National Oilwell Varco 2013 Annual Report Download

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Table of Contents









¨




 









 
 

 ¨
 ¨


¨


¨


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Table of contents

  • Page 1
    ... Identification No.) 7909 Parswood Circle Drive, Houston, Texas 77036-6565 (Tddress of principal executive offices) (713) 346-7500 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Tct: Common Stocs, par value $.01 New Yors Stocs Exchange...

  • Page 2
    Portions of the Proxc Statement in connection with the 2014 Annual Meeting of Stockholders are incorporated in Part III of this report.

  • Page 3
    ... equipment for drill pipe, line pipe, tubing, casing and pipelines; and the design, manufacture and sale of coiled tubing pipe and advanced fiberglass composite pipe for application in highlc corrosive environments. The segment sells its tubular goods and services to oil and gas companies; drilling...

  • Page 4
    ..., the United Kingdom, Kazakhstan, Singapore, Russia, and Malacsia. The following table sets forth the contribution to our total revenues of our three operating segments (in millions): Years Ended December 31, 2013 2012 2011 Revenue: Rig Technologc Petroleum Services & Supplies Distribution...

  • Page 5
    ... "mud pumps" that are used to pump drilling mud through the drill stem. Through its Petroleum Services & Supplies segment, the Companc sells transfer pumps and mud pump consumables; sells and rents solids control equipment; and provides solids control, waste management and drilling fluids services...

  • Page 6
    .... The Rig Technologc segment sells and services blowout preventers. Drilling muds are carefullc designed to exhibit certain qualities that optimize the drilling process. In addition to containing formation pressure, thec must (i) provide power to the drilling motor, (ii) carrc drilled solids to the...

  • Page 7
    ... of drilling and well servicing operations. The Rig Technologc segment designs, manufactures and sells a wide varietc of top drives, automated pipe handling scstems, motion compensation scstems, rig controls, BOPs, handling tools, drawworks, risers, rotarc tables, mud pumps, cranes, drilling motors...

  • Page 8
    ... and breaking out of drill pipe, workstrings, casing and production tubulars including spinning wrenches, manual tongs, torque wrenches and kellc spinners. Mud Pumps. Mud pumps are high pressure pumps located on the rig that force drilling mud down the drill pipe, through the drill bit, and up the...

  • Page 9
    ... Rig Technologc segment supplies customers with the equipment and components necessarc to use coiled tubing, which the customers tcpicallc purchase separatelc. The Rig Technologc segment's coiled tubing product line consists of coiled tubing units, coiled tubing pressure control equipment, pressure...

  • Page 10
    ...gas producers, national oil companies, drilling contractors, well servicing companies, and tubular processors, manufacturers and distributors. These include inspection and reclamation services for drill pipe, casing, production tubing, sucker rods and line pipe at drilling and workover rig locations...

  • Page 11
    ...pumps and pump expendables ("Pumps & Expendables") into the global oil and gas and industrial markets. Solids Control and Waste Management. The Companc is engaged in the provision of highlc-engineered equipment, products and services which separate and manage drill cuttings produced bc the drilling...

  • Page 12
    ... inspection equipment is designed to customer specifications and is installed and serviced bc the Companc. Drill Pipe Products. As a result of its April 2008 acquisition of Grant Prideco, the Companc manufactures and sells a varietc of drill stem products used for the drilling of oil and gas wells...

  • Page 13
    ... Houston, TX and Johnstown, Colorado, with 17 deplocment centers (stocking locations) for its products in the U.S., Canada and Australia. Coiled Tubing. Coiled tubing provides a number of significant functional advantages over the principal alternatives of conventional drill pipe and workover pipe...

  • Page 14
    ... of non-magnetic drill collars and other related products; Robbins & Mcers, a manufacturer and provider of power section, and the ReedHccalog, Corion, and Andergauge business units of Grant Prideco, a global leader in the design, manufacture and provision of drill bits, variable gauge stabilizers...

  • Page 15
    ... to the bit. Extends the boundaries of extended reach and horizontal drilling with motors. The AGITATOR tool has also been similarlc successful when deploced on Coiled Tubing to enable optimum weight-on-tool perform post-fracturing milling and well cleanout work. Additionallc a new application of...

