UNITED STATES
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

December 2, 2005 (December 2, 2005)
Date of Report (Date of earliest event reported)

National Oilwell Varco, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE		FILE NO. 1-12317		76-0475815
(State of incorporation)		(Commission File Number)		(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

N/A

(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:

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

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

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

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

 

 

ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

On December 2, 2005, National Oilwell Varco, Inc. (the “Company”) sent a notice to its directors and executive officers notifying them of a blackout period with respect to the Varco International, Inc. 401(k)/Profit Sharing Plan. The Company provided the notice to the directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)		Financial statements of businesses acquired
		Not applicable
(b)		Pro forma financial information
		Not applicable
(c)		Exhibits

99.1

Notice to Directors and Executive Officers of National Oilwell Varco, Inc., dated December 2, 2005.

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.

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
99.1		Notice to Directors and Executive Officers of National Oilwell Varco, Inc. dated December 2, 2005.

EXHIBIT 99.1

[NATIONAL OILWELL VARCO, INC. COMPANY LETTERHEAD]

IMPORTANT NOTICE REGARDING NATIONAL OILWELL VARCO, INC. 401(k) RETIREMENT SAVINGS PLAN BLACKOUT
PERIOD AND YOUR RIGHTS TO TRADE NATIONAL OILWELL VARCO, INC. COMMON STOCK DURING BLACKOUT

December 2, 2005

To:		All Directors and Executive Officers of National Oilwell Varco, Inc. and its Subsidiaries
From:		Dwight W. Rettig, Vice President, General Counsel and Corporate Secretary

The purpose of this notice is to inform you that the Varco International, Inc. 401(k)/Profit Sharing Plan (the “401(k) Plan”) will be entering a blackout period due to a Trustee and Recordkeeper conversion from Merrill Lynch Retirement Services to Wachovia Bank, National Association, as trustee and recordkeeper.

As a result of this transition, there will be a period of time when certain participants in the 401(k) Plan will be unable to access their accounts to direct or diversify their investments or obtain a loan or distribution from the plan. As a director or executive officer of National Oilwell Varco, Inc. (the “Company”), this blackout of the 401(k) Plan has a direct impact on your ability to trade National Oilwell Varco, Inc. Common Stock.

Under Securities and Exchange Commission (SEC) rules published pursuant to the Sarbanes-Oxley Act of 2002 (P.L. 107-24), which apply to 401(k) plan blackout periods, during “any period of more than three consecutive business days during which the ability to purchase, sell or otherwise acquire or transfer an interest in any equity security of such issuer held in an individual account is temporarily suspended by the issuer or by a fiduciary of the plan,” corporate insiders may no longer exercise stock options or trade employer securities held outside of the 401(k) Plan. Specifically, the insider trading provision prohibits corporate insiders from directly or indirectly purchasing, selling, acquiring or transferring any equity or derivative security of a publicly traded company that they acquired in connection with service or employment as a director or executive officer of that company. All shares held by you will be presumed to be acquired in connection with your service as a director or executive officer, unless you can establish by specific identification that the transaction was not of stock acquired in connection with your service.

•

The SEC’s rules provide a limited number of exemptions from the trading restriction. If you would like more information regarding these exemptions, please call me at 713-346-7550.

Key Dates for Prohibition from Trading National Oilwell Varco, Inc. Common Stock:

Period Begins		December 27, 2005
Period Ends		January 25, 2006*

*The trading prohibition related to the 401(k) Plan blackout period is in addition to and will overlap the quarterly trading prohibition related to the public release of financial results, which will end on the second business day after the financial results are released for 2005.

Violations of the insider trading prohibition will allow an issuer or a security holder acting on behalf of an issuer to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties.

While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout is needed. Please contact me directly with any questions you may have regarding this notice.

Attachment.

Due to the merger of National-Oilwell and Varco International, the Varco International, Inc. 401(k)/Profit Sharing Plan and the National Oilwell Retirement and Thrift Plan will be merging effective January 1, 2006. As a result, the Plan will be converting to Wachovia Retirement Services for daily recordkeeping. Additionally, the name of the merged Plan will be the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan.

