##### 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 JUNE 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
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 10000 Richmond Avenue
Houston, Texas
77042-4200
 
 (Address of principal executive offices)
 (713) 346-7500
 
 (Registrants telephone number, including area code)
  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 4. Submission of Matters to a Vote of Security HoldersItem 6. ExhibitsSIGNATUREINDEX TO EXHIBITSCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO 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)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,032.7
    
    
    $
    957.4Receivables, net
    
    
    1,886.2
    
    
    
    1,614.6Inventories, net
    
    
    2,243.2
    
    
    
    1,828.8Costs in excess of billings
    
    
    440.4
    
    
    
    308.9Deferred income taxes
    
    
    115.7
    
    
    
    101.6Prepaid and other current assets
    
    
    231.1
    
    
    
    154.3Total current assets
    
    
    5,949.3
    
    
    
    4,965.6Property, plant and equipment, net
    
    
    1,133.4
    
    
    
    1,022.1Deferred income taxes
    
    
    40.3
    
    
    
    56.1Goodwill
    
    
    2,373.7
    
    
    
    2,244.7Intangibles, net
    
    
    785.3
    
    
    
    705.2Other assets
    
    
    28.3
    
    
    
    25.6Total assets
    
    $
    10,310.3
    
    
    $
    9,019.3LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    587.3
    
    
    $
    505.2Accrued liabilities
    
    
    1,576.6
    
    
    
    1,420.2Billings in excess of costs
    
    
    819.8
    
    
    
    564.4Current portion of long-term debt and short-term borrowings
    
    
    110.0
    
    
    
    5.6Accrued income taxes
    
    
    126.3
    
    
    
    169.8Total current liabilities
    
    
    3,220.0
    
    
    
    2,665.2Long-term debt
    
    
    740.7
    
    
    
    834.7Deferred income taxes
    
    
    424.2
    
    
    
    389.0Other liabilities
    
    
    71.7
    
    
    
    71.4Total liabilities
    
    
    4,456.6
    
    
    
    3,960.3Commitments and contingenciesMinority interest
    
    
    44.2
    
    
    
    35.5Stockholders equity:Common stock  par value $.01; 178,104,322 and 175,571,663 shares
issued and outstanding at June 30, 2007 and December 31, 2006
    
    
    1.8
    
    
    
    1.8Additional paid-in capital
    
    
    3,574.6
    
    
    
    3,461.7Accumulated other comprehensive income
    
    
    130.2
    
    
    
    46.1Retained earnings
    
    
    2,102.9
    
    
    
    1,513.9Total stockholders equity
    
    
    5,809.5
    
    
    
    5,023.5Total liabilities and stockholders equity
    
    $
    10,310.3
    
    
    $
    9,019.3
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NATIONAL OILWELL VARCO, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    2,384.9
    
    
    $
    1,657.4
    
    
    $
    4,550.6
    
    
    $
    3,169.2Cost of revenue
    
    
    1,701.1
    
    
    
    1,256.7
    
    
    
    3,251.8
    
    
    
    2,418.7Gross profit
    
    
    683.8
    
    
    
    400.7
    
    
    
    1,298.8
    
    
    
    750.5Selling, general, and administrative
    
    
    186.6
    
    
    
    154.1
    
    
    
    374.5
    
    
    
    298.2Integration costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.9Operating profit
    
    
    497.2
    
    
    
    246.6
    
    
    
    924.3
    
    
    
    444.4Interest and financial costs
    
    
    (13.1
    )
    
    
    (13.0
    )
    
    
    (25.4
    )
    
    
    (26.6
    )Interest income
    
    
    10.0
    
    
    
    3.3
    
    
    
    19.1
    
    
    
    5.0Other income (expense), net
    
    
    (0.8
    )
    
    
    (11.0
    )
    
    
    (3.7
    )
    
    
    (14.0
    )Income before income taxes and minority interest
    
    
    493.3
    
    
    
    225.9
    
    
    
    914.3
    
    
    
    408.8Provision for income taxes
    
    
    172.0
    
    
    
    76.3
    
    
    