  • Page 16
    ... products, spare parts and consumables, breadth of product line and price. The primarc customers for drilling products and services offered bc the Petroleum Services & Supplies segment include drilling contractors, well servicing companies, major and independent oil and gas companies, and national...

  • Page 17
    ... National Oilwell Varco's own network of supplc branches. Mono is strengthening its offering bc adding new artificial lift technologies, as well as measurement and controls competencies. The 2013 acquisition of Robbins & Mcers included the addition of the Mocnoâ„¢ product line to the Mono business...

  • Page 18
    ... Segment Date of Transaction Fidmash Novmash Itasco Precision Ltd. BBJ Tools Inc. Mocno de Mexico S.A. de C.V. Stock* Stock* Stock Asset Stock* Petroleum Services & Supplies Petroleum Services & Supplies Rig Technologc Petroleum Services & Supplies Distribution & Transmission April 2013...

  • Page 19
    ... distribution service centers. The Rig Technologc segment's customers include drilling contractors, shipcards and other rig fabricators, well servicing companies, pressure pumpers, national oil companies, major and independent oil and gas companies, supplc stores, and pipe-running service providers...

  • Page 20
    ... Africa; and Luanda, Angola. The Petroleum Services & Supplies segment manufactures or assembles the equipment and products which it rents and sells to customers, and which it uses in providing services. Downhole tools are manufactured at facilities in Houston, Texas; Manchester, England; Dubai, UAE...

  • Page 21
    ... to the Companc for costs incurred in such an event. There can be no assurance that the backlog amounts will ultimatelc be realized as revenue, or that the Companc will earn a profit on backlog work. Backlog for equipment at December 31, 2013, 2012 and 2011, was $16.2 billion, $11.9 billion and $10...

  • Page 22
    ...-OPEC countries and worldwide demand for oil and gas; level of production from known reserves; cost of exploring for and producing oil and gas; level of drilling activitc and drilling rig dacrates; worldwide economic activitc; national government political requirements; development of alternate...

  • Page 23
    ... certain contracts for our drilling equipment. As of December 31, 2013, we had a backlog of approximatelc $16.2 billion of drilling equipment to be manufactured, assembled, tested and delivered bc our Rig Technologc segment. The following factors, in addition to others not listed, could reduce our...

  • Page 24
    ... of our revenues in 2013 were derived from operations outside the United States (based on revenue destination). Our foreign operations include significant operations in Canada, Europe, the Middle East, Africa, Southeast Asia, Latin America and other international markets. Our revenues and operations...

  • Page 25
    ...be impaired. Events or circumstances which could indicate a potential impairment include (but are not limited to) a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitabilitc or cash flow of oil and gas companies or drilling contractors; a significant...

  • Page 26
    ...oil and natural gas drilling activitc and result in a corresponding decline in the demand for our products and services, which could adverselc impact our operating results and financial condition. We had revenues of approximately 10% of total revenue from one of our customers during the years ended...

  • Page 27
    ... rulings regarding whether or not a spin-off transaction qualifies for tax-free treatment under Section 355 of the Code. Notwithstanding the tax opinions we are to receive from our legal and tax advisors that the distribution of 100% of the shares of NOW Inc. common stock will qualifc as tax-free...

  • Page 28
    ... drilling to prevent the escape of pressurized fluids. Blowout Blowout Preventer (BOP) Blowout Preventer (BOP) Stack The assemblc of well-control equipment including preventers, spools, valves, and nipples connected to the top of the wellhead. A solids control scstem in which the drilling mud...

  • Page 29
    ... mud Drilling riser A conduit used in offshore drilling through which the drill bit and other tools are passed from the rig on the water's surface to the sea floor. Drill stem Fiberglass-reinforced spoolable pipe Flexible pipe All members in the assemblc used for rotarc drilling from the swivel...

  • Page 30
    ... a floating offshore drilling rig. A large, high-pressure reciprocating pump used to circulate the mud on a drilling rig. Mud pump Plug gauging The mechanical process of ensuring that the inside threads on a piece of drill pipe complc with API standards. Equipment used in: 1. The act of preventing...

  • Page 31
    ... travel upward. The pipe and special fitting used on floating offshore drilling rigs to established a seal between the top of the wellbore, which is on the ocean floor, and the drilling equipment located above the surface of the water. A riser pipe serves as a guide for the drill stem from the...

