e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required, effective October 7, 1996) |
For the fiscal year ended December 31, 2006
Or
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Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required) |
For the transition period from to
Commission file number 1-12317
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office
National Oilwell Varco, Inc.
10000 Richmond Avenue
6th Floor
Houston, Texas 77042-4200
REQUIRED INFORMATION
The National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (the Plan) is subject to the
requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Item 4. In lieu of the requirements of Items 1, 2, and 3 of this Form 11-K, the following financial
statements of the Plan, notes thereto, and the Report of Independent Registered Public Accounting
Firm thereon are being filed in this Report:
(a) Report of Independent Registered Public Accounting Firm
(b) Statements of Net Assets Available for Benefits — December 31, 2006 and 2005
(c) Statement of Changes in Net Assets Available for Benefits — Year ended December 31,
2006; and
(d) Notes to Financial Statements
The Consent of Independent Registered Public Accounting Firm to the incorporation by reference of
the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-46459)
pertaining to the Plan is being filed as Exhibit 23.1 to this Report.
2
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Financial Statements and Supplemental Schedule
December 31, 2006 and 2005, and Year Ended December 31, 2006
Contents
3
Report of Independent Registered Public Accounting Firm
The Benefit Plan Administrative Committee
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the National
Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly, National-Oilwell Retirement and
Thrift Plan) as of December 31, 2006 and 2005, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2006. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2006, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labor’s Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Houston, Texas
June 28, 2007
4
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Assets |
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Cash |
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$ |
681,058 |
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$ |
2,295,457 |
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Receivables: |
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Transfer from other qualified plan |
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— |
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669,838 |
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Employer contributions |
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1,057,323 |
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— |
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Employee contributions |
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1,030,815 |
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— |
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Income |
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— |
|
|
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2,428 |
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Sales not yet settled |
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759,337 |
|
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430,998 |
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Total receivables |
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2,847,475 |
|
|
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1,103,264 |
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Investments, at fair value |
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449,662,046 |
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387,491,941 |
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Total assets |
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453,190,579 |
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390,890,662 |
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Liabilities |
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Purchases not yet settled |
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1,807,665 |
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1,732,028 |
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Total liabilities |
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1,807,665 |
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1,732,028 |
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Net assets available for benefits, at fair value |
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451,382,914 |
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389,158,634 |
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Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts |
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2,157,277 |
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2,000,454 |
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Net assets available for benefits |
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$ |
453,540,191 |
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$ |
391,159,088 |
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See accompanying notes.
5
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
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Additions: |
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Employer contributions |
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$ |
26,852,403 |
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Participant contributions |
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26,863,357 |
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Participant rollovers |
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1,401,591 |
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Investment income |
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13,379,409 |
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Net appreciation in fair value of investments |
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26,958,500 |
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Total additions |
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95,455,260 |
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Deductions: |
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Benefits paid to participants |
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32,298,544 |
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Corrective distributions |
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40,393 |
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Administrative expenses |
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735,220 |
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Total deductions |
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33,074,157 |
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Net increase |
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62,381,103 |
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Net assets available for benefits at: |
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Beginning of year |
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391,159,088 |
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End of year |
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$ |
453,540,191 |
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See accompanying notes.
6
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements
December 31, 2006
1. Description of Plan
The following description of the National-Oilwell Retirement and Thrift Plan, which effective
January 1, 2006, was renamed the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
(the Plan), is provided for general information only. Participants should refer to the Summary Plan
Description for a more complete description of the Plan’s provisions, a copy of which is available
from National Oilwell Varco, L.P. (formerly, National-Oilwell, L.P.) (the Company). The Company is
a wholly owned subsidiary of National-Oilwell, Inc., which effective March 11, 2005, merged with
Varco International, Inc. (Varco), to form National Oilwell Varco, Inc. All employees who were
employed by Varco on March 11, 2005, received active service credit for their period of service
with Varco.
Effective as of the close of business on December 31, 2005, the Varco International, Inc. 401(k)
Plan (the Varco Plan) merged into the Plan. Each former Varco employee who was eligible for the
Varco Plan as of December 31, 2005, was eligible to participate in the Plan for purposes of Company
contributions effective January 1, 2006.