You don’t need to do anything during this transition.

There will be a brief period of time during which you will be temporarily unable to make changes to your account or conduct any transactions. These restrictions are necessary in order to complete the transition. However, once the transition is complete, on January 25, 2006, you will have full access to your account and will be able to take advantage of Wachovia’s extensive resources, financial planning tools and investment services.

December 27, 2005
Transition period begins

January 10, 2006
Plan assets transfer to Wachovia

January 25, 2006
Full access at Wachovia

Before the Transition: Key Dates

The transition period for the Plan will begin on December 27, 2005 and will end on January 25, 2006. You will receive another notice to advise you of the end of the transition. Plan participants who are no longer employed by National Oilwell Varco, you may only request distributions and make investment changes.

If you want to make any of the following changes:

•		Contribution change
•		Investment change to current balance
•		Investment change to future contributions
•		Loan payoff
•		New loan request
•		In-service withdrawal
•		Termination distribution

You must submit your request by 3:00 p.m. CT on January 3, 2006 by calling Merrill Lynch at 1-800-228-401k or by visiting their website at www.benefits.ml.com. If you do not make any changes prior to the cut-off, your contributions will continue at the same deferral percentage. Starting January 13, 2006, Wachovia will begin receiving all current and future payroll contributions.

During the Transition

The investment options and your current investment elections will substantially remain as they are today. Only two investment options will be “mapped” or transferred to a similar investment type.

Your current investment elections at Merrill Lynch as of 3:00p.m. ET on January 3, 2006 will automatically transfer to Wachovia. (See investment information section on the next page).

Investment Information

Your account balance and investment elections for future contributions will either remain the same or will be transferred to a similar investment at Wachovia as shown in the chart below.

Note: The two investments in bold below are transferring to a similar or like investment.

If you have an investment in...		Your balance will move to...		Ticker Symbol
Merrill Lynch		Wachovia		Ticker Symbol
Merrill Lynch Retirement Preservation Trust		Gartmore Morley Stable Value Fund		N/A
Merrill Lynch U.S. Government Fund		Merrill Lynch U.S. Government Fund		MAFSX
PIMCO Total Return Fund		PIMCO Total Return Fund		PTTRX
Merrill Lynch Global Allocation Fund		Merrill Lynch Global Allocation Fund		MALOX
Merrill Lynch Basic Value Fund		Merrill Lynch Basic Value Fund		MABAX
Van Kampen Growth & Income Fund		Van Kampen Growth & Income Fund		ACGIX
Merrill Lynch Focus Value Fund		Merrill Lynch Focus Value Fund		MAPNX
Davis New York Venture Fund		Davis New York Venture Fund		DNVYX
Merrill Lynch Equity Index Trust		Enhanced Stock Market Fund of Wachovia		N/A
American Funds Growth Fund of America		American Funds Growth Fund of America		RGAEX
Alger Large Cap Growth Institutional Portfolio		Alger Large Cap Growth Institutional Portfolio		ALGRX
Lord Abbett Mid Cap Value Fund		Lord Abbett Mid Cap Value Fund		LMCYX
Alger Mid Cap Growth Institutional Portfolio		Alger Mid Cap Growth Institutional Portfolio		ALMRX
Allianz NFJ Small Cap Value Fund		Allianz NFJ Small Cap Value Fund		PSVIX
Managers Special Equity Fund		Managers Special Equity Fund		MGSEX
Merrill Lynch International Value Fund		Merrill Lynch International Value Fund		MAIVX
Oakmark International Fund		Oakmark International Fund		OAKIX
Van Kampen Real Estate Securities Fund		Van Kampen Real Estate Securities Fund		ACREX
National Oilwell Varco Company Stock		National Oilwell Varco Company Stock		NOV
The GoalManager Conservative Portfolio1		Conservative Model Portfolio		N/A
The GoalManager Conservative-Moderate Portfolio1		Conservative-Moderate Model Portfolio		N/A
The GoalManager Moderate Portfolio1		Moderate Model Portfolio		N/A
The GoalManager Moderate-Aggressive Portfolio1		Moderate-Aggressive Model Portfolio		N/A
The GoalManager Aggressive Portfolio1		Aggressive Model Portfolio		N/A

