2005 Proxy Statement and
2004 Annual Report to Stockholders
Notice of 2005 ...
TABLE OF CONTENTS
...
NATIONAL OILWELL VARCO, INC.
10000 Richmond Avenue
...
NATIONAL OILWELL VARCO, INC.
10000 Richmond Avenue
Houston, Tex...
As of June 8, 2005, there were 172,678,564 shares of National
QUORUM:
Oilwell Varco common stock issued an...
please contact ADP Householding Department, in writing, at 51
Mercedes Way, Edgewood, New York 1171...
MERGER WITH VARCO
On March 11, 2005, National-Oilwell, Inc., a Delaware corporation (“National Oilwell”) held a
special m...
Vote Required for Approval
Directors are to be elected by a plurality of the votes cast at the meeting. This means that t...
Expiration Year
Date of ...
Expiration Year
Date of ...
Expiration Year
Date of ...
COMMITTEES AND MEETINGS OF THE BOARD
Committees
The Board of Directors had the following standing committees: Audit, Com...
On May 18, 2005, the Board approved the grant of 7,500 options to each non-employee director
under the National Oilwell Va...
The Compensation Committee is appointed by the Board of Directors to assist the Board in
fulfilling its oversight responsi...
Director Nominees
The Nominating/Corporate Governance Committee has the responsibility of identifying
candidates for elect...
AUDIT COMMITTEE REPORT
The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter
a...
expressing opinions on those financial statements and on management’s assessment and on the
effectiveness of the Company’s...
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PROPOSAL NO. 2 ON THE PROXY CARD
Information Regar...
(1)
Consists primarily of fees for employee benefit plans, due diligence related to acquisition
transactions, and acco...
CORPORATE GOVERNANCE
National Oilwell Varco’s Board of Directors is committed to promoting transparency in reporting
inf...
to foster a culture of honesty and accountability. As set forth in the Corporate Governance
Guidelines, the Board may not ...
EXECUTIVE OFFICERS
The following persons are our current executive officers. The executive officers of the Company
...
Name Age Position Biography
Kevin Neveu 44 President – Rig Tech...
STOCK OWNERSHIP
Security Ownership of Certain Beneficial Owners
Based on information filed with the SEC as of the most r...
agreement under which all Class B shares will be voted in accordance with the majority vote of
Class B Shares. Accordingly...
Security Ownership of Management
This table shows the number and percentage of shares of the Company’s stock beneficially...
EXECUTIVE COMPENSATION
The following table sets forth for the years ended December 31, 2004, 2003 and 2002 the
co...
Grants of Options/SAR’s in Last Fiscal Year
The following table provides information concerning stock options granted to ...
The Company made no awards during 2004 under any Long-Term Incentive Plan, nor did the
Company at December 31, 2004 have a...
employees. If the employment relationship is terminated by The Company for any reason other
than (i) voluntary termination...
Certain Relationships and Related Transactions
We transact business with companies with which certain of our Directors ar...
national oilwell varco 2005 Proxy Statement/2004 Annual Report on Form 10-K
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national oilwell varco 2005 Proxy Statement/2004 Annual Report on Form 10-K

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Transcripts - national oilwell varco 2005 Proxy Statement/2004 Annual Report on Form 10-K

  • 1. 2005 Proxy Statement and 2004 Annual Report to Stockholders Notice of 2005 June 17, 2005 Annual Meeting Fellow Stockholders: and Proxy On behalf of your Board of Directors and your management, we Statement are pleased to invite you to attend the Annual Meeting of Stockholders of National Oilwell Varco, Inc. It will be held on Friday, July 22, 2005 at 10:00 A.M., local time, at the Hilton Westchase Hotel, 9999 Westheimer Road, Houston, Texas 77042. You will find information regarding the matters to be voted on at the meeting in the formal Notice of Meeting and Proxy Statement, which are included on the following pages of this 2004 Annual booklet. Report to Whether or not you plan to attend, please sign and return the enclosed proxy in the accompanying envelope as soon as Stockholders possible so that your shares will be voted at the meeting. The vote of each and every stockholder is most important to us. Please note that your completed proxy will not prevent you from attending the meeting and voting in person should you so choose. • Management’s Also included in this booklet as Appendix A is National Oilwell Discussion and Varco’s 2004 Annual Report on Form 10K, which we are distributing to the company’s stockholders in lieu of a separate Analysis annual report. Thank you for your continued support of and interest in National Oilwell Varco. • Consolidated Sincerely, Financial Statements John F. Lauletta Chairman of the Board Merrill A. (Pete) Miller, Jr. President and Chief Executive Officer
