SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 12, 2003 (Date of earliest event reported) NATIONAL-OILWELL, INC. (Exact name of registrant as specified in its charter) FILE NO. 1-12317 (Commission File Number) DELAWARE 76-0475815 (State of incorporation) (I.R.S. Employer Identification Number) 10000 RICHMOND AVENUE 77042-4200 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone, including area code: (713) 346-7500
ITEM 5. OTHER EVENTS. On February 12, 2003, National-Oilwell, Inc. issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2002. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS 99.1 Press Release dated February 12, 2003. SIGNATURE 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 thereunto duly authorized. NATIONAL-OILWELL, INC. Date: February 12, 2003 /s/ Steven W. Krablin ------------------------------------------ Steven W. Krablin Vice President and Chief Financial Officer
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[NATIONAL OILWELL LETTERHEAD] NEWS CONTACT: STEVE KRABLIN (713) 346-7773 FOR IMMEDIATE RELEASE NATIONAL OILWELL REPORTS FOURTH QUARTER AND 2002 EARNINGS HOUSTON, TX, February 12, 2003--National-Oilwell, Inc. (NYSE: NOI) today reported fourth quarter and full year 2002 revenues and net income. Net income was $17.2 million, or $0.21 per diluted share, for the fourth quarter compared to $17.8 million, or $0.22 per diluted share, in the third quarter. Revenues were $393.6 million for the period compared to third quarter revenues of $366.9 million. Full year revenues and net income of $1,521.9 million and $73.1 million, $0.89 per diluted share, compare to 2001 results of $1,747.5 million and $104.1 million, $1.27 per diluted share. Backlog of capital equipment orders totaled $364 million at December 31, 2002, including $170 million attributable to the acquisition of Hydralift. Excluding any Hydralift effect, revenues from backlog for the fourth quarter were $91 million and for the full year 2002 were $390 million, with order additions to the backlog for those same periods of $54 million and $199 million. Pete Miller, President and CEO of National Oilwell, stated "Fourth quarter financial results were generally in line with the prior quarter, as were activity levels. Operating margins for our Products and Technology Group and our Distribution Services Group were comparable with results achieved in the prior two quarters. We are pleased with the overall results for the year, which evidenced our ability to remain solidly profitable in a depressed drilling market, and continued our long-term strategy of consolidating acquisitions that enhance our performance throughout the cycle. Indicative of an improving market outlook, we are beginning to experience increased activity in our Distribution Services business, as well as in our non-capital equipment business. Additionally, we continue to be very excited about the future financial impact from the addition of our two recent acquisitions, Hydralift and Mono Pumps." - more -
PAGE 2 The Company commented that the acquisitions of Hydralift and Mono Pumps and consolidated reporting of the Chinese joint venture are expected to increase revenues in 2003 by approximately $425 million and pre-tax income by approximately $30 - $35 million. The Mono Pump acquisition also increased common shares outstanding by 3.2 million. National Oilwell is a worldwide leader in the design, manufacture and sale of comprehensive systems and components used in oil and gas drilling and production, as well as in providing supply chain integration services to the upstream oil and gas industry. 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 actual future events or results. Readers are referred to documents filed by National Oilwell 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. The following table sets forth comparative data (in thousands, except per share data):