    312.7
    
    
    
    137.6Income before minority interest
    
    
    321.3
    
    
    
    149.6
    
    
    
    601.6
    
    
    
    271.2Minority interest in income of consolidated
subsidiaries
    
    
    2.8
    
    
    
    1.7
    
    
    
    7.2
    
    
    
    3.0Net income
    
    $
    318.5
    
    
    $
    147.9
    
    
    $
    594.4
    
    
    $
    268.2Net income per share:Basic
    
    $
    1.80
    
    
    $
    0.84
    
    
    $
    3.37
    
    
    $
    1.53Diluted
    
    $
    1.79
    
    
    $
    0.84
    
    
    $
    3.36
    
    
    $
    1.52Weighted average shares outstanding:Basic
    
    
    177.2
    
    
    
    175.2
    
    
    
    176.6
    
    
    
    174.9Diluted
    
    
    178.2
    
    
    
    176.6
    
    
    
    177.2
    
    
    
    176.6
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NATIONAL OILWELL VARCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
 Six Months EndedJune 30,2007
    
    
    2006Cash flow from operating activities:Net income
    
    $
    594.4
    
    
    $
    268.2Adjustments to reconcile net income to net cash provided
(used) by operating activities:Depreciation and amortization
    
    
    99.2
    
    
    
    77.1Excess tax benefit from exercise of stock options
    
    
    (16.4
    )
    
    
    (10.4
    )Other
    
    
    18.0
    
    
    
    12.3Changes in assets and liabilities, net of acquisitions:Receivables
    
    
    (264.0
    )
    
    
    (128.7
    )Inventories
    
    
    (410.3
    )
    
    
    (338.1
    )Costs in excess of billings
    
    
    (131.5
    )
    
    
    (36.1
    )Prepaid and other current assets
    
    
    (76.8
    )
    
    
    (60.3
    )Accounts payable
    
    
    78.1
    
    
    
    221.3Billings in excess of costs
    
    
    255.4
    
    
    
    176.3Other assets/liabilities, net
    
    
    169.0
    
    
    
    183.8Net cash provided by operating activities
    
    
    315.1
    
    
    
    365.4Cash flow from investing activities:Purchases of property, plant and equipment
    
    
    (121.6
    )
    
    
    (82.7
    )Businesses acquisitions, net of cash acquired
    
    
    (237.4
    )
    
    
    (22.4
    )Other
    
    
    0.6
    
    
    
    0.1Net cash used by investing activities
    
    
    (358.4
    )
    
    
    (105.0
    )Cash flow from financing activities:Borrowing against lines of credit and other debt
    
    
    1.6
    
    
    
    29.3Payments against lines of credit and other debt
    
    
    (6.4
    )
    
    
    (31.3
    )Proceeds from stock options exercised
    
    
    75.3
    
    
    
    27.0Excess tax benefit from exercise of stock options
    
    
    16.4
    
    
    
    10.4Net cash provided by financing activities
    
    
    86.9
    
    
    
    35.4Effect of exchange rates on cash
    
    
    31.7
    
    
    
    10.5Increase in cash equivalents
    
    
    75.3
    
    
    
    306.3Cash and cash equivalents, beginning of period
    
    
    957.4
    
    
    
    209.4Cash and cash equivalents, end of period
    
    $
    1,032.7
    
    
    $
    515.7Supplemental disclosures of cash flow information:Cash payments during the period for:Interest
    
    $
    27.6
    
    
    $
    27.0Income taxes
    
    $
    353.0
    
    
    $
    116.8
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NATIONAL OILWELL VARCO, INC.
Notes to Consolidated Financial Statements (Unaudited)
 1. Basis of Presentation
    2. Inventories, net
  June 30,
    
    
    December 31,2007
    
    
    2006Raw materials and supplies
    
    $
    372.2
    
    
    $
    266.5Work in process
    
    
    750.7
    
    
    
    520.9Finished goods and purchased products
    
    
    1,120.3
    
    
    