  • 2. TABLE OF CONTENTS Page NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ....................................................... 1 PROXY STATEMENT ................................................................................................................. 2 Merger with Varco......................................................................................................................... 5 Proposal No. 1 – Election of Directors .......................................................................................... 5 Committees and Meetings of the Board....................................................................................... 10 Board Compensation.................................................................................................................... 10 Audit Committee Report.............................................................................................................. 14 Proposal No. 2 – Ratification of Independent Auditors............................................................... 16 Corporate Governance ................................................................................................................. 18 Executive Officers ....................................................................................................................... 20 Stock Ownership.......................................................................................................................... 22 Executive Compensation ............................................................................................................. 25 Employment Contracts................................................................................................................. 27 Certain Relationships and Related Transactions.......................................................................... 29 Compensation Committee Report on Executive Compensation.................................................. 29 Performance Graph ...................................................................................................................... 32 Section 16(a) Beneficial Ownership Reporting Compliance....................................................... 33 Stockholder Proposals for the 2006 Annual Meeting .................................................................. 33 Annual Report and Other Matters................................................................................................ 33 APPENDIX A ANNUAL REPORT TO STOCKHOLDERS ...........................................................................A-1 General.......................................................................................................................................A-2 Business Strategy .......................................................................................................................A-2 Operations ..................................................................................................................................A-3 Risk Factors ...............................................................................................................................A-6 Properties .................................................................................................................................A-14 Legal Proceedings....................................................................................................................A-14 Submission of Matters To A Vote of Security Holders...........................................................A-14 Market for Registrant’s Common Equity ................................................................................A-15 Selected Financial Data............................................................................................................A-15 Management’s Discussion and Analysis .................................................................................A-16 Controls and Procedures ..........................................................................................................A-27 Securities Authorized for Issuance Under Equity Compensation Plans..................................A-28 Report of Independent Registered Public Accounting Firm....................................................A-33 Management’s Report on Internal Control Over Financial Reporting ....................................A-34 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting..................................................................................................................A-35 Consolidated Financial Statements ..........................................................................................A-36 Notes to Consolidated Financial Statements............................................................................A-40 Valuation and Qualifying Accounts.........................................................................................A-63 NYSE Corporate Governance Matters.....................................................................................A-64
  • 3. NATIONAL OILWELL VARCO, INC. 10000 Richmond Avenue Houston, Texas 77042 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held July 22, 2005 DATE: Friday, July 22, 2005 TIME: 10:00 a.m. (Houston time) PLACE: The Hilton Westchase Hotel 9999 Westheimer Road Houston, Texas 77042 The 2005 annual meeting of stockholders of National Oilwell Varco, Inc. will be held at the Hilton Westchase Hotel, 9999 Westheimer Road, Houston, Texas on Friday, July 22, 2005, at 10:00 a.m. local time, for the following purposes: 1. To elect three directors to hold office for a three-year term; 2. To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the company for 2005; and 3. To consider and act upon any other matters that may properly come before the annual meeting or any postponement or adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR AND FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2005. The Board of Directors has set June 8, 2005 as the record date for the Annual Meeting. If you were a stockholder of record at the close of business on June 8, 2005 you are entitled to vote at the Annual Meeting. A complete list of these stockholders will be available for examination at the Annual Meeting and, during ordinary business hours, at our offices at 10000 Richmond Avenue, Houston, Texas for a period of ten days prior to the Annual Meeting. You are cordially invited to join us at the Annual Meeting. However, to ensure your representation, we request that you return your signed proxy card at your earliest convenience, whether or not you plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and vote in person. By Order of the Board of Directors /s/ M. Gay Mather M. Gay Mather Vice President and Secretary Houston, Texas June 17, 2005
