As filed with the Securities and Exchange Commission on October 30, 2019

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NATIONAL OILWELL VARCO, INC.

(Exact name of registrant as specified in its charter)

(Address, including zip code, and telephone number,

including area code, of registrant’s principal

executive offices)

Craig L. Weinstock

Senior Vice President, General Counsel and Secretary

National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, Texas 77036

(713) 346-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

J. Eric Johnson

Locke Lord LLP

600 Travis Street, Suite 2800

Houston, Texas 77002

(713) 226-1200

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box.   ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to section 7(a)(2)(B) of the Securities Act of 1933.   ☐

CALCULATION OF REGISTRATION FEE

PROSPECTUS

National Oilwell Varco, Inc.

Debt Securities

This prospectus describes some of the general terms that may apply to the debt securities we may issue in one or several series. We will provide the specific terms of any debt securities to be offered in supplements to this prospectus.

We may offer the debt securities from time to time in amounts, at prices and on other terms to be determined at the time of offering. We may offer and sell these debt securities to or through one or more underwriters, dealers, agents or directly to purchasers, on a continuous or delayed basis. This prospectus may not be used to consummate sales of our securities unless it is accompanied by a prospectus supplement. You should carefully read this prospectus and any accompanying prospectus supplement before you invest in any of our debt securities.

We will provide information in the prospectus supplement with respect to the expected trading market, if any, for the debt securities.

Investing in these debt securities involves risks. See the “Risk Factors” sections of the applicable prospectus supplement and our filings with the Securities and Exchange Commission that are incorporated herein and therein by reference.

Our common stock is traded on the New York Stock Exchange under the symbol “NOV”.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 30, 2019.

TABLE OF CONTENTS

We have not authorized any person to provide you with any information or represent anything about us other than what is contained in this prospectus, any prospectus supplement and any related free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you.

This prospectus does not constitute an offer to sell any securities other than the securities offered hereunder. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or to any person to whom it is unlawful to make such an offer.

You should not assume that the information appearing in this prospectus, any prospectus supplement, any related free writing prospectus issued by us or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Using this process, we may offer the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer the debt securities, we will provide a prospectus supplement and, if applicable, a related free writing prospectus that will describe the specific terms of the offering. Such prospectus supplement and free writing prospectus may include or incorporate by reference a discussion of any risk factors or other special considerations applicable to those securities or to us. The prospectus supplement and related free writing prospectus may also add to, update or change the information contained in this prospectus, and accordingly, to the extent inconsistent, the information in this prospectus will be superseded by the information in the prospectus supplement or the related free writing prospectus. Please carefully read this prospectus, the prospectus supplement and any related free writing prospectus issued by us, in addition to the information contained in the documents we refer to under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

References in this prospectus to “National Oilwell Varco,” “NOV,” the “Company,” “we,” “us” and “our” refer to National Oilwell Varco, Inc. and its subsidiaries, unless the context otherwise requires.

NATIONAL OILWELL VARCO, INC.

National Oilwell Varco is a leading independent provider in the design, manufacture and sale of equipment and components used in oil and gas drilling, completion and production operations, and the provision of oilfield services to the upstream oil and gas industry. The Company conducts operations in approximately 65 countries. The Company operates through three reporting segments: Wellbore Technologies, Completion & Production Solutions, and Rig Technologies.

We are a Delaware corporation incorporated in 1995. Our principal executive offices are located at 7909 Parkwood Circle Drive, Houston, Texas 77036, our telephone number is (713) 346-7500, and our website address is http://www.nov.com. The Company’s common stock is traded on the New York Stock Exchange under the symbol “NOV”. The contents of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site.

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WHERE YOU CAN FIND MORE INFORMATION

We file periodic reports and other information with the SEC. Such materials may be accessed electronically through the SEC’s website at http://www.sec.gov. You may also access these materials through our website at http://www.nov.com. The contents of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus does not contain all of the information included in the registration statement, including the exhibits to the registration statement. You may obtain the registration statement and the exhibits to the registration statement in any manner noted above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus certain information we have filed with the SEC, which means that we can disclose important information to you without including the specific information in this prospectus by referring you to those documents. The information incorporated by reference is an important part of this prospectus and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case other than information furnished to the SEC which is not deemed filed under the Exchange Act:

You may request a copy of these filings, any amendments and exhibits thereto at no cost, by writing or telephoning us at the following address:

7909 Parkwood Circle Drive

Houston, Texas 77036-6565

(713) 346-7500

Attention: Corporate Secretary

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain “forward-looking statements” and information intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All such statements other than statements of historical fact contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipate”, “project”, “expect”, “plan”, “goal”, “forecast”, “intend”, “could”, “believe”, “may”, and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.