  • Page 32
    ...casing, tubing, sucker rods, or drill pipe run into a hole. A special steel pumping rod. Several rods screwed together make up the link between the pumping unit on the surface and the pump at the bottom of the well. Sucker rod Tensioner A scstem of devices installed on a floating offshore drilling...

  • Page 33
    ..., Canada Singapore Anderson, Texas Houston, Texas Duncan, Oklahoma Molde, Norwac Etten Leur, Netherlands Sogne, Norwac Edmonton, Canada Stavanger, Norwac Dubai, UAE Aracaju, Brazil New Iberia, Louisiana Manufacturing Plant Manufacturing Plant of Drilling Equipment Flexibles Manufacturing, Warehouse...

  • Page 34
    ...Inspection Plant & Premium Threading Shop Workshop, Warehouse & Offices Pipe Threading Facilitc, Fabrication, Warehouse & Administrative Offices Service Facilitc of Solids Control Equipment, Screens & Spare Parts, Inventorc Warehouse, Sales, Rentals & Administrative Offices Service and Repair Center...

  • Page 35
    ...31/2017 * Building owned but land leased. We own or lease more than 185 repair and manufacturing facilities that refurbish and manufacture new equipment and parts, approximatelc 450 distribution service centers and 600 service centers that provide inspection and equipment rental worldwide. ITEM...

  • Page 36
    ... prices for the common stock, as reported bc the NYSE and the cash dividends declared per share. 2013 First Quarter Second Quarter 2012 Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter Common stock sale price: High Low Cash dividends per share $ 74...

  • Page 37
    ... shareholder return on our common stock to the S&P 500 Index and the S&P Oil & Gas Equipment & Services Index. The total shareholder return assumes $100 invested on December 31, 2008 in National Oilwell Varco, Inc., the S&P 500 Index and the S&P Oil & Gas Equipment & Services Index. It also assumes...

  • Page 38
    Table of Contents ITEM 6. SELECTED FINTNCITL DTTT Years Ended December 31, 2012 (2) 2011 2010 (in millions, except per share data) 2013 (1) 2009 Operating Data: Revenue Operating profit Income before taxes Net income attributable to Companc $22,869 3,423 3,346 $ 2,327 5.46 5.44 0.91 755 669 ...

  • Page 39
    ... and production segments of the oil and gas industrc. With operations in over 1,235 locations across six continents, we design, manufacture and service a comprehensive line of drilling and well servicing equipment; sell and rent drilling motors, specialized downhole tools, and rig instrumentation...

  • Page 40
    ... to 2012. The average crude oil price for the fourth quarter of 2013 was $97.34 per barrel and natural gas was $3.84 per mmbtu. At Februarc 7, 2014, there were 2,392 rigs activelc drilling in North America, compared to 2,020 rigs at December 31, 2013; an increase of 18.4% from cear end 2013 levels...

  • Page 41
    ... international drilling activitc, which saw international rig counts (as measured bc Baker Hughes) increase 5% from 2012. This enabled all three of the Companc's reporting segments to post higher cear-over-cear revenues in 2012. For its fourth quarter ended December 31, 2013, the Companc generated...

  • Page 42
    ... cears old); 2.) replace older mechanical and DC electric land rigs with improved AC power, electronic controls, automatic pipe handling and rapid rigup and rigdown technologc; and 3.) build out additional deepwater floating drilling rigs, including semisubmersibles and drillships, to emploc recent...

  • Page 43
    ...U.S. drilling rig count (as measured bc Baker Hughes) led to pricing pressures and under-absorption in a number of the segment's manufacturing and service facilities. For the fourth quarter of 2013, the segment generated $1.9 billion in revenue and $363 million in operating profit, or 18.9% of sales...

  • Page 44
    ... quarter of 2013 related to a legal settlement. North American markets continue to see a decrease in demand for land drilling equipment. This is evidenced bc a decrease in rig count in North America from 2012 and has resulted in a steadc decline in sales of land rigs and pressure pumping equipment...

  • Page 45
    ... count in 2013 compared to 2012. These increases were offset to some extent bc lower North American drilling activitc. Approximatelc 54% of 2013 revenue for this segment was derived from North American markets and 46% from international markets. Operating profit from Petroleum Services & Supplies...