  • 4. NATIONAL OILWELL VARCO, INC. 10000 Richmond Avenue Houston, Texas 77042 PROXY STATEMENT Date: Friday, July 22, 2005 ANNUAL MEETING: Time: 10:00 a.m. (Houston time) Place: Hilton Westchase Hotel 9999 Westheimer Houston, Texas 77042 Proposal 1: For the election of three nominees as directors of the AGENDA: Company for a term of three years. Proposal 2: For the ratification of the appointment of Ernst & Young LLP as independent auditors of the company. RECORD DATE/ All stockholders of record at the close of business on June 8, WHO CAN VOTE: 2005 are entitled to vote. The only class of securities entitled to vote at the Annual Meeting is National Oilwell Varco common stock. Holders of National Oilwell Varco common stock are entitled to one vote per share at the Annual Meeting. PROXIES SOLICITED BY: Your vote and proxy is being solicited by the Board of Directors for use at the Annual Meeting. This proxy statement and enclosed proxy card is being sent on behalf of the Board of Directors to all stockholders beginning on or about June 17, 2005. By completing, signing and returning your proxy card, you will authorize the persons named on the proxy card to vote your shares according to your instructions. If your properly executed proxy does not indicate how you wish PROXIES: to vote your common stock, the persons named on the proxy card will vote FOR election of the three nominees for director (Proposal 1) and FOR the ratification of the appointment of Ernst & Young LLP as independent auditors. You can revoke your proxy at any time prior to the time that the REVOKING YOUR vote is taken at the meeting by: (i) filing a written notice PROXY: revoking your proxy; (ii) filing another proxy bearing a later date; or (iii) casting your vote in person at the Annual Meeting. Your last vote will be the vote that is counted. -2-
  • 5. As of June 8, 2005, there were 172,678,564 shares of National QUORUM: Oilwell Varco common stock issued and outstanding. The holders of these shares have the right to cast one vote for each share held by them. The presence, in person or by proxy, of stockholders entitled to cast at least 86,339,283 votes constitutes a quorum for adopting the proposals at the Annual Meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining a quorum, as will broker non-votes. A broker non-vote occurs when a broker is not permitted to vote on a matter without instructions from the beneficial owner of the shares and no instruction is given. However, there will be no broker non-votes in connection with this meeting as the nature of the proposals to be considered at the meeting allows brokers discretionary voting in the absence of timely instruction from beneficial owners. If you have properly signed and returned your proxy card by mail, you will be considered part of the quorum, and the persons named on the proxy card will vote your shares as you have instructed them. MULTIPLE If you receive multiple proxy cards, this indicates that your PROXY CARDS: shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all of your shares are voted. The Securities and Exchange Commission, or SEC, has adopted HOUSEHOLDING: rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a copy of these materials, other than the Proxy Card, to those stockholders. This process, which is commonly referred to as “householding,” can mean extra convenience for stockholders and cost savings for the Company. Beneficial stockholders can request information about householding from their banks, brokers, or other holders of record. Through householding, stockholders of record who have the same address and last name will receive only one copy of our Proxy Statement and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce printing costs and postage fees. Stockholders who participate in householding will continue to receive separate Proxy Cards. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of Proxy Statements and Annual Reports, or if you hold stock in more than one account and wish to receive only a single copy of the Proxy Statement or Annual Report for your household, -3-
  • 6. please contact ADP Householding Department, in writing, at 51 Mercedes Way, Edgewood, New York 11717, or by phone at (800) 542-1061. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker if you are a beneficial stockholder. COST OF PROXY We have retained InvestorCom, Inc. to solicit proxies from our SOLICITATION: stockholders at an estimated fee of $4,000, plus expenses. This fee does not include the costs of preparing, printing, assembling, delivering and mailing the Proxy Statement. The Company will pay for the cost of soliciting proxies. Some of our directors, officers and employees may also solicit proxies personally, without any additional compensation, by telephone or mail. Proxy materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names. PLEASE VOTE -- YOUR VOTE IS IMPORTANT -4-
