Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

April 16, 2018

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-12317   76-0475815

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

7909 Parkwood Circle Dr.

Houston, Texas

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 713-346-7500

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.02. Results of Operations and Financial Condition

On April 16, 2018, National Oilwell Varco, Inc. issued a press release providing an operational update and certain preliminary unaudited financial results for the quarter ended March 31, 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:


99.1    National Oilwell Varco, Inc. press release dated April 16, 2018.


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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 16, 2018       NATIONAL OILWELL VARCO, INC.

/s/ Brigitte M. Hunt


Brigitte M. Hunt

Vice President


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Exhibit 99.1




Contact: Loren Singletary

(713) 346-7807



Houston—(BUSINESS WIRE)—April 16, 2018—National Oilwell Varco, Inc. (NYSE: NOV) today announced it expects to report first quarter 2018 revenues of $1.80 billion, which is below prior expectations. The revenue shortfall is primarily due to:


    Reduced progress on new offshore rig construction and customer-delayed deliveries of drilling, well servicing, and stimulation equipment, causing revenue to slip into later periods, and;


    Lower sequential shipments of subsea production equipment at quarter-end.

“Following an unusually protracted 2018 budgeting cycle, we’ve seen certain customers defer deliveries for existing capital equipment orders into the second quarter and delay making new order commitments until late into the first quarter,” commented Clay Williams, Chairman, President, and CEO. “Unfortunately, all three segments will report sequentially lower revenues and, on a consolidated basis, we expect to report a GAAP operating loss of approximately $1 million and Adjusted EBITDA of approximately $160 million.”

“Nevertheless, industry fundamentals continue to improve, and we remain optimistic regarding the second quarter and the remainder of the year. With oil prices continuing to trend upward, and the U.S. rig count topping one thousand, we expect demand for NOV’s critical products and services to resume growth as the year progresses.”    

The Company is finalizing its financial close process for the first quarter 2018 and will provide complete results in a press release issued after the market closes on Thursday, April 26. NOV will hold its first quarter 2018 conference call on Friday, April 27 at 10 a.m. (Central Time). The call will be webcast live on

About NOV

National Oilwell Varco (NYSE: NOV) is a leading provider of technology, equipment, and services to the global oil and gas industry that supports customers’ full-field drilling, completion, and production needs. Since 1862, NOV has pioneered innovations that improve the cost-effectiveness, efficiency, safety, and environmental impact of oil and gas operations. NOV powers the industry that powers the world. Visit for more information.


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Adjusted EBITDA is operating loss of approximately $1 million, plus depreciation and amortization of $173 million, minus other credits of $12 million. The Company discloses Adjusted EBITDA in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations and uses it internally to evaluate and manage the business. Adjusted EBITDA is not intended to replace GAAP financial measures.

Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from the actual future events or results. Readers are referred to documents filed by National Oilwell Varco with the Securities and Exchange Commission, including the Annual Report on Form 10-K, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.


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