Forward-looking statements reflect our beliefs and expectations based on information currently available to us. While we believe these expectations, and the assumptions upon which they are based, are reasonable, these statements are subject to numerous risks and uncertainties, and there can be no assurance that future developments affecting us will be those that we anticipate, that they will occur or what impact they will have on our operations or financial condition. Future results and performance may differ materially from those expressed in the forward-looking statements. You should also consider carefully the statements under “Risk Factors”, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, and those statements discussed in the “Risk Factors” section of any prospectus supplement and in the documents incorporated by reference therein, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements.

Forward-looking statements speak only as of the date they were made. Except as required by the federal securities laws, we do not undertake any obligation to update these forward-looking statements after the date of this prospectus. You should not place undue reliance on any forward-looking statements when making an investment decision.

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USE OF PROCEEDS

Unless we inform you otherwise in the applicable prospectus supplement, the net proceeds from the sale of the debt securities will be used for general corporate purposes, including repayment or refinancing of debt, acquisitions, working capital, capital expenditures and repurchases and redemptions of securities. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

DESCRIPTION OF THE DEBT SECURITIES

The debt securities covered by this prospectus will be issued under our Indenture, dated November 20, 2012, between us and Wells Fargo Bank, National Association, as successor trustee, as amended and supplemented from time to time. The particular terms of the debt securities offered will be outlined in a prospectus supplement. The discussion of such terms in the prospectus supplement is subject to, and qualified in its entirety by, reference to all provisions of the indenture and any applicable supplemental indenture.

PLAN OF DISTRIBUTION

We may offer and sell these debt securities through one or more underwriters, dealers or agents, or directly to one or more purchasers, or through a combination of any of these methods of sale. We will provide the specific plan of distribution for any debt securities to be offered in a prospectus supplement.

LEGAL MATTERS

Our counsel, Locke Lord LLP, will pass upon certain legal matters for us in connection with the offering of any debt securities. If the debt securities are being distributed through underwriters or agents, the underwriters or agents will be advised about legal matters relating to any offering by their own legal counsel, which will be named in the related prospectus supplement.

EXPERTS

The consolidated financial statements of National Oilwell Varco appearing in National Oilwell Varco’s Annual Report (Form 10-K) for the year ended December 31, 2018 (including the financial statement schedule appearing therein) and the effectiveness of National Oilwell Varco’s internal control over financial reporting as of December 31, 2018 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table sets forth expenses payable by National Oilwell Varco in connection with the issuance and distribution of the securities being registered.

The discussion below summarizes the material indemnification provisions of National Oilwell Varco’s Fifth Amended and Restated Certificate of Incorporation (the “restated certificate of incorporation”) and Amended and Restated By-laws (the “by-laws”) and Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 145 of the DGCL provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees, and agents or persons who are or were serving at the request of the corporation as directors, officers, employees or agents of another entity. Indemnification is allowed in connection with threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative or investigative, other than an action by or in right of the corporation, brought against them by reason of the fact that they were or are directors, officers, employees, or agents, for expenses, judgments and fines, and amounts paid in settlement actually and reasonably incurred in any action, suit, or proceeding if: (1) he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Article Sixth of National Oilwell Varco’s restated certificate of incorporation together with Article VI of its by-laws provide for mandatory indemnification of each person who is or was made a party to or involved in any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceeding because:

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Article VI of National Oilwell Varco’s by-laws and Article Sixth of its restated certificate of incorporation expressly provide that they are not the exclusive methods of indemnification.

Section 145 of the DGCL provides that a Delaware corporation has the power to purchase and maintain insurance on behalf of its directors, officers, employees or agents against liabilities asserted against such person in his or her capacity or arising out of his or her status as a director, officer, employee or agent of the company. A Delaware corporation has this power whether or not the corporation has the power to indemnify such person against the liability under Section 145 of the DGCL.