INVESTMENTS:

ARE NOT GUARANTEED		ARE NOT FDIC INSURED		MAY LOSE VALUE

Investment Information (continued)

In addition to the investment line-up shown on the previous page, you will also be able to choose from the following new investment options once the transition is complete:

New Fund		Investment Style		Ticker Symbol
Vanguard Total Bond Market Index Fund		Intermediate-Term Bond		VBTIX
Vanguard Balanced Index Fund		Moderate Allocation		VBAIX
Vanguard Value Index Fund		Large Cap Value		VIVIX
Vanguard Growth Index Fund		Large Cap Growth		VIGIX
Dreyfus MidCap Index Fund		Mid Cap Blend		PESPX
Vanguard Total International Stock Index Fund		Foreign Large Cap Blend		VGTSX
Vanguard Small Cap Value Index Fund		Small Cap Value		VISVX
Dreyfus Small Cap Stock Index Fund		Small Cap Blend		DISSX
Vanguard Small Cap Growth Index Fund		Small Cap Growth		VISGX
Self-Managed Brokerage Account2		N/A		N/A

After the Transition

Once the transition is completed, you will have full access to your account balance to make investment changes through Wachovia’s call center and website. Call center representatives will be available to help you weekdays from 6:00 a.m. — 9:00 p.m. CT.

The prospectus for a mutual fund contains complete information, including charges and expenses. You may obtain a copy of the prospectus directly from the Wachovia website or call center and you should read it carefully before investing.

INVESTMENTS:

ARE NOT GUARANTEED		ARE NOT FDIC INSURED		MAY LOSE VALUE

Plan Enhancements

Along with the changes discussed in the previous pages, several plan enhancements will be made during the transition and will take effect on January 1, 2006. The following chart provides details on these changes:

		Prior to January 1, 2006		Effective January 1, 2006
Pre-tax Deferrals		Up to 25%		Up to 100%
After-tax Deferrals		None allowed		Up to 18%
After-tax Deferral Investment Elections		N/A		Does not have to correlate with pre-tax deferral investment elections
Company Matching Contribution		$1.00 for every dollar contributed up to 4% of eligible compensation3		Same
Retirement Contribution Eligibility		N/A		One year of service
				Years of service = contribution
Retirement Contribution				1 year, less than 5 yrs. = 2.5%
Formula4		N/A		5 yrs., less than 10 yrs. = 3%
				10 yrs., less than 15 yrs. = 3.5%
				15 yrs., less than 20 yrs. = 4%
				20 yrs., less than 25 yrs. = 4.5%
				25 yrs., less than 30 yrs. = 5%
				30 or more yrs. = 5.5%
Allowed Rollover Contributions		Qualified, 403b, 457 plans and conduit IRA’s		Qualified, 403b, 457 plans, conduit IRA’s and SIMPLE plans
Company Matching Contribution Eligibility		All employees are immediately eligible		All employees hired after January 1, 2006 will have a one year waiting period before becoming eligible for company matching contributions
Loans		2 outstanding loans		1 outstanding loan
Loan Fees		Upfront loan fee		Monthly loan fee of $2.755
Company Stock		Frozen investment option		Available investment option moving from share to unitized accounting
Hardship Withdrawals		Reasons: Purchase of primary residence, prevention of foreclosure/eviction, uninsured medical costs, college tuition		Reasons: Same as before, PLUS funeral expenses, casualty loss of primary residence and losses due to Hurricane Katrina
Beneficiary Designation		Paper form filled out and returned to your HR department		Designated online or by phone via Wachovia’s website or call center