General
The Plan was established effective April 1, 1987, for the benefit of the employees of the Company.
The Plan is a defined contribution plan covering substantially all domestic employees who have
completed at least six months of service until January 1, 2006, when Plan eligibility was changed
from completion of six months of service to immediate participation for employees hired on or after
January 1, 2006. The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Contributions
Participants may make both pretax and after-tax contributions to the Plan. The Plan allows pretax
salary deferral contributions of 1% to 100% (less any after-tax contributions, required
withholdings, or other elected deductions) of compensation, subject to certain Internal Revenue
Service (IRS) limitations. After-tax contributions may be made at 1% to 18% of compensation.
However, combined pretax and after-tax contributions, required withholdings, and other elected
deductions cannot exceed 100% of compensation. Effective January 1, 2006, the Company matches 100%
of the first 4% of each participant’s contribution. Prior to January 1, 2006, the Company
matched 100% of the first 3% and 50% of the next 2% of each participant’s
7
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements (continued)
1. Description of Plan (continued)
contribution. The Company may also make a discretionary contribution to the Plan, the Employer
Retirement Contribution. The amount of the Employer Retirement Contribution is determined based
upon participants’ salary and years of service. For the year ended December 31, 2006, the Company
contributed $14,561,559 of Employer Retirement Contributions. Participants must have completed one
year of service in order to receive Company matching and Employer Retirement Contributions.
However, Varco employees who were eligible for the Varco Plan as of December 31, 2005, are not
required to complete the one year of service for the Company matching contribution. Each
participant may direct the trustee to invest both the participant’s and the Company’s contributions
in one or more of the investment options offered by the Plan.
Vesting
Participants are immediately vested in participant and employer contributions and the related
earnings that have been credited to their accounts.
Benefit Payments
The Plan pays lump-sum benefits on retirement, disability, death, or termination of employment.
In-service withdrawals, subject to certain rules and restrictions, may also be made from certain
account balances.
Participant Loans
The Plan includes a loan provision that permits participants to borrow a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of the total value of their Plan assets. The loans
are payable in principal installments plus interest at prime plus 1% through payroll deductions and
are due in one- to five-year terms, unless the loan is used to acquire a principal residence, in
which case the loan term cannot exceed ten years.
Administrative Expenses
Certain administrative expenses are paid from the Plan’s assets. All other Plan expenses are paid
by the Company.
8
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.
Participants are 100% vested in their accounts in any event. Assets would be distributed to
participants as prescribed by ERISA.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of
accounting in accordance with U.S. generally accepted accounting principles. Benefit payments to
participants are recorded upon distribution.
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting and disclosure
requirements for fully benefit-responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15,
2006, and are required to be applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying statements of net assets available for
benefits include fully benefit-responsive investment contracts recognized at fair value. AICPA
Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans, as amended, requires fully benefit-responsive
investment contracts to be reported at fair value in the Plan’s
Statements of Net Assets Available
for Benefits with a corresponding adjustment to reflect these investments at contract
9
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
value. The requirements of the FSP have been applied retroactively to the Statement of Net Assets
Available for Benefits as of December 31, 2005, presented for comparative purposes. Adoption of the
FSP had no effect on the Statement of Changes in Net Assets Available for Benefits.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the reported amounts in the financial
statements and accompanying notes and schedule. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Short-term investments and participant loans are stated at cost, which approximates fair value.
Investments in common stocks and mutual funds are stated at fair value, based on quotations
obtained from national securities exchanges. Investments in common collective trust funds include
the Union Bond & Trust Company Stable Value Fund (formerly, Gartmore Morley Stable Value Fund), the
Wachovia Bank Enhanced Stock Market Fund, and the Merrill Lynch Retirement Preservation Trust Fund.
The Wachovia Bank Enhanced Stock Market Fund is recorded at net asset value on the valuation date
as determined by the issuer based on the fair value of the underlying investments. Management has
determined that the net asset value represents the Plan’s fair value.
