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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: April 25, 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 7. FINANCIAL STATEMENT AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits 99.1 Press Release dated April 25, 2003. ITEM 9. REGULATION FD DISCLOSURE The following information is being furnished pursuant to Item 12 "Disclosure of Results of Operations and Financial Condition," and is included under this Item 9 in accordance with the procedure guidance in SEC Release No. 33-8216. A copy of the press release dated April 25, 2003 announcing the Registrant's results for the three months ended March 31, 2003 is attached as Exhibit 99.1 to this Current Report on Form 8-K. 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: April 25, 2003 /s/ Steven W. Krablin ------------------------------------------ Steven W. Krablin Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated April 25, 2003.
EXHIBIT 99.1 [NATIONAL OILWELL LOGO] NEWS CONTACT: STEVE KRABLIN (713) 346-7773 FOR IMMEDIATE RELEASE - --------------------- NATIONAL OILWELL REPORTS FIRST QUARTER EARNINGS HOUSTON, TX, April 25, 2003--National-Oilwell, Inc. (NYSE: NOI) today announced results for the first quarter of 2003, reporting net income of $19.2 million, or $0.23 per diluted share, an 11.6% increase over fourth quarter net income of $17.2 million, or $0.21 per diluted share. Revenues were $500.6 million for the period compared to fourth quarter revenues of $393.6 million. Backlog of capital equipment orders increased to $368 million at March 31, 2003, compared to $364 million at December 31, 2002. Revenues from backlog for the first quarter were $170 million, with order additions for the period of $174 million. Pete Miller, President and CEO of National Oilwell, stated "We are extremely pleased with the growth in our backlog, the first increase since September 2001 that was not the result of an acquisition. The quarter saw strong shipping and order intake activity, including the successful attainment of the entire drilling suite and related engineering and design work for one of what we believe will be several large international projects awarded during 2003. "Most of the revenue growth over the fourth quarter of last year is the result of our recent Hydralift and Mono Pump acquisitions, which also increased our fixed costs in the first quarter. These acquisitions have favorably positioned the company for future growth, with Hydralift further enhancing our ability to participate in large offshore projects. As we complete the integration of Hydralift into our other Norwegian operations in the second quarter, these fixed costs will decline. "While we are encouraged by the increase in land drilling activity in the first quarter of 2003, our operating results will benefit as the trend broadens to the international, offshore and deeper drilling markets. " 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. - more - PAGE 2 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): # # # # #
Quarter Ended QUARTER ENDED December 31, MARCH 31, ----------- -------------------------------- 2002 2003 2002 ----------- ----------- --------- Revenues Products and Technology Group $ 238,088 $ 335,476 $ 241,272 Distribution Services Group 174,194 184,336 167,529 Eliminations (18,641) (19,236) (19,815) ----------- ----------- --------- Total $ 393,641 $ 500,576 $ 388,986 Operating Income Products and Technology Group $ 31,253 $ 41,832 $ 35,450 Distribution Services Group 4,293 4,716 4,568 Corporate (3,078) (3,120) (2,302) ----------- ----------- --------- Total $ 32,468 $ 43,428 $ 37,716 Net Income $ 17,167 $ 19,166 $ 21,185 Average diluted shares outstanding 81,743 84,476 81,585 Net income per diluted share $ 0.21 $ 0.23 $ 0.26 Backlog for capital equipment at quarter end $ 364,000 $ 368,000 $ 300,000 Condensed Balance Sheet Data: Cash and cash equivalents $ 118,338 $ 65,361 Accounts receivable 428,116 439,975 Inventories 470,088 517,689 Other 98,526 126,105 ----------- ----------- Total current assets 1,115,068 1,149,130 Net property, plant and equipment 208,420 240,451 Other assets 645,174 695,041 ----------- ----------- Total assets $ 1,968,662 $ 2,084,622 Current liabilities $ 346,216 $ 369,178 Long-term debt 594,637 603,043 Deferred income taxes 54,612 55,496 Other liabilities 30,229 34,208 ----------- ----------- Total liabilities 1,025,694 1,061,925 Minority interest 9,604 11,530 Shareholders' equity 933,364 1,011,167 ----------- ----------- Total liabilities and equity $ 1,968,662 $ 2,084,622