    1,041.4Total
    
    $
    2,243.2
    
    
    $
    1,828.8
 3. Accrued Liabilities
  June 30,
    
    
    December 31,2007
    
    
    2006Compensation
    
    $
    142.6
    
    
    $
    160.0Customer prepayments
    
    
    556.3
    
    
    
    538.4Warranty
    
    
    73.7
    
    
    
    57.3Interest
    
    
    11.8
    
    
    
    11.9Taxes (non income)
    
    
    32.5
    
    
    
    34.1Insurance
    
    
    47.9
    
    
    
    39.1Accrued purchase orders
    
    
    471.5
    
    
    
    334.9Hedge commitments
    
    
    54.4
    
    
    
    33.0Other
    
    
    185.9
    
    
    
    211.5Total
    
    $
    1,576.6
    
    
    $
    1,420.2
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4. Costs and Estimated Earnings on Uncompleted Contracts
  June 30,
    
    
    December 31,2007
    
    
    2006Costs incurred on uncompleted contracts
    
    $
    2,104.0
    
    
    $
    1,924.0Estimated earnings
    
    
    678.6
    
    
    
    470.02,782.6
    
    
    
    2,394.0Less: Billings to date
    
    
    3,162.0
    
    
    
    2,649.5$
    (379.4
    )
    
    $
    (255.5
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    440.4
    
    
    $
    308.9Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (819.8
    )
    
    
    (564.4
    )$
    (379.4
    )
    
    $
    (255.5
    )
 5. Comprehensive Income
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
    
    $
    318.5
    
    
    $
    147.9
    
    
    $
    594.4
    
    
    $
    268.2Currency translation adjustments
    
    
    66.7
    
    
    
    47.5
    
    
    
    89.8
    
    
    
    56.8Other, net of tax
    
    
    3.3
    
    
    
    2.3
    
    
    
    (5.7
    )
    
    
    9.1Comprehensive income
    
    $
    388.5
    
    
    $
    197.7
    
    
    $
    678.5
    
    
    $
    334.1
 6. Business Segments
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Rig Technology
    
    $
    1,409.2
    
    
    $
    845.8
    
    
    $
    2,629.0
    
    
    $
    1,561.1Petroleum Services & Supplies
    
    
    746.1
    
    
    
    589.9
    
    
    
    1,437.9
    
    
    
    1,130.9Distribution Services
    
    
    344.8
    
    
    
    319.1
    
    
    
    696.7
    
    
    
    645.6Elimination
    
    
    (115.2
    )
    
    
    (97.4
    )
    
    
    (213.0
    )
    
    
    (168.4
    )Total Revenue
    
    $
    2,384.9
    
    
    $
    1,657.4
    
    
    $
    4,550.6
    
    
    $
    3,169.2Operating Profit:Rig Technology
    
    $
    340.8
    
    
    $
    134.1
    
    
    $
    609.6
    
    
    $
    227.8Petroleum Services & Supplies
    
    
    177.8
    
    
    
    127.0
    
    
    
    348.8
    
    
    
    242.1Distribution Services
    
    
    23.1
    
    
    
    20.2
    
    
    
    48.0
    
    
    
    40.6Unallocated expenses and
eliminations
    
    
    (44.5
    )
    
    
    (34.7
    )
    
    
    (82.1
    )
    
    
    (66.1
    )Total operating profit
    
    $
    497.2
    
    
    $
    246.6
    
    
    $
    924.3
    
    
    $
    444.4Operating profit %:Rig Technology
    
    
    24.2
    %
    
    
    15.9
    %
    
    
    23.2
    %
    
    
    14.6
    %Petroleum Services & Supplies
    
    
    23.8
    %
    
    
    21.5
    %
    
    
    24.3
    %
    
    
    21.4
    %Distribution Services
    
    
    6.7
    %
    
    
    6.3
    %
    
    
    6.9
    %
    
    
    6.3
    %Total Operating Profit %
    
    
    20.8
    %
    
    
    14.9
    %
    
    
    20.3
    %
    
    
    14.0
    %
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7. Debt
  June 30,
    
