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: July 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 July 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 July 25, 2003 announcing the Registrant's results for the three months ended June 30, 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: July 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 July 25, 2003.
EXHIBIT 99.1 [NATIONAL OILWELL LOGO] NEWS CONTACT: STEVE KRABLIN (713) 346-7773 FOR IMMEDIATE RELEASE NATIONAL OILWELL REPORTS SECOND QUARTER EARNINGS HOUSTON, TX, July 25, 2003--National-Oilwell, Inc. (NYSE: NOI) reported net income of $20.4 million ($0.24 per diluted share) for its second quarter ended June 30, 2003. Financial Results (in millions, except per share amounts) - ---------------------------------------------------------------------------- Three Months Ended ----------------------------------------- 6/30/2003 3/31/2003 6/30/2002 --------- --------- --------- Revenues $475,398 $500,576 $372,390 Net Income $ 20,360 $ 19,166 $ 16,961 Diluted Earnings Per Share $ 0.24 $ 0.23 $ 0.21 Consolidated revenues were down sequentially from the first quarter by $25 million, primarily due to lower capital equipment revenues. Consolidated operating income as a percent of revenues was essentially flat in the second quarter compared to the first. Backlog of capital equipment at the end of the second quarter was $366 million, also essentially flat on a sequential basis. Revenues from capital equipment for the quarter totaled $155 million, and incoming orders declined to $153 million from $174 million in the prior quarter. The China Joint Venture is not included in backlog data. Capital spending was $7.8 million, consistent with the first quarter of the year and approximately 90% of the second quarter depreciation and amortization charge. PRODUCTS AND TECHNOLOGY GROUP Product and Technology revenues declined due to the previously mentioned decline in capital equipment revenues. Increased revenues in downhole tools and pump expendables offset a portion of the decline. Operating income approximated 12% of revenues. - more -
PAGE 2 DISTRIBUTION SERVICES GROUP Distribution revenues increased by $5 million as strength in the United States and outside North America offset the seasonal slowdown in Canada. Operating income approximated 3% of revenues. Pete Miller, President and CEO of National Oilwell, stated "We are very pleased that net income in the second quarter improved sequentially and year over year. Based on the marketplace trends that we are seeing, we believe that we will achieve further improvement in net income during each of the next two quarters. "Many of our businesses benefit disproportionately from drilling activity in the Gulf of Mexico which remained flat in the second quarter. We continue to see indications of improvement in this market that should translate into increased future revenues from this area. While capital equipment orders in the quarter were down sequentially, the likely sustainability of the order flow actually improved as, unlike the first quarter, there were no new large projects added to the backlog. We experienced broad demand for all types of equipment, with continued emphasis from the offshore and international land markets." The Company has scheduled a conference call today at 10:00 a.m. Central Time to discuss second quarter results. The call will be broadcast through the Investor Relations link on National Oilwell's web site at www.natoil.com, and a replay will be available on the site for seven days following the conference. Participants may also join the conference call by dialing 913-981-5530 (identification code: 211469) five to ten minutes prior to the scheduled start time. 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. - more -
PAGE 3 The following table sets forth comparative data (in thousands, except per share data): Quarter Ended QUARTER ENDED SIX MONTHS ENDED March 31, JUNE 30, JUNE 30, ----------- ----------------------------- --------------------------- 2003 2003 2002 2003 2002 ----------- ----------- --------- --------- --------- Revenues Products and Technology Group $ 335,476 $ 311,464 $ 224,823 $ 646,940 $ 466,095 Distribution Services Group 184,336 189,257 168,835 373,593 336,364 Eliminations (19,236) (25,323) (21,268) (44,559) (41,083) ----------- ----------- --------- --------- --------- Total $ 500,576 $ 475,398 $ 372,390 $ 975,974 $ 761,376 Operating Income Products and Technology Group $ 41,832 $ 38,419 $ 30,067 $ 80,251 $ 65,517 Distribution Services Group 4,716 5,499 4,714 10,215 9,282 Corporate (3,120) (2,957) (2,544) (6,077) (4,846) ----------- ----------- --------- --------- --------- Total $ 43,428 $ 40,961 $ 32,237 $ 84,389 $ 69,953 Net Income $ 19,166 $ 20,360 $ 16,961 $ 39,526 $ 38,146 Average diluted shares outstanding 84,476 84,990 81,985 84,733 81,785 Net income per diluted share $ 0.23 $ 0.24 $ 0.21 $ 0.47 $ 0.47 Backlog for capital equipment at quarter end $ 368,000 $ 366,000 $ 278,000 $ 366,000 $ 278,000 Condensed Balance Sheet Data: Cash and cash equivalents $ 65,361 $ 62,153 Other current assets 1,083,769 1,097,553 ----------- ----------- Total current assets 1,149,130 1,159,706 Net property, plant and equipment 240,451 236,464 Other assets 695,041 705,398 ----------- ----------- Total assets $ 2,084,622 $ 2,101,568 Current liabilities $ 369,178 $ 347,396 Long-term debt 603,043 606,937 Other long-term liabilities 89,704 86,899 ----------- ----------- Total liabilities 1,061,925 1,041,232 Minority interest 11,530 12,641 Shareholders' equity 1,011,167 1,047,695 ----------- ----------- Total liabilities and equity $ 2,084,622 $ 2,101,568 # # # # #