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, 2004 (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 HOUSTON, TEXAS 77042-4200 (Address of principal (Zip Code) executive offices) Registrant's telephone, including area code: (713) 346-7500
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 12, 2004 National-Oilwell, Inc. issued a press release containing earnings information for the three months and full year ended December 31, 2003. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. 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, 2004 /s/ Steven W. Krablin ------------------------------------------ Steven W. Krablin Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT 99.1 [NATIONAL OILWELL LOGO] NEWS CONTACT: STEVE KRABLIN (713) 346-7773 FOR IMMEDIATE RELEASE NATIONAL OILWELL REPORTS FOURTH QUARTER AND 2003 EARNINGS HOUSTON, TX, February 12, 2004--National-Oilwell, Inc. (NYSE: NOI) today reported fourth quarter revenues of $530 million and net income of $14.6 million, or $0.17 per diluted share, after fourth quarter charges described below which total $10.7 million ($0.13 per share). Full year revenues exceeded $2 billion, and net income after the charges was $76.8 million, or $0.90 per share. The Company recorded an after tax charge of $6.9 million ($0.08 per share) to correct an accumulated three-year clearing account problem within the Distribution segment's SAP purchasing system. SAP was installed in 1999, and a detail reconciliation problem began in the second quarter of 2000 and continued undetected until the third quarter of 2003. Process changes have been implemented to prevent any recurrence of this situation. Fourth quarter results also included after tax charges to catch up depreciation and amortization expense primarily related to finalization of purchase accounting of $1.6 million ($0.02 per share) within the Products and Technology Group and $0.5 million ($0.01 per share) within the Distribution Services Group. Products and Technology also recorded a $1.7 million ($0.02 per share) after tax charge resulting from an annual analysis of foreign pension accounting. An analysis of the provision for income tax for 2003 determined that the proper rate for the full year was 29%, and the fourth quarter contains a lower than normal tax provision to reflect this full year rate. Backlog of capital equipment orders totaled $339 million at December 31, 2003, essentially the same as at the end of the third quarter, as revenues from backlog of $151 million approximated new orders into backlog of $150 million. PRODUCTS AND TECHNOLOGY GROUP Revenues of $349 million in the fourth quarter are at a record pace, up 10% over the third quarter of 2003 even though revenues from capital equipment were essentially flat. Absent the charges discussed above, operating income also improved sequentially by a similar percent. -more-
PAGE 2 DISTRIBUTION SERVICES GROUP Revenues again exceeded $200 million and were up slightly from the third quarter of 2003. In addition to the charges discussed above, operating income declined from the third quarter due to a number of individually small year-end adjustments, including severance and inventory charges. Pete Miller, president and CEO of National Oilwell, stated "Each of our business groups, and each of the operations within a business group, achieved sequential top line growth over the third quarter of 2003. Except for the non-cash charge to Distribution and other normal year-end adjustments, consolidated operating results also improved. We continue to see good demand for our capital equipment from international markets, and we are optimistic about the prospects for 2004 and beyond. As an example of current market strength, we currently are quoting on ten offshore premium jackups that we believe will become firm projects in 2004." The Company has scheduled a conference call today at 10:00 a.m. Central Time to discuss fourth 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 thirty days following the conference. Participants may also join the conference call by dialing 617-786-2962 (participant code: 78182453) 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):