    
    December 31,2007
    
    
    2006$100.0 million Senior Notes, interest at 7.5% payable semiannually, principal due
on February 15, 2008
    
    $
    101.0
    
    
    $
    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
    
    
    213.5
    
    
    
    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
    
    
    34.8
    
    
    
    21.6Total debt
    
    
    850.7
    
    
    
    840.3Less current portion
    
    
    110.0
    
    
    
    5.6Long-term debt
    
    $
    740.7
    
    
    $
    834.7
 Senior Notes
  Revolver Facility
  Other
   8. Tax
  7




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




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10. Derivative Financial Instruments
       9




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11. Net Income Per Share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    318.5
    
    
    $
    147.9
    
    
    $
    594.4
    
    
    $
    268.2Denominator:Basicweighted average common shares outstanding
    
    
    177.2
    
    
    
    175.2
    
    
    
    176.6
    
    
    
    174.9Dilutive effect of employee stock options and
other unvested stock awards
    
    
    1.0
    
    
    
    1.4
    
    
    
    0.6
    
    
    
    1.7Diluted outstanding shares
    
    
    178.2
    
    
    
    176.6
    
    
    
    177.2
    
    
    
    176.6Basic earnings per share
    
    $
    1.80
    
    
    $
    0.84
    
    
    $
    3.37
    
    
    $
    1.53Diluted earnings per share
    
    $
    1.79
    
    
    $
    0.84
    
    
    $
    3.36
    
    
    $
    1.52
 12. 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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Segment Performance
  13




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Outlook
   14




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15




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Operating Environment Overview
  %
    
    
    %2Q07 v
    
    
    2Q07 v2Q07*
    
    
    2Q06*
    
    
    1Q07*
    
    
    2Q06
    
    
    1Q07Active Drilling Rigs:U.S.
    
    
    1,756
    
    
    
    1,633
    
    
    
    1,732
    
    
    
    7.5
    %
    
    
    1.4
    %Canada
    
    
    139
    
    
    
    282
    
    
    
    532
    
    
    
    (50.7
    %)
    
    
    (73.9
    %)International
    
    
    1,002
    
    
    
    913
    
    
    
    982
    
    
    
    9.7
    %
    
    
    2.0
    %Worldwide
    
    
    2,897
    
    
    
    2,828
    
    
    
    3,246
    
    
    
    2.4
    %
    
    
    (10.8
    %)Active Workover Rigs:U.S.
    
    
    1,526
    
    
    
    1,624
    
    
    
    1,485
    
    
    
    (6.0
    %)
    
    
    2.8
    %Canada
    
    
    386
    
    
    
    535
    
    
    
    753
    
    
    
    (27.9
    %)
    
    
    (48.7
    %)North America
    
    
    1,912
    
    
    
    2,159
    
    
    
    2,238
    
    
    
    (11.4
    %)
    
    
    (14.6
    %)West Texas Intermediate
Crude Prices (per barrel)
    
    $
    64.99
    
    
    $
    70.43
    
    
    $
    58.14
    
    
    
    (7.7
    %)
    
    
    11.8
    %Natural Gas Prices ($/mmbtu)
    
    $
    7.52
    
    
    $
    6.53
    
    
    $
    7.20
    
    
    
    15.2
    %
    
    
    4.4
    %
 
 *
    
    Averages for the quarters indicated. See sources below.  
  16




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Results of Operations
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Rig Technology
    
    $
    1,409.2
    
    
    $
    845.8
    
    
    $
    2,629.0
    
    
    $
    1,561.1Petroleum Services & Supplies
    
    
    746.1
    
    
    
    589.9
    
    
    
    1,437.9
    
    
    
    1,130.9Distribution Services
    
    
    344.8
    
    
    
    319.1
    
    
    
    696.7
    
    
    
    645.6Elimination
    
    
    (115.2
    )
    
    
    (97.4
    )
    
    
    (213.0
    )
    