Article VI of the by-laws and Article Sixth of its restated certificate of incorporation provide that National Oilwell Varco may maintain insurance, at its own expense, to protect itself and any director or officer of National Oilwell Varco or of another entity against any expense, liability, or loss. This insurance coverage may be maintained regardless of whether National Oilwell Varco would have the power to indemnify the person against the expense, liability, or loss under the DGCL.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. However, that provision shall not eliminate or limit the liability of a director:

Article Sixth of National Oilwell Varco’s restated certificate of incorporation contains this type of provision.

The foregoing statements are subject to the detailed provisions of Sections 145 and 102 of the DGCL and National Oilwell Varco’s restated certificate of incorporation and by-laws.

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provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by a Registrant pursuant to Section 13 or Section 15(d) of the

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Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

The undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on October 30, 2019

POWER OF ATTORNEY

Each person whose signature appears below appoints Clay C. Williams, Jose A. Bayardo and Craig L. Weinstock, and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in fact and agents or any of them or their or his or her substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

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Exhibit 5.1

		2800 JPMorgan Chase Tower, 600 Travis Houston, Texas 77002 Telephone: 713-226-1200 Fax: 713-223-3717 www.lockelord.com

October 30, 2019

National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, Texas 77036

Ladies and Gentlemen:

We have acted as counsel to National Oilwell Varco, Inc., a Delaware corporation (the “Company”), with respect to the preparation of a registration statement on Form S-3 (the “Registration Statement”) filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to debt securities of the Company, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”), that may be issued and sold by the Company from time to time pursuant to Rule 415 promulgated under the Securities Act. Further, we have assisted with the preparation of the prospectus (the “Prospectus”) contained in the Registration Statement to which this opinion is an exhibit. Capitalized terms not defined herein shall have the meanings ascribed to them in the Prospectus.

In rendering the opinion set forth below, we have examined (i) the Registration Statement, including the Prospectus, (ii) the Indenture, dated November 20, 2012, between the Company and Wells Fargo Bank, National Association, as successor trustee, as amended and supplemented from time to time (the “Indenture”), (iii) the Company’s Fifth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended through the date hereof, (iv) corporate records of the Company including certain resolutions adopted by the Board of Directors of the Company relating to the terms and sales of the Debt Securities and related matters, and (v) such other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed. In addition, we have reviewed and relied upon certain certificates of officers of the Company and of government officials with respect to certain factual matters that we have not independently verified.

In connection with this opinion, we have assumed that

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October 30, 2019

Page 2

On the basis of the foregoing, subject to the assumptions, qualifications and limitations set forth herein, when (i) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Company has taken all necessary action to approve the issuance and terms of the Debt Securities, the terms of the offering thereof and related matters; and (iii) the Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Company, upon payment of the consideration therefor as provided for therein, the Debt Securities will be legally issued and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be subject to (a) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (c) public policy considerations which may limit the rights of parties to obtain certain remedies.

The opinions expressed herein are qualified in the following respects:

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October 30, 2019

Page 3

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement filed on or about the date hereof, and to the statements with respect to us under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission issued thereunder.

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Exhibit 10.1

EXECUTION VERSION

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of March 2, 2018 is by and among NATIONAL OILWELL VARCO, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America (the “Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).

RECITALS

WHEREAS, pursuant to an Indenture dated as of November 20, 2012 as amended and supplemented (i) by way of a Second Supplemental Indenture dated as of November 20, 2012, providing for the issuance of 2.60% Senior Notes due 2022 in the amount of $1,400,000,000 (the “Second Supplement”), and (ii) by way of a Third Supplemental Indenture dated as of November 20, 2012, providing for the issuance of 3.95% Senior Notes due 2024 in the amount of $1,100,000,000 (the “Third Supplement” and, together with the Second Supplement, the “Indenture”) entered into by the Company and the Resigning Trustee.