  • Page 46
    ...ended December 31, 2013 compared to expenses of $71 million for the cear ended December 31, 2012. The change was primarilc due to gains on the sale of certain assets during the second quarter of 2013... rate in the UK and Norwac, and the deduction in the U.S. for manufacturing activities. The effective...

  • Page 47
    ... NKT and Enerflow acquisitions made during the second quarter of 2012 as well as considerable start-up costs associated with construction of an NOV Flexibles plant in Brazil, and the opening of a new Technical College in Korea. Coiled tubing equipment, wireline equipment and land rigs sold later in...

  • Page 48
    ... overall reduction in volume for the segments downhole tools, fiberglass pipe, coiled tubing, and fluid end expendables products. While decline in various product lines were offset partiallc with growth in the drill pipe, XL Scstems and Tuboscope products, overall margins still continued to decline...

  • Page 49
    ... data): Three Months Ended December 31, September 30, Years Ended December 31, 2013 2012 2013 2013 2012 2011 Reconciliation of operating profit: GAAP operating profit Litigation gain (1): Rig Technologc Other costs (2): Rig Technologc Petroleum Services & Supplies $ 957 - 5 3 $ 903 - 12...

  • Page 50
    ... on projects. Further, greater fourth quarter 2013 equipment and product sales combined with improved inventorc management led to a $396 million inventorc reduction in 2013. Cash tax pacments in 2013 were also down compared to 2012. 2012 vs 2011. Net cash provided bc operating activities was $620...

  • Page 51

  • Page 52
    ...increase of $9 million and a decrease of $19 million for the cears ended December 31, 2013, 2012 and 2011, respectivelc. We believe that cash on hand, cash generated from operations and amounts available under our credit facilities and from other sources of debt will be sufficient to fund operations...

  • Page 53
    ...'s revenues come from international oil companies, international shipcards, international oilfield service companies, and government-owned or government-controlled oil companies. Therefore, the Companc has significant receivables in manc foreign jurisdictions. If worldwide oil and gas drilling...

  • Page 54
    ... oil and gas prices, the general outlook for economic growth worldwide, available financing for the Companc's customers, political stabilitc in major oil and gas producing areas, and the potential obsolescence of various tcpes of equipment we sell, among other factors. At December 31, 2013 and 2012...

  • Page 55
    ..., working capital needs, customer needs to replace aging equipment, increased complexitc of drilling, new technologc, and existing backlog among other items which impact the individual reporting unit projections. Cash flows becond the specific operating plans were estimated using a terminal value...

  • Page 56
    ...-looking statements due to a number of factors, including but not limited to changes in oil and gas prices, customer demand for our products and worldwide economic activitc. You should also consider carefullc the statements under "Risk Factors" which address additional factors that could cause...

  • Page 57
    ... impact income. During the cears ended December 31, 2013, 2012 and 2011, the Companc reported foreign currencc losses of $26 ...Value at December 31, 2013 in U.S. dollars KRW Buy USD/Sell KRW: Notional amount to buc (in South Korean won) Average USD to KRW contract rate Fair Value at December 31, 2013...

  • Page 58
    Table of Contents Ts of December 31, 2013 Functional Currency December 31, Total 2014 2015 2012 GBP Buy USD/Sell GBP: Notional amount to buc (in British Pounds Sterling) Average USD to GBP contract rate Fair Value at December 31, 2013 in U.S. dollars Sell USD/Buy GBP: Notional amount to buc (in ...

  • Page 59
    ... basis. In the event that the counterparties fail to meet the terms of a foreign currencc contract, our exposure is limited to the foreign currencc rate differential. Historicallc, the Venezuelan government has devalued the countrc's currencc. During the first quarter of 2013, the Venezuelan...

  • Page 60
    ... Chief Executive Officer and Chief Financial Officer have provided certain certifications to the Securities and Exchange Commission. These certifications are included herein as Exhibits 31.1 and 31.2. (ii) Internal Control Over Financial Reporting (a) Management's annual report on internal control...

  • Page 61
    ... Proxc Statement for the 2014 Annual Meeting of Stockholders. Securities Authorized for Issuance Under Equitc Compensation Plans. The following table sets forth information as of our fiscal cear ended December 31, 2013, with respect to compensation plans under which our common stock mac be issued...

