UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
NATIONAL OILWELL VARCO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12317 | 76-0475815 | ||
| (State or other jurisdiction of incorporation or organization) |
Commission File Number | (I.R.S. Employer Identification No.) |
7909 Parkwood Circle Drive
Houston, Texas
77036-6565
(Address of principal executive offices)
(713) 346-7500
(Registrant’s telephone number, including area code)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013. |
Section 1 – Conflict Minerals Disclosures
| Item 1.01 | CONFLICT MINERALS DISCLOSURE AND REPORT |
National Oilwell Varco, Inc. (the “Company”, “NOV”, “we”, “us” or “our”), performed the steps required by Rule 13p-1 to determine whether the tin, tantalum, tungsten and/or gold (“Designated Minerals”) used in one or more of our products, where such Designated Minerals are necessary to such product(s) functionality or production, originated from the Democratic Republic of the Congo or an adjoining country that shares an internationally recognized border with the Democratic Republic of the Congo (the “Conflict Region”). This Form SD covers all products manufactured by NOV or contracted to be manufactured for NOV.
Conflict Minerals Disclosure.
A copy of this Form SD and Conflict Minerals Report riled as an exhibit hereto is publicly available on our internet website at:
http://www.nov.com/investor/investorrelations.aspx?id=sec
| Item 1.02 | EXHIBIT. |
We have filed as an exhibit to this Form SD our Conflict Minerals Report.
Section 2 – Exhibits
| Item 2.01 | EXHIBITS |
Exhibit 1.02 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form
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.
| Date: June 2, 2014 | By: /s/ Jeremy D. Thigpen | |||||
| Jeremy D. Thigpen | ||||||
| Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer) | ||||||
Exhibit 1.02
Conflict Minerals Report
For the reporting period from January 1, 2013 to December 31, 2013
In preparing this Form SD and Conflict Minerals Report, we adopted a policy and methodology in accordance with Annex I of the Organization for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Framework”). Accordingly, all steps taken by NOV in preparing this Conflict Minerals Report are in accordance with the OECD Framework.
| 1. | Products. This Form SD and Conflict Minerals Report covers all products manufactured by NOV or contracted to be manufactured for NOV. Those products include, but are not limited to, those listed in Attachment A to this Conflict Minerals Report. |
| 2. | Policy. NOV’s policy is to develop a “conflict-free” supply chain – one that does not use tin, tungsten, tantalum or gold sourced from mines or smelters that have directly or indirectly aided armed groups in the Democratic Republic of Congo or surrounding countries. A copy of our policy can be found at http://www.nov.com/investor/investorrelations.aspx?id=politicalcont. |
| 3. | Steps Taken to Identify Risks in the Supply Chain. |
| • | Our engineers reviewed the raw materials and/or purchased subcomponents used in NOV products to determine which items contained Designated Minerals that were necessary to a product’s function or production. |
| • | Raw materials and purchased subcomponents that are newly added to our purchasing systems after this initial determination were similarly reviewed by our engineers for Designated Minerals that were necessary to a product function or production. |
| • | NOV internally developed a computerized Conflict Minerals Management System which includes standard operating procedures for conflict minerals compliance for use by all NOV business units impacted by conflict minerals. |
| • | The NOV Conflict Minerals Management System compares the list from our engineers against purchase order items received by NOV during the calendar year. |
| • | The NOV Conflict Minerals Management System identifies Suppliers that delivered matching items during the calendar year and directs the Suppliers to complete an online Reasonable Country of Origin Inquiry (“RCOI”). |
| • | The NOV Conflict Minerals Management System interprets the RCOI responses given by Suppliers and will flag Suppliers for additional due diligence if appropriate. |
| 4. | Results for the 2013 Calendar Year. NOV’s Conflict Minerals Management System was developed and pilot tested with one of NOV’s business groups during the 2013 calendar year. The NOV Conflict Minerals Management System flagged a number of suppliers to complete an RCOI. |
Based on the RCOIs received from the pilot testing program, and despite reasonable efforts, NOV was not able to make a reportable conclusion as to the conflict minerals country of origin not only for the business group in the pilot testing program, but also for NOV as an entire company. This includes being unable to make a determination as to whether the conflict minerals financed or benefited armed groups in those countries, whether the conflict minerals came from recycled or scrap sources, or the facilities (smelters or refinery) used to process the conflict minerals.
| 5. | Steps NOV Has Taken or Will Take Since the End of Calendar Year 2013. |
NOV’s Conflict Minerals Management System is fully operational for purchase order items received as of January 1, 2014.
During the 2014 calendar year, suppliers that deliver items matching the list from our engineers will be asked to complete an online RCOI through our MyNOV.com web portal as a result of the process detailed above in “Steps Taken to Identify Risks in the Supply Chain”. During the RCOI process, Suppliers will be asked to identify whether any products supplied to NOV during the calendar year contained Designated Minerals sourced from the Conflict Region, were from scrap / recycled sources and/or were “outside the supply chain” under of the rules, or came from certified mine or smelter from the Conflict Region.
Based on our evaluation of a supplier’s responses, we may conduct a more thorough due diligence in accordance with the OECD Framework. Such due diligence activities may include follow-up questions with the Supplier or their sub-suppliers within the supply chain, a review of any mine or smelter certification, a review of materials spec sheet, and similar activities designed to determine the source of any Designated Minerals and whether that source directly or indirectly aids armed groups in the Conflict Region.
This Conflict Minerals Report was not subjected to an independent private sector audit.
Attachment A
List of Products
The following products are more fully described in the company’s Form 10-K, which may be found publicly on our internet website at:
http://www.nov.com/investor/investorrelations.aspx?id=sec
Land Rig Packages
Top Drives
Electric Rig Motors
Rotary Equipment
Pipe Handling Systems
Pipe Handling Tools
Mud Pumps
Hoisting Systems
Cranes
Motion Compensation Systems
Blowout Preventers
Derricks and Substructures
Instrumentation
Coiled Tubing Equipment
Wireline Equipment
Stimulation Equipment
Turret Mooring Systems
Flexible Pipe Systems
Solids Control and Waste Management
Portable Power
Tubular Coating
Mill Systems
Drill Pipe Products
Fiberglass & Composite Tubulars
Coiled Tubing
Drill Bits
Pumps & Expendables