WHEREAS, the Company appointed the Resigning Trustee as the Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture;

WHEREAS, there is presently issued and outstanding $2,500,000,000 in aggregate principal amount of Notes;

WHEREAS, Section 610 (b) of the Indenture provides that the Trustee may at any time resign by giving written notice of such resignation to the Company;

WHEREAS the Resigning Trustee delivered a notice of resignation in its capacity as Trustee to the Issuer in accordance with Section 611 on March 2, 2018;

WHEREAS, the Resigning Trustee desires to confirm its notice of resignation as Trustee, and desires to resign as Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture, and the Company desires to appoint the Successor Trustee as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture to succeed the Resigning Trustee in each of such capacities under the Indenture; and

WHEREAS, the Successor Trustee is willing to accept the appointment as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture;

NOW, THEREFORE, in consideration of the covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby confirms its notice of resignation as Trustee and hereby resigns as Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture. The Company hereby accepts the resignation of the Resigning Trustee as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Registrar under the Indenture. The Company hereby appoints the Successor Trustee as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture. The Company hereby acknowledges that the Successor Trustee shall be the Trustee (as of the Trustee Effective Date (as defined below)) and the Security Registrar, Transfer Agent, Paying Agent and Security Registrar (in each case, as of the Agents Effective Date (as defined below)) under the Indenture and shall hold all rights, powers, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian. For avoidance of doubt, this Instrument shall constitute the written acceptance of appointment by the Successor Trustee, in each case, pursuant to Section 611 of the Indenture.

2. Company Representations and Warranties and Covenants.

i. It is duly organized and validly existing under the laws of the State of Delaware;

ii. It has full power, authority, and right to execute, deliver and perform this Instrument;

iii. The Indenture was validly and lawfully executed and delivered by the Company and is in full force and effect;

iv. The current outstanding aggregate principal amount of the Notes is $2,500,000,000;

v. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture;

vi. Assuming the accuracy of the representation made by the Successor Trustee in Section 4 hereof, all conditions precedent relating to the appointment of the Successor Trustee as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Registrar under the Indenture have been complied with, and such appointment is permitted by the Indenture;

vii. No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture; and

viii. The documents listed on Exhibit A represent all of the Notes Documents and all other documents related to the transactions contemplated thereby, and there have been no other written supplements, amendments or waivers thereto except as reflected on such exhibit.

3. Resigning Trustee Representations and Warranties and Covenants.

(a) The Resigning Trustee hereby represents and warrants to the Successor Trustee that:

i. There is no action, suit or proceeding pending or, to the knowledge of the Resigning Trustee, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee, Registrar, Transfer Agent or Paying Agent under the Indenture;

ii. No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or by the respective holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver;

iii. Notwithstanding anything set forth herein, the Resigning Trustee makes no representation or warranty regarding matters set forth in or in any way relating to the Holders’ and Issuer’s correspondence;

iv. The Resigning Trustee has full power, authority, and right to execute, deliver and perform this Instrument;

v. The execution and delivery of this Instrument has been duly authorized by the Resigning Trustee, and this Instrument constitutes the Resigning Trustee’s legal, valid, binding and enforceable obligation;

vi. $2,500,000,000 in principal amount of Notes is outstanding, and interest due on the Notes has been paid to December 1, 2017; and

vii. The documents listed on Exhibit A represent all of the Notes Documents and documents related to the transactions contemplated thereby, and there have been no other written supplements, amendments or waivers thereto except as reflected on such exhibit.

4. Successor Trustee Representation and Warranty. The Successor Trustee represents and warrants to the Resigning Trustee and the Company that:

5. Assignment by Resigning Trustee. The Resigning Trustee hereby confirms, assigns, transfers, delivers and conveys to the Successor Trustee, as Trustee (effective on the Trustee Effective Date) and as Security Registrar, Transfer Agent, Paying Agent and Security Custodian (effective as of the Agents Effective Date) under the Indenture, all rights, powers, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian, and effective as of such date does hereby pay over to the Successor Trustee any and all property and moneys held by the Resigning Trustee under and by virtue of the Indenture.