The Union Bond & Trust Company Stable Value Fund and the Merrill Lynch Retirement Preservation
Trust Fund (collectively, the Stable Value Funds) invest in fully benefit-responsive investment
contracts (as defined in the FSP previously discussed), including primarily guaranteed and
synthetic investment contracts issued by banks, insurance companies, and other issuers. The Stable
Value Funds are recorded at fair value. As required by the aforementioned FSP, an adjustment is
made to reflect the investments at contract value, which represents principal plus accrued income.
The fair value of the guaranteed investment contracts is generally determined by discounting the
scheduled future payments required under the contract. The fair value of wrap contracts reflects
the discounted present value of the difference between the current wrap contract cost and its
replacement cost, based on issue quotes. For investments underlying synthetic investment contracts,
fair value generally is reflected by market value at close of business on the valuation date.
10
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Risks and Uncertainties
The Plan provides for investments in various securities which, in general, are exposed to various
risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk
associated with certain investment securities, it is reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes could materially affect
the amounts reported in the statements of net assets available for benefits and participant account
balances.
3. Investments
Individual investments that represent 5% or more of the Plan’s net assets at either December 31,
2006 or 2005, are as follows:
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December 31 |
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2006 |
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2005 |
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National Oilwell Varco, Inc., common stock |
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$ |
30,382,539 |
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$ |
25,950,576 |
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Alger LargeCap Growth Institutional
Portfolio Fund |
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30,139,506 |
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31,454,845 |
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Wachovia Bank Enhanced Stock Market Fund |
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23,475,840 |
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18,288,306 |
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Union Bond & Trust Company Stable Value
Fund (stated at contract value) |
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114,051,311 |
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58,009,580 |
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Merrill Lynch Retirement Preservation
Trust Fund (stated at contract value) |
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— |
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47,275,589 |
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During 2006, the Plan’s investments (including investments bought, sold, and held during the year)
appreciated in value as follows:
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Common stocks |
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$ |
409,553 |
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Common collective trust funds |
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7,488,025 |
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Mutual funds |
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19,060,922 |
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Net appreciation |
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$ |
26,958,500 |
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4. Related-Party Transactions
Certain investments of the Plan are managed by Wachovia Bank. Wachovia Bank is the trustee of the
Plan, and therefore, these transactions qualify as party-in-interest
11
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements (continued)
transactions. Additionally, a
portion of the Plan’s assets are invested in the Company’s common stock. Because the Company is the
Plan Sponsor, transactions involving the Company’s common stock qualify as party-in-interest
transactions. All of these transactions are exempt from the prohibited transactions rules.
5. Income Tax Status
The Plan has received a determination letter from the IRS dated September 8, 2003, stating that the
Plan is qualified under Section 401(a) of the Internal Revenue Code (the IRC) and, therefore, the
related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was
amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The plan sponsor believes the Plan is being operated in compliance with
the applicable requirements of the IRC and, therefore, believes that the Plan as amended and
restated is qualified and the related trust is tax exempt.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2006, to the Form 5500:
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Net assets available for benefits per the financial statements |
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$ |
453,540,191 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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(2,157,277 |
) |
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Net assets available for benefits per the Form 5500 |
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$ |
451,382,914 |
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The following is a reconciliation of the net increase in net assets available for benefits per the
financial statements for the year ended December 31, 2006, to the Form 5500:
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Net increase in net assets available for benefits per the
financial statements |
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$ |
62,381,103 |
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Less: Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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(2,157,277 |
) |
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Net increase in net assets available for benefits per Form 5500 |
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$ |
60,223,826 |
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12
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Notes to Financial Statements (continued)
6. Reconciliation of Financial Statements to Form 5500 (continued)
As fully described in Note 2, the FSP requires that fully benefit-responsive investment contracts
be valued at contract value on the statements of net assets available for benefits, whereas the
Form 5500 requires all investments to be valued at fair value. The fully benefit-responsive
investment contracts were recorded at contract value in the Plan’s 2005 Form 5500, which will not
be amended to reflect fair value.