  • 7. MERGER WITH VARCO On March 11, 2005, National-Oilwell, Inc., a Delaware corporation (“National Oilwell”) held a special meeting of stockholders to approve the merger of Varco International, Inc., a Delaware corporation (“Varco”) with and into National Oilwell, with National Oilwell being the surviving corporation (the “Merger”). National Oilwell then changed its name to National Oilwell Varco, Inc. (“National Oilwell Varco” or the “Company”), pursuant to the Amended and Restated Agreement and Plan of Merger, effective as of August 11, 2004 (the “Merger Agreement”). At completion of the Merger, National Oilwell stockholders owned approximately 51% of the Company and Varco stockholders owned approximately 49% of the Company. In accordance with the Merger Agreement, five former Varco directors joined the National Oilwell Varco Board when the merger closed on March 11, 2005: John F. Lauletta, Greg L. Armstrong, Eric L. Mattson, Jeffery A. Smisek, and James D. Woods. Our other current directors who were previously elected by stockholders of National Oilwell are: Merrill A. Miller, Jr., Robert E. Beauchamp, Ben A. Guill, David D. Harrison and Roger L. Jarvis. Unless we note otherwise, information about National Oilwell Varco in this proxy statement generally refers to National Oilwell for any time before the merger. ELECTION OF DIRECTORS PROPOSAL NO. 1 ON THE PROXY CARD The Board of Directors of National Oilwell Varco is divided into three classes, each class serving a term of three years. Directors whose terms expire this year include John F. Lauletta, Robert E. Beauchamp, and James D. Woods. On May 18, 2005, Mr. Lauletta, our Chairman of the Board, informed the Board of his intention not to stand for re-election at the Annual Meeting. Upon Mr. Lauletta’s resignation, Merrill A. Miller, Jr., our President and Chief Executive Officer, will succeed Mr. Lauletta as Chairman of the Board. The size of the Board is currently set at ten members. Upon Mr. Lauletta’s resignation, which will create a vacancy in the Board, the Board will reduce the size of the Board to nine members. The Company’s Amended and Restated Certificate of Incorporation provides that any decrease in the number of directors shall be apportioned among the classes as equally as possible. Robert E. Beauchamp, Jeffery A. Smisek and James D. Woods are nominees for directors for a three-year term expiring at the Annual Meeting in 2008, or when their successors are elected and qualified. Upon his election to the class of directors whose terms expire in 2008, Mr. Smisek will resign from the class of directors whose terms expire in 2007, equally apportioning the classes of directors. The Company believes each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have authority to nominate another person, elect a substitute, or reduce the size of the Board. Directors whose terms expire in 2006 and 2007, other than Mr. Smisek, will continue to serve in accordance with their prior election or appointment. Proxies cannot be voted for a greater number of persons than the number of nominees named. -5-
  • 8. Vote Required for Approval Directors are to be elected by a plurality of the votes cast at the meeting. This means that the three nominees receiving the greatest number of votes will be elected. In accordance with New York Stock Exchange rules, a proposal to elect directors is considered to be a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions within the time period specified in the voting instructions submitted by such brokerage firms. Votes withheld for any Director will not be counted. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, we will vote them for the election of the three nominees listed below. Information Regarding Nominees for Director for Terms Expiring in 2008: Expiration Year Date of First Current Became Name Age Term Biography Director Robert E. Beauchamp 45 2005 Mr. Beauchamp has been a Director of the Company 2002 since August 2002. Since 1988, he has served in various capacities at BMC Software, Inc., a leading provider of enterprise management solutions, most recently as President and Chief Executive Officer and as a director. During his sixteen years with BMC, he also served as senior vice president of research & development, vice president of strategic marketing and corporate development, and director of strategic marketing. Jeffery A. Smisek (1) 50 2007 Mr. Smisek has been a Director of the Company 2005 since March 2005. Mr. Smisek served as a Director of Varco (and its predecessor, Tuboscope Inc.) since February 1998. Since December 30, 2004, Mr. Smisek has served as President and a director of Continental Airlines, Inc. Mr. Smisek previously served Continental Airlines, Inc. as: Executive Vice President from March 2003 until December 2004; Executive Vice President — Corporate from May 2001 until March 2003; and Executive Vice President, General Counsel and Secretary from November 1996 to May 2001. -6-
  • 9. Expiration Year Date of First Current Became Name Age Term Biography Director James D. Woods 73 2005 Mr. Woods has been a Director of the Company 2005 since March 2005. Mr. Woods served as a Director of Varco since May 2000, and from 1988 until May 2000 he served as a director of a company acquired by Varco. Mr. Woods is the Chairman Emeritus and retired Chief Executive Officer of Baker Hughes Incorporated. Mr. Woods was Chief Executive Officer of Baker Hughes from April 1987, and Chairman from January 1989, in each case until January 1997. Mr. Woods is also a director of ESCO Technologies, an NYSE-listed supplier of engineered filtration precuts to the process, healthcare and transportation markets; Foster Wheeler Ltd., an OTC-traded holding company of various subsidiaries which provides a broad range of engineering, design, construction and environmental services; OMI Corporation, an NYSE-listed bulk shipping company providing seaborne transportation services primarily of crude oil and refined petroleum products; and USEC Inc., an NYSE-listed supplier of enriched uranium. ___________________ (1) Upon his election to the class of directors whose terms expire in 2008, Mr. Smisek will resign from the class of directors whose terms expire in 2007, equally apportioning the classes of directors. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR. Information Regarding Continuing Directors: Expiration Year Date of First Current Became Name Age Term Biography Director Merrill A. Miller, Jr. 54 2006 Mr. Miller has been a Director of the Company since 2001 May 2001. He served as Chairman of the Board from May 2002 through March 11, 2005. He served as the Company’s Chief Operating Officer from November 2000 through March 11, 2005. He has served as President since November 2000 and as Chief Executive Officer since May 2001. He has served in various senior executive positions with National Oilwell since February 1996. -7-
  • 10. Expiration Year Date of First Current Became Name Age Term Biography Director Greg L. Armstrong 46 2006 Mr. Armstrong has been a Director of the Company 2005 since March 2005. Mr. Armstrong served as a Director of Varco from May 20, 2004 until March 11, 2005. Since 1998, he has been the Chairman of the Board and Chief Executive Officer of Plains All American GP LLC, the general partner and controlling entity of Plains All American Pipeline, L.P., a publicly traded master limited partnership engaged in the business of marketing, gathering, transporting, terminalling and storing crude oil. Mr. Armstrong also serves as a director of the Independent Petroleum Association of America Southwest Texas Region and is a member of the National Petroleum Council. Ben A. Guill 54 2007 Mr. Guill has been a Director of the Company since 1999 1999. He is President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Mr. Guill serves as a director of Dresser, Inc., a leader in the design, manufacture and marketing of highly engineered equipment and services for the energy industry, and T-3 Energy Services, Inc., a consolidator of high- end equipment repair and specialty machining operations focused in the Gulf of Mexico. David D. Harrison 57 2006 Mr. Harrison has been a Director of the Company 2003 since August 2003. Since February 2000, he has served as Executive Vice President and Chief Financial Officer of Pentair, Inc., a diversified manufacturer in water technologies and enclosures businesses. From September 1999 through February 2000, Mr. Harrison was Executive Vice President and Chief Financial Officer of the Scotts Company, a lawn and garden products company. He was Executive Vice President and Chief Financial Officer and a Director of Coltec Industries, a company in the industrial and aerospace arena from 1996 to 1999. He also served as Executive Vice President and Chief Financial Officer of Pentair, Inc. from 1994 to 1996. From 1972 through 1994, Mr. Harrison held various international and domestic finance positions with a combination of General Electric and Borg-Warner Chemicals. -8-
  • 11. Expiration Year Date of First Current Became Name Age Term Biography Director Roger L. Jarvis 51 2007 Mr. Jarvis has been a Director of the Company since 2002 February 2002. He has served as President, Chief Executive Officer and Director of Spinnaker Exploration Company, a natural gas and oil exploration and production company, since 1996 and as its Chairman of the Board since 1998. Mr. Jarvis also serves as a director of The Bill Barret Corporation, a company engaged in the acquisition, exploitation and exploration of oil and gas properties in the Rocky Mountains. Eric L. Mattson 53 2007 Mr. Mattson has been a Director of the Company 2005 since March 2005. Mr. Mattson served as a Director of Varco (and its predecessor, Tuboscope Inc.) since January 1994. Since November 2003, Mr. Mattson has been Senior Vice President and Chief Financial Officer of VeriCenter, Inc., a private provider of managed hosting services. From November 2002 until October 2003, Mr. Mattson worked as an independent consultant. Mr. Mattson was the Chief Financial Officer of Netrail, Inc., a private Internet backbone and broadband service provider, from September 1999 until November 2002. Netrail filed for Chapter 11 Bankruptcy protection in the Northern Georgia district of the United States Bankruptcy Court in July 2001. In November 2002, the Bankruptcy Court approved Netrail’s plan of liquidation and appointed a Trustee to effect the plan. At that time, Mr. Mattson ceased to be the Chief Financial Officer of Netrail. From July 1993 until May 1999, Mr. Mattson served as Senior Vice President and Chief Financial Officer of Baker Hughes Incorporated, a provider of products and services to the oil, gas and process industries. -9-
  • 12. COMMITTEES AND MEETINGS OF THE BOARD Committees The Board of Directors had the following standing committees: Audit, Compensation, and Nominating/Corporate Governance. Number of Meetings Held in 2004 Board of Directors 5 Audit Committee 7 Compensation Committee 1 Nominating/Corporate Governance Committee 2 Attendance at Meetings Each incumbent director attended at least 75% of the meetings of the Board and committees of which that director was a member. Board Compensation Members of the Company’s Board of Directors who are not full-time employees of the Company receive the following cash compensation: • For service on the Board of Directors – an annual retainer of $45,000, paid quarterly; • For service as chairman of the audit committee of the Board of Directors – an annual retainer of $15,000, paid quarterly; • For service as chairman of each of the compensation committee and the nominating/corporate governance committee of the Board of Directors – an annual retainer of $10,000, paid quarterly; • For service as a member of the audit committee of the Board of Directors – an annual retainer of $7,500, paid quarterly; • For service as a member of each of the compensation committee and the nominating/corporate governance committee of the Board of Directors – an annual retainer of $5,000, paid quarterly; and • $1,500 for each Board meeting and each committee meeting attended. Directors of the Board who are also employees of the Company do not receive any compensation for their service as directors. Members of the Board are also eligible to receive awards, including restricted stock, performance awards, phantom shares, stock payments, or SARs under the National Oilwell Varco Long-Term Incentive Plan. - 10 -