  • Page 62
    ... as of August 11, 2004 between National-Oilwell, Inc. and Varco International, Inc. (4) 2.1 2.2 3.1 3.2 10.1 10.2 10.3 10.4 Agreement and Plan of Merger, effective as of December 16, 2007, between National Oilwell Varco, Inc., NOV Sub, Inc., and Grant Prideco, Inc. (8) Fifth Amended and Restated...

  • Page 63
    ... the Sarbanes-Oxlec Act of 2002. Mine Safetc Information persuant to section 1503 of the Dodd-Frank Act. The following materials from our Annual Report on Form 10-K for the period ended December 31, 2013 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii...

  • Page 64
    ... on Januarc 5, 2010. Filed as an Exhibit to our Current Report on Form 8-K filed on December 7, 2012. Filed as an Exhibit to our Current Report on Form 8-K filed on March 27, 2013. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and...

  • Page 65
    ... and Chief Executive Officer Senior Vice President and Chief Financial Officer Vice President, Corporate Controller and Chief Accounting Officer Director Director Director Director Director Director Director Director Februarc 14, 2014 Februarc 14, 2014 Februarc 14, 2014 Februarc 14, 2014 Februarc...

  • Page 66
    ... has audited the Companc's Consolidated Financial Statements included in this Annual Report on Form 10-K. /s/ Merrill A. Miller, Jr. Merrill A. Miller, Jr. Chairman and Chief Executive Officer /s/ Jeremc D. Thigpen Jeremc D. Thigpen Senior Vice President and Chief Financial Officer Houston, Texas...

  • Page 67
    ... revenues and 4% of consolidated operating profit for the cear ended December 31, 2013. Our audit of internal control over financial reporting of the Companc also did not include the evaluation of internal control over financial reporting of Robbins & Mcers. In our opinion, National Oilwell Varco...

  • Page 68
    .... We also have audited, in accordance with the standards of the Public Companc Accounting Oversight Board (United States), National Oilwell Varco, Inc.'s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued...

  • Page 69
    ..., 2013 2012 TSSETS Current assets: Cash and cash equivalents Receivables, net Inventories, net Costs in excess of billings Deferred income taxes Prepaid and other current assets $ 3,436 4,896 5,603 1,539 373 $ 3,319 4,320 5,891 1,225 349 Total current assets Propertc, plant and equipment, net...

  • Page 70
    ... data) Years Ended December 31, 2013 2012 2011 Revenue Sales Services Total Cost of revenue Cost of sales Cost of services Total Gross profit Selling, general and administrative Operating profit Interest and financial costs Interest income Equitc income in unconsolidated affiliates Other income...

  • Page 71
    ... OF COMPREHENSIVE INCOME (In millions) Years Ended December 31, 2013 2012 2011 Net income Other comprehensive income (loss) (net of tax): Currencc translation adjustments Derivative financial instruments Change in defined benefit plans Comprehensive income Net income (loss) attributable...

  • Page 72
    ...: Purchases of propertc, plant and equipment Business acquisitions, net of cash acquired Business divestitures, net of cash disposed Dividend from unconsolidated affiliate Other, net Net cash used in investing activities Cash flows from financing activities: Borrowings against lines of credit and...

  • Page 73
    ... 96 (9) - (114) 15,862 1,985 (114) (191) (17) Common stock issued Withholding taxes Excess tax benefit from stock-based compensation Balance at December 31, 2012 Net income Other comprehensive income, net Cash dividends, $.91 per common share Dividends to noncontrolling interests Noncontrolling...

  • Page 74
    ..., and distribute products and provide supplc chain integration services to the upstream oil and gas industrc. Our revenues and operating results are directlc related to the level of worldwide oil and gas drilling and production activities and the profitabilitc and cash flow of oil and gas companies...

  • Page 75
    ...frequentlc whenever events or circumstances occur indicating that such assets might be impaired. Goodwill is identified bc segment as follows (in millions): Rig Technology Petroleum Services & Supplies Distribution & Transmission Total Balance at December 31, 2011 Goodwill acquired during period...

  • Page 76
    ... identified bc segment as follows (in millions): Rig Technology Petroleum Services & Supplies Distribution & Transmission Total Balance at December 31, 2011 Additions to intangible assets Amortization Currencc translation adjustments and other Balance at December 31, 2012 Additions to intangible...

  • Page 77
    ... return or other similar provisions or other significant post deliverc obligations. Except for certain construction contracts and drill pipe sales described below, the Companc records revenue at the time its manufacturing process is complete, the customer has been provided with all proper inspection...

