
    %
    
    
    24.2
    %
    
    
    21.8
    %Distribution Services
    
    
    6.9
    %
    
    
    7.1
    %
    
    
    6.9
    %
    
    
    6.6
    %Total Operating Profit %
    
    
    21.1
    %
    
    
    16.1
    %
    
    
    20.6
    %
    
    
    14.8
    %
 Rig Technology
 Three Months Ended September 30, 2007 and 2006.
  Nine Months Ended September 30, 2007 and 2006.
  Petroleum Services & Supplies
 Three Months Ended September 30, 2007 and 2006.
  17




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##### Table of Contents



Nine Months Ended September 30, 2007 and 2006.
  Distribution Services
 Three Months Ended September 30, 2007 and 2006.
  Nine Months Ended September 30, 2007 and 2006.
 Unallocated expenses and eliminations
  Interest and financial costs
  Other income (expense), net
  Provision for income taxes
  18




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##### Table of Contents



Liquidity and Capital Resources
         19




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##### Table of Contents



Recently Issued Accounting Standards
   Forward-Looking Statements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Currency Exchange Rates
   20




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##### Table of Contents



Hedge Classification
    
    Currency
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    TotalCash Flow
    
    USD
    
    $
    82.3
    
    
    $
    139.3
    
    
    $
    474.3
    
    
    $
    58.6
    
    
    $
    
    
    
    $
    754.5Fair Value
    
    EUR
    
    
    77.7
    
    
    
    118.8
    
    
    
    21.2
    
    
    
    
    
    
    
    
    
    
    
    217.7GBP
    
    
    8.8
    
    
    
    8.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.5KRW
    
    
    0.4
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0SGD
    
    
    2.3
    
    
    
    4.0
    
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    7.6USD
    
    
    471.9
    
    
    
    745.4
    
    
    
    349.7
    
    
    
    2.2
    
    
    
    1.4
    
    
    
    1,570.6561.1
    
    
    
    877.5
    
    
    
    372.2
    
    
    
    2.2
    
    
    
    1.4
    
    
    
    1,814.4Balance Sheet
    
    EUR
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5GBP
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5SGD
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.6USD
    
    
    336.8
    
    
    
    4.4
    
    
    
    1.5
    
    
    
    
    
    
    
    
    
    
    
    342.7337.8
    
    
    
    5.0
    
    
    
    1.5
    
    
    
    
    
    
    
    
    
    
    
    344.3Total
    
    
    
    $
    981.2
    
    
    $
    1,021.8
    
    
    $
    848.0
    
    
    $
    60.8
    
    
    $
    1.4
    
    
    $
    2,913.2
    21




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##### Table of Contents



Interest Rate Risk
   
 Item 4. Controls and Procedures
   22




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##### Table of Contents



PART II    OTHER INFORMATION
 
 Item 6. Exhibits
  
 SIGNATURE
  Date: November 5, 2007
    By:
    /s/ Clay C. WilliamsClay C. WilliamsSenior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial and Accounting Officer) 23




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##### Table of Contents



INDEX TO EXHIBITS
  2.1
    
    Amended and Restated Agreement and Plan of Merger, effective as of August 11, between National-Oilwell,
Inc. and Varco International, Inc. (4).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 3.2) (7).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 and Haynes Smith. (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) (8).10.6
    
    Form of Non-Employee Director Stock Option Agreement (Exhibit 10.2) (8).10.7
    
    Amended and Restated Credit Agreement, dated as of June 21, 2005, among National Oilwell Varco, Inc., the
financial institutions signatory thereto, including Wells Fargo Bank, National Association, in their
capacities as lenders thereunder, as US administrative agent for the lenders, as Lead Arranger and Sole
Book Runner, DnB NOR Bank ASA, as Norwegian Administrative Agent, DnB NOR Bank ASA and the Bank of Nova
Scotia as Co-Documentation Agents, and Comerica Bank and JPMorgan Chase Bank, N.A. as Co-Syndication
Agents. (Exhibit 10.1) (6).10.8
    
    Form of Performance-Based Restricted Stock (18 Month) Agreement (Exhibit 10.1) (9).10.9
    
    Form of Performance-Based Restricted Stock (36 Month) Agreement (Exhibit 10.2) (9).31.1
    
    Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended31.2
    
    Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended32.1
    
    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.
 
 *
    
    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 June 23, 2005.(7)
    
    Filed as an Exhibit to our Current Report on Form 8-K filed on November 18, 2005.(8)
    
    Filed as an Exhibit to our Current Report on Form 8-K filed on February 23, 2006.(9)
    
    Filed as an Exhibit to our Current Report on Form 8-K filed on March 27, 2007.  24