6. Acceptance by Successor Trustee. The Successor Trustee accepts its appointment as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian under the Indenture and shall assume said rights, powers, duties and obligations upon the terms and conditions set forth in the Indenture. Promptly after the execution and delivery of this Instrument, the Successor Trustee shall cause a notice, substantially in the form annexed hereto as Exhibit A, to be sent to the Company and each Holder of the Notes. The parties hereto acknowledge and agree that, notwithstanding the assignment and assumption provided for herein, the Resigning Trustee shall retain responsibility for actions or omissions taken by it prior to the Trustee Effective Date (with respect to its capacity as Trustee) and the Agents Effective Date (with respect to its capacities as Security Registrar, Transfer Agent, Paying Agent and Security Custodian) to the extent, but only to the extent, expressly provided in the Indenture. The Successor Trustee shall have no liability or responsibility under the Indenture or any related document, for any action or omission of the Resigning Trustee or any other Person occurring prior to the Trustee Effective Date (with respect to its capacity as Trustee) and the Agents Effective Date (with respect to its capacities as Security Registrar, Transfer Agent, Paying Agent and Security Custodian). For the avoidance of doubt, and without limiting the generality of the previous sentence, this Instrument shall not constitute an assumption by the Successor Trustee of any liability arising prior to the Resigning Trustee’s resignation of its duties under the Indenture. The Resigning Trustee (a) shall remain liable and responsible under the Indenture for its actions or omissions occurring prior to the Trustee Effective Date (with respect to its capacity as Trustee) and the Agents Effective Date (with respect to its capacities as Security Registrar, Transfer Agent, Paying Agent and Security Custodian); and (b) shall have no liability or responsibility under the Indenture for any action or omission of any other Person occurring on or after the Trustee Effective Date (with respect to its capacity as Trustee) and the Agents Effective Date (with respect to its capacities as Security Registrar, Transfer Agent, Paying Agent and Security Custodian). Other than the documents listed in Exhibit C hereto, the Successor Trustee shall not be deemed to have knowledge of any other documents or information related to the transactions contemplated by the this Instrument and shall have no liability or responsibility for taking any action or refraining from any action related to any such documents.

7. Additional Documentation. The Resigning Trustee, for the purposes of more fully and certainly vesting in and confirming to the Successor Trustee the rights, powers, duties and obligations hereby assigned, transferred, delivered and conveyed, agrees, upon reasonable request of the Company or the Successor Trustee, at Company’s expense, to execute, acknowledge and deliver such further instruments of conveyance and further assurance and to do such other things (including delivery of such other documents) as may reasonably be required by the Company or the Successor Trustee.

8. Choice of Laws; Waiver of Jury Trial; Submission to Jurisdiction. This Instrument shall be governed by the laws of the State of New York. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INSTRUMENT. In relation to any legal action or proceedings arising out of or in connection with this Instrument, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in the City of New York, County and State of New York, United States of America.

9. Counterparts. This Instrument may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, but all counterparts shall constitute but one Instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.

10. Patriot Act. The Company acknowledges that, in accordance with Section 326 of the USA Patriot Act, the Successor Trustee, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Successor Trustee. The Company agrees that it will provide the Successor Trustee with such information as it may reasonably request in order for it to satisfy the requirements of the USA Patriot Act.

11. Notices. All notices, whether faxed or mailed, will be deemed received in accordance with Section 13.01 of the Indenture to the following:

TO THE SUCCESSOR TRUSTEE:

Wells Fargo Bank, National Association

Corporate Trust Services

125 High Street

Boston, Massachusetts 02110-2704

Facsimile: (866) 558-8345

Attention: Patrick T. Giordano

TO THE RESIGNING TRUSTEE:

U.S. Bank

111 Fillmore Avenue E.

St. Paul, MN 55107

With a copy to:

U.S. Bank National Association

8 Greenway Plaza

Houston, TX. 77046

Facsimile: 713.212-3718

Attention: Alejandro Hoyos

TO THE COMPANY:

National Oilwell Varco, Inc.

Brigitte Hunt

NOV – Asst. General Legal Counsel

7909 Parkwood Circle Drive

Houston, TX 77036

Office: 713-634-3116

Fax: 713-346-7995

Email: Brigitte.Hunt@nov.com

With a copy to:

National Oilwell Varco, Inc.