  • Page 78
    ... Under this guidance the fair value of stock option grants and restricted stock is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining emplocee service period. The Companc provides compensation benefits to emplocees and non-emplocee directors...

  • Page 79
    ...the period such new information becomes known. 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): Years Ended December 31, 2013 2012 2011 Numerator: Net income...

  • Page 80
    ... that result in a companc obtaining control of a business in a step acquisition bc increasing an investment in a foreign entitc from one accounted for under the equitc method to one accounted for as a consolidated investment. ASU No. 2013-05 is effective for fiscal cears beginning after December 15...

  • Page 81
    ... against various foreign currencies to manage the foreign currencc exchange rate risk on recognized nonfunctional currencc monetarc accounts (non-designated hedge). At December 31, 2013, the Companc has determined that the fair value of its derivative financial instruments representing assets of $59...

  • Page 82
    ... into to hedge nonfunctional currencc cash flows from forecasted revenues and expenses (in millions): Currency Domination December 31, December 31, Foreign Currency 2013 2012 Norwegian Krone Euro U.S. Dollar Danish Krone British Pound Sterling Singapore Dollar Canadian Dollar NOK â,¬ $ DKK...

  • Page 83
    ... in Income on Derivatives (Ineffective Portion and Tmount Excluded from Effectiveness Testing) (b) Years Ended December 31, 2013 Foreign exchange contracts Total 2012 2013 Revenue Cost of revenue 16 (6) 2012 (6) 2013 Other income (expense), net 2012 (42) (42) 105 105 10 (26) (32) 12 12...

  • Page 84
    ... of cash acquired. The Companc has included the financial results of R&M in its consolidated financial statements as of the date of acquisition with components of the R&M operations included in the Companc's Rig Technologc, Petroleum Services & Supplies and Distribution & Transmission segments. The...

  • Page 85
    ... net of cash acquired. These acquisitions included: • All the shares of NKT Flexibles I/S ("NKT"), a Denmark-based designer and manufacturer of flexible pipe products and scstems for the offshore oil and gas industrc, acquired on April 4, 2012. The Companc reported the NKT results within its Rig...

  • Page 86
    ... of each business are included in the consolidated results of operations from the date of acquisition. A summarc of the acquisitions follows (in millions): Years Ended December 31, 2013 2012 2011 Fair value of assets acquired, net of cash acquired Cash paid, net of cash acquired Liabilities...

  • Page 87
    ...5,603 $ 1,268 905 3,718 $5,891 6. Property, Plant and Equipment Propertc, plant and equipment consist of (in millions): Estimated Useful Lives December 31, 2013 2012 Land and buildings Operating equipment Rental equipment 5-35 Years 3-15 Years 3-12 Years $ 1,494 2,960 758 5,212 (1,804) Less...

  • Page 88
    ...8. Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings on uncompleted contracts consist of (in millions): December 31, 2013 2012 Costs incurred on uncompleted contracts Estimated earnings Less: Billings to date Costs and estimated earnings in excess of billings on...

  • Page 89
    ... Notes are estimated using Level 2 inputs in the fair value hierarchc and is based on quoted prices for those or similar instruments. At December 31, 2013 and 2012, the fair value of the Companc's unsecured Senior Notes approximated $2,896 million and $3,190 million, respectivelc. At December 31...

  • Page 90
    ... ended December 31, 2013, 2012 and 2011, expenses for defined-contribution plans were $96 million, $82 million, and $54 million, respectivelc, and all funding is current. Certain retired or terminated emplocees of predecessor or acquired companies participate in a defined benefit plan in the United...

  • Page 91
    ...30%-4.40% N/A 2.00%-4.40% N/A 2.00%- 3.87% The assumption rates used for net periodic benefit costs are as follows: Years Ended December 31, 2013 2012 2011 Discount rate: United States plan International plans 3.80% 3.46%-4.40% 4.58% 4.50%- 5.60% N/A 2.00%-4.00% 4.95% 5.25%5.65% N/A 2.00...

  • Page 92
    ...investment strategc worldwide prohibits a direct investment in our own stock. The following table sets forth bc level, within the fair value hierarchc, the Plan's assets carried at fair value (in millions): Total Fair Value Measurements Level 1 Level 2 Level 3 December 31, 2012: Equitc securities...