13
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (formerly,
National-Oilwell Retirement and Thrift Plan)
Schedule H, Line 4(i) — Schedule of Assets (Held At End of Year)
December 31, 2006
EIN: 76-0488987 PN: 001
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| Identity of Issue, |
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| Borrower, |
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Current |
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| Lessor, or Similar Party |
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Description of Investment |
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Value |
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*National Oilwell Varco, Inc. |
|
496,609 shares of common stock |
|
$ |
30,382,539 |
|
Alger Retirement Group |
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Alger LargeCap Growth Institutional Portfolio Fund |
|
|
30,139,506 |
|
Alger Retirement Group |
|
Alger MidCap Growth Institutional Portfolio Fund |
|
|
10,671,683 |
|
Allianz Global Investors |
|
Allianz NFJ SmallCap Value Fund |
|
|
6,878,584 |
|
American Funds |
|
Growth Fund of America |
|
|
11,811,637 |
|
Blackrock |
|
Blackrock Basic Value Fund |
|
|
11,333,801 |
|
Blackrock |
|
Blackrock Focus Value Fund |
|
|
640,637 |
|
Blackrock |
|
Blackrock Global Allocation Fund |
|
|
13,500,752 |
|
Blackrock |
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Blackrock International Value Fund |
|
|
10,983,595 |
|
Blackrock |
|
Blackrock US Government Fund |
|
|
8,307,109 |
|
Davis Funds |
|
Davis New York Venture Fund |
|
|
11,089,341 |
|
Dreyfus Funds |
|
Dreyfus Midcap Index Fund |
|
|
12,485,696 |
|
Dreyfus Funds |
|
Dreyfus Small Cap Stock Index Fund |
|
|
3,413,888 |
|
Evergreen Investments |
|
Evergreen Money Market Fund |
|
|
1,799,654 |
|
Union Bond & Trust Company |
|
Union Bond & Trust Company Stable Value Fund |
|
|
111,894,034 |
|
Lord Abbett Family of Funds |
|
Lord Abbett MidCap Value Fund |
|
|
6,054,154 |
|
Managers Funds |
|
The Managers Special Equity Fund |
|
|
3,049,796 |
|
Oakmark Funds |
|
The Oakmark International Fund |
|
|
11,896,792 |
|
PIMCO Funds |
|
PIMCO Total Return Portfolio Fund |
|
|
21,877,925 |
|
Van Kampen Funds |
|
Van Kampen Growth & Income Fund |
|
|
14,813,847 |
|
Van Kampen Funds |
|
Van Kampen Real Estate Securities Fund |
|
|
5,582,986 |
|
Vanguard |
|
Vanguard Balanced Index - Institutional Fund |
|
|
10,175,495 |
|
Vanguard |
|
Vanguard Growth Index - Institutional Fund |
|
|
14,474,039 |
|
Vanguard |
|
Vanguard Small Cap Growth Index Fund |
|
|
4,132,071 |
|
Vanguard |
|
Vanguard Small Cap Value Index Fund |
|
|
4,366,540 |
|
Vanguard |
|
Vanguard Total Bond Market Index Fund |
|
|
8,179,231 |
|
Vanguard |
|
Vanguard Total International Stock Index Fund |
|
|
21,039,040 |
|
Vanguard |
|
Vanguard Value Index - Institutional Fund |
|
|
9,012,331 |
|
Various |
|
Self-directed brokerage accounts |
|
|
383,305 |
|
*Wachovia Bank |
|
Enhanced Stock Market Fund |
|
|
23,475,840 |
|
*Participant loans |
|
Various maturities and interest rates ranging from 4.25% to 10.50% |
|
|
15,816,198 |
|
|
|
|
|
|
|
|
|
|
|
$ |
449,662,046 |
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|
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14
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
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National Oilwell Varco, Inc. 401(k) and
Retirement Savings Plan |
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/s/Daniel L. Molinaro
Daniel L. Molinaro
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Member of the National Oilwell Varco |
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Benefits Plan Administrative Committee |
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15
EXHIBIT INDEX
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| Exhibit |
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| Number |
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Description |
| |
23.1 |
|
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Consent of Independent Registered Public Accounting Firm |
16