Trevor B. Martin

NOV – Treasury

7909 Parkwood Circle Drive

Houston, TX 77036

Office: 713-346-7752

Fax: 713-346-7870

Email: Trevor.Martin@nov.com

12. Effectiveness. This Instrument and the resignation, appointment and acceptance of the Trustee role under the Indenture by Wells Fargo Bank, National Association effected hereby shall be effective upon the execution of this Instrument by all parties (the “Trustee Effective Date”). The resignation, appointment and acceptance of the roles of Security Registrar, Transfer Agent, Paying Agent and Security Custodian shall be effective, automatically without the need for further action ten (10) Business Days after the date hereof (such date, the “Agents Effective Date”).

[Signature Pages Follow]

[Signature Page to Tripartite Agreement]

[Signature Page to Tripartite Agreement]

EXHIBIT A

[Wells Fargo Bank, National Association Letterhead]

Notice to Holders of:

National Oilwell Varco, Inc. (the “Company”) 2.60% Senior Unsecured Notes due 2022 (the “Notes”) CUSIP No. 637071 AJ0 and 3.950% Senior Unsecured Notes due 2042 (the “Notes”) CUSIP No. 637071 AK7

IMPORTANT TIME-SENSITIVE INFORMATION.

PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS IMMEDIATELY.

NOTICE OF APPOINTMENT OF SUCCESSOR TRUSTEE

This notice is delivered in accordance with Section 611 of that certain Indenture, dated as of November 20, 2012 (as supplemented, modified or amended from time to time, the “Indenture”), by and among the Company, and U.S. Bank National Association, as Trustee, pursuant to which the above-referenced Notes were issued and are outstanding. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Indenture.

Please be advised that, pursuant to Section 610 of the Indenture, U.S. Bank National Association has resigned as Trustee under the Indenture. Pursuant to Section Section 611 of the Indenture, the Company has appointed Wells Fargo Bank National Association as successor Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian, and Wells Fargo Bank, National Association has accepted such appointment. U.S. Bank National Association’s resignation as Trustee and Wells Fargo Bank, National Association’s appointment as successor Trustee was effective as of March 2, 2018. U.S. Bank National Association’s resignation as Security Registrar, Transfer Agent, Paying Agent and Security Custodian, and Wells Fargo. Bank, National Association’s appointment as Security Registrar, Transfer Agent, Paying Agent and Security Custodian will be effective as of March 2, 2018.

Please be advised .that, pursuant to the Indenture, funds held under the Indenture are to be used for payment of the fees and costs incurred or to be incurred by the Trustee in performing its duties, as well as for any indemnities owing or to become owing to the Trustee. This includes, but is not limited to, compensation for Trustee time spent, and the fees and costs of counsel and other agents it employs, to pursue remedies or other actions to protect the interests of holders.

The Trustee may conclude that a specific response to particular inquiries from individual holders is not consistent with equal and full dissemination of information to all holders. Holders should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment or legal advice.

Holders with questions about this notice should direct them, in writing, to: Patrick T. Giordano, Vice President, Wells Fargo Bank National Association, 125 High Street, 15^th Floor Boston Massachusetts 02110-2704. Holders with other questions may contact Wells Fargo Bank at 1-800-344-5128.

Wells Fargo Bank National Association,

as Trustee

March 2, 2018

EXHIBIT A

Documents to be delivered to Successor Trustee

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of National Oilwell Varco, Inc. for the registration of debt securities and to the incorporation by reference therein of our reports dated February 14, 2019, with respect to the consolidated financial statements and schedule of National Oilwell Varco, Inc. and the effectiveness of internal control over financial reporting of National Oilwell Varco, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Houston, Texas

October 30, 2019

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

National Oil Well Varco, Inc.

(Exact name of obligor as specified in its charter)

Debt Securities

(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

The trustee is authorized to exercise corporate trust powers.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.         Not applicable.

Item 16. List of Exhibits.         List below all exhibits filed as a part of this Statement of Eligibility.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 30th day of October, 2019.

EXHIBIT 6

October 30, 2019

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank, National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2019, filed in accordance with 12 U.S.C. §161 for National Banks.

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge

and belief.

John R. Shrewsberry

Sr. EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us

and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate

Federal regulatory authority and is true and correct.

Directors

James H. Quigley

Theodore F. Craver, Jr.

Juan A. Pujadas