    
    (168.4
    )Total Revenue
    
    $
    2,384.9
    
    
    $
    1,657.4
    
    
    $
    4,550.6
    
    
    $
    3,169.2Operating Profit:Rig Technology
    
    $
    340.8
    
    
    $
    134.1
    
    
    $
    609.6
    
    
    $
    227.8Petroleum Services & Supplies
    
    
    177.8
    
    
    
    127.0
    
    
    
    348.8
    
    
    
    242.1Distribution Services
    
    
    23.1
    
    
    
    20.2
    
    
    
    48.0
    
    
    
    40.6Unallocated expenses and
eliminations
    
    
    (44.5
    )
    
    
    (34.7
    )
    
    
    (82.1
    )
    
    
    (66.1
    )Total operating profit
    
    $
    497.2
    
    
    $
    246.6
    
    
    $
    924.3
    
    
    $
    444.4Operating profit %:Rig Technology
    
    
    24.2
    %
    
    
    15.9
    %
    
    
    23.2
    %
    
    
    14.6
    %Petroleum Services & Supplies
    
    
    23.8
    %
    
    
    21.5
    %
    
    
    24.3
    %
    
    
    21.4
    %Distribution Services
    
    
    6.7
    %
    
    
    6.3
    %
    
    
    6.9
    %
    
    
    6.3
    %Total Operating Profit %
    
    
    20.8
    %
    
    
    14.9
    %
    
    
    20.3
    %
    
    
    14.0
    %
 Rig Technology
 Three Months Ended June 30, 2007 and 2006.
  Six Months Ended June 30, 2007 and 2006.
  Petroleum Services & Supplies
 Three Months Ended June 30, 2007 and 2006.
  18




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##### Table of Contents



Six Months Ended June 30, 2007 and 2006.
  Distribution Services
 Three Months Ended June 30, 2007 and 2006.
  Six Months Ended June 30, 2007 and 2006.
 Unallocated expenses and eliminations
  Interest and financial costs
  Other income (expense), net
  Provision for income taxes
  19




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##### Table of Contents



Liquidity and Capital Resources
          20




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##### Table of Contents



Recently Issued Accounting Standards
   Forward-Looking Statements
  21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Currency Exchange Rates
      22




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##### Table of Contents



Hedge Classification
    
    Currency
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    TotalCash FlowUSD
    
    $
    147.0
    
    
    $
    72.3
    
    
    $
    
    
    
    $
    
    
    
    $
    219.3Fair ValueEUR
    
    
    95.0
    
    
    
    89.3
    
    
    
    9.9
    
    
    
    
    
    
    
    194.2GBP
    
    
    12.8
    
    
    
    7.8
    
    
    
    
    
    
    
    
    
    
    
    20.6KRW
    
    
    0.4
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    1.0SGD
    
    
    4.8
    
    
    
    3.6
    
    
    
    1.3
    
    
    
    
    
    
    
    9.7USD
    
    
    747.4
    
    
    
    530.2
    
    
    
    294.4
    
    
    
    1.6
    
    
    
    1,573.6860.4
    
    
    
    631.5
    
    
    
    305.6
    
    
    
    1.6
    
    
    
    1,799.1Balance SheetEUR
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.3GBP
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5SGD
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    0.6USD
    
    
    218.3
    
    
    
    2.8
    
    
    
    1.5
    
    
    
    
    
    
    
    222.6220.1
    
    
    
    3.4
    
    
    
    1.5
    
    
    
    
    
    
    
    225.0Total
    
    
    
    $
    1,227.5
    
    
    $
    707.2
    
    
    $
    307.1
    
    
    $
    1.6
    
    
    $
    2,243.4
   Interest Rate Risk
   23




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##### Table of Contents



Item 4. Controls and Procedures
   24




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##### Table of Contents



PART II    OTHER INFORMATION
 
 Item 4. Submission of Matters to a Vote of Security Holders
   
 Item 6. Exhibits
  
 SIGNATURE
  Date: August 2, 2007
    
    By:
    
    /s/ Clay C. WilliamsClay C. WilliamsSenior Vice President and Chief Financial Officer(Duly Authorized Officer, Principal Financial andAccounting Officer)
 25




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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 agreements with Kevin A. Neveu and 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.  26