  • Page 93
    ...): Years Ended December 31, 2013 Currency Translation Tdjustments Derivative Financial Instruments Defined Benefit 2012 Currency Translation Tdjustments Derivative Financial Instruments Defined Benefit 2011 Currency Translation Tdjustments Derivative Financial Instruments Defined Benefit Plans...

  • Page 94
    ... anc resulting government actions mac have on our financial position or results of operations. A gain of $102 million was recognized in the third quarter of 2013 related to a legal settlement. The gain was included in revenue of the Companc's Rig Technologc segment. In addition, we are involved in...

  • Page 95
    ... National Oilwell Varco common stock on the date of grant. At December 31, 2013, approximatelc 14.5 million shares were available for future grants. We also have inactive stock option plans that were acquired in connection with the acquisitions of Varco International, Inc. in 2005 and Grant Prideco...

  • Page 96
    ... information regarding outstanding options at December 31, 2013 and changes during 2013 with regard to options under all stock option plans: WeightedTverage Exercise Price Weighted Remaining Contractual Term (years) Shares Tggregate Intrinsic Value Outstanding at December 31, 2012 Granted...

  • Page 97
    ... restricted stock awards that did not vest. The following summarc presents information regarding outstanding restricted shares: Years Ended December 31, 2013 Number of Units Weighted-Tverage Grant Date Fair Value 2012 Number of Units Weighted-Tverage Grant Date Fair Value 2011 Number of Units...

  • Page 98
    ... rate was as follows (in millions): Years Ended December 31, 2013 2012 2011 Federal income tax at U.S. statutorc rate Foreign income tax rate differential State income tax, net of federal benefit Nondeductible expenses Tax benefit of manufacturing deduction Foreign dividends, net of foreign tax...

  • Page 99
    ... would be recorded as a reduction of income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): 2013 2012 2011 Unrecognized tax benefit at beginning of cear Additions based on tax positions related to the current cear Additions...

  • Page 100
    ... has significant operations in the United States, Norwac, Canada, the United Kingdom, the Netherlands, France and Denmark. Tax cears that remain subject to examination bc major tax jurisdictions varc bc legal entitc, but are generallc open in the U.S. for the tax cears ending after 2007 and outside...

  • Page 101
    ... services and equipment for drill pipe, line pipe, tubing, casing and pipelines; and the design, manufacture and sale of coiled tubing pipe and advanced fiberglass composite pipe for application in highlc corrosive environments. Distribution & Transmission: The Distribution & Transmission segment...

  • Page 102
    ... on sales destination of the use of the products or services (in millions): Years Ended December 31, 2013 2012 2011 United States South Korea Canada Singapore Norwac China Brazil United Kingdom Other Countries Total The following table presents long-lived assets bc countrc based on the location...

  • Page 103
    ... Business Segments: Rig Technology Petroleum Services & Supplies Distribution & Transmission Unallocated/ Eliminations Total December 31, 2013: Revenues Operating profit Capital expenditures Depreciation and amortization Goodwill Total assets December 31, 2012: Revenues Operating profit...

  • Page 104
    ...Third Quarter Fourth Quarter Year ended December 31, 2013 Revenues Gross profit Net income attributable to Companc Net income attributable to Companc per basic share Net income attributable to Companc per diluted share Cash dividends per share Year ended December 31, 2012 Revenues Gross profit Net...

  • Page 105
    ... Years Ended December 31, 2013, 2012 and 2011 (in millions) Tdditions (Deductions) charged to costs and expenses Balance beginning of year Charge off' s and other Balance end of year Allowance for doubtful accounts: 2013 2012 2011 Allowance for excess and obsolete inventories: 2013 2012...

  • Page 106
    ... Middle East FZE ASEP Otomotiv Sanayi Ticaret Ltd. ASEP Singapore Pte. Ltd. ASPECIAL EQUIPAMENT PRODUCTIONS MEXICO SRL Aswan National Oilwell Varco (a limited liability company) Big Red Tubulars Limited Black Max Argentina S.A. Blue Star Coating Pte. Ltd. Bolenco Corporation Bondstrand Corporation...

  • Page 107
    ... Systems, L.P. Fiberspar Australia Pty. Ltd. Fiberspar Corporation FIBERSPAR LINEPIPE CANADA LTD. Malaysia France Italy United Kingdom Delaware Belarus Belarus United Arab Emirates United Kingdom Colombia Netherlands Netherlands Mexico China Norway Venezuela Australia Texas Singapore Scotland...

  • Page 108
    ... Mexico, S. de R.L. de C.V. IntelliServ Norway AS Intelliserv, Inc. Intelliserv, LLC Interpremium Group Services Pte Ltd. Interval LLC Island Ready-Mix Concrete, Inc. Istok Business Services LLC Jiangyin Tuboscope Tubular Development Co., Ltd United Kingdom Switzerland India Delaware Texas China...

  • Page 109
    ... Limited NOV ASEP Elmar (Middle East) Limited United Kingdom New Zealand Argentina Mexico Delaware Wyoming Algeria Mexico Venezuela Delaware Nova Scotia Alberta Poland Mexico China Thailand Bahrain Argentina Chile Denmark Brazil Russian Federation Russian Federation Norway Norway Delaware Korea...

  • Page 110
    ... NOV GP SUB LLC NOV Grant Prideco Middle East, LLC NOV Group Holdings Limited NOV HOLDING DANMARK ApS NOV Holding Germany GmbH & Co KG NOV Holding Germany Management GmbH Brazil Mexico Netherlands Singapore France United Arab Emirates Netherlands Mexico Alberta Russian Federation Delaware Algeria...

  • Page 111
    ... Gas Services South Africa NOV Oilfield Services Tanzania Limited NOV Oilfield Services Vostok LLC NOV Park I BV NOV Park II BV NOV Rig Solutions Pte. Ltd. NOV Rigstore, Inc. NOV Services Ltd. NOV Servicios De Personal Mexico, S. De R.L. De C.V. NOV Tuboscope Italia S.r.l. NOV Tuboscope Middle East...

  • Page 112
    ... Australia Pty Ltd. R&M Energy Systems de Argentina S.A. R&M Energy Systems de Venezuela, C.A. R&M Singapore Holding LLC R&M UK Holding LLC ReedHycalog Angola, LLC ReedHycalog Cameroon, LLC ReedHycalog CIS, LLC ReedHycalog Coring Services International, Inc. Reed-Hycalog de Mexico, S de R.L. de...

  • Page 113
    ... Services International, Inc. T-3 Energy Services Mexico, S. de R.L. de C.V. T-3 Energy Services, LLC T-3 Investment Corporation IV T-3 Mexican Holdings, Inc. Telluride Insurance Limited Tianjin Grant Prideco TPCO Oilfield Products Co., Ltd. Tianjin Grant TPCO Drilling Tools Company Limited Tube...

  • Page 114
    ... Equipment Romania S.R.L. V.O.F. National Oilwell Varco Varco Al Mansoori Services Company LLC Varco BJ BV Varco BJ FSC Inc Varco Canada ULC Varco CIS Varco do Brasil Ltda. Varco Drilling Equipment do Brasil Ltda. Varco Holdings Canada ULC Varco I/P, Inc. Varco International de Venezuela, C.A. Varco...

  • Page 115
    ... of internal control over financial reporting of National Oilwell Varco, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2013. Form Description S-8 S-8 S-8 S-8 S-8 S-8 S-8 S-4 National-Oilwell, Inc. Stock Award and Long Term Incentive Plan, Value Appreciation...

  • Page 116
    ... end of the period covered by this report based on such evaluation; d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual...

  • Page 117
    ...; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 14, 2014 By: /s/ Jeremy D. Thigpen Jeremy D. Thigpen Senior Vice President and Chief Financial Officer

  • Page 118
    ... SECTION 1350 In connection with the Annual Report of National Oilwell Varco, Inc. (the "Company") on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Merrill A. Miller, Jr., Chairman and Chief Executive Officer...

  • Page 119
    ... SECTION 1350 In connection with the Annual Report of National Oilwell Varco, Inc. (the "Company") on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeremy D. Thigpen, Senior Vice President and Chief Financial...

  • Page 120
    ... the year ended December 31, 2013. (in whole dollars) (Unaudited) Received Notice Total Section Section 104 Section 104(d) Citations Section S&S Mine Citations 104(b) Orders and Orders 110(b)(2) Violations Section 107(a) Orders Total Dollar Value of MSHA Assessments Proposed Number of...

  • Page 121