  • 13. On May 18, 2005, the Board approved the grant of 7,500 options to each non-employee director under the National Oilwell Varco Long-Term Incentive Plan. The exercise price of the options is $41.63 per share, which was the fair market value of one share of the Company’s common stock on the date of grant. The options have a term of ten years from the date of grant and vest in three equal annual installments beginning on the first anniversary of the date of the grant. In connection with the Merger, all outstanding options under the Amended and Restated Stock Award and Long-Term Incentive Stock Plan granted to non-employee directors who continued service through the effective time of the Merger but were not designated to serve on the board of National Oilwell Varco upon the closing of the Merger became fully exercisable and remained exercisable for a period of three months following the effective date of the Merger. Audit Committee Messrs. Harrison (Chairman), Armstrong, Guill and Mattson are the current members of the Audit Committee. All members of this committee are “independent” within the meaning of the rules governing audit committees by the New York Stock Exchange. The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to: Monitor the integrity of the Company’s financial statements, financial reporting processes, systems of internal controls regarding finance, accounting and legal compliance and disclosure controls and procedures. Select and appoint the Company’s independent auditors, pre-approve all audit and non- audit services to be provided, consistent with all applicable laws, to the Company by the Company’s independent auditors, and establish the fees and other compensation to be paid to the independent auditors. Monitor the independence and performance of the Company’s independent auditors and internal auditing function. Establish procedures for the receipt, retention, response to and treatment of complaints, including confidential, anonymous submissions by the Company’s employees, regarding accounting, internal controls, disclosure or auditing matters, and provide an avenue of communication among the independent auditors, management, the internal auditing function and the Board of Directors. A copy of the Audit Committee Charter, which was included as Appendix II to the Proxy Statement for the 2003 Annual Meeting of Stockholders, is available on the Company’s website, www.natoil.com, under the Investor Relations/Corporate Governance section. Audit Committee Financial Expert The Board of Directors has determined that all members of the Audit Committee meet the New York Stock Exchange standard of having accounting or related financial management expertise and meet the SEC’s criteria of an Audit Committee Financial Expert. Compensation Committee Messrs. Woods (Chairman), Beauchamp, Guill and Smisek are the current members of the Compensation Committee. All members of the Compensation Committee are independent as defined by the applicable New York Stock Exchange listing standards. - 11 -
  • 14. The Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to: Discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers. Approve and evaluate all compensation of directors and executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company. Administer all plans of the Company under which shares of common stock may be acquired by directors or executive officers of the Company. A copy of the Compensation Committee Charter, which was included as Appendix III to the Proxy Statement for the 2003 Annual Meeting of Stockholders, is available on the Company’s website, www.natoil.com, under the Investor Relations/Corporate Governance section. Compensation Committee Interlocks and Insider Participation. During 2004, Messrs. Guill, Beauchamp and Jarvis served on the Compensation Committee. None of these members is a former or current officer or employee of the Company or any of its subsidiaries, is involved in a relationship requiring disclosure as an interlocking executive officer/director, or had any relationship requiring disclosure under Item 404 of Regulation S-K. Nominating/Corporate Governance Committee Messrs. Beauchamp (Chairman), Jarvis, Smisek and Woods are the current members of the Nominating/Corporate Governance Committee. All members of the Nominating/Corporate Governance Committee are independent as defined by the applicable New York Stock Exchange listing standards. The Nominating/Corporate Governance Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to: Ensure that the Board and its committees are appropriately constituted so that the Board and directors may effectively meet their fiduciary obligations to stockholders and the Company. Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of stockholders and candidates to fill vacancies in the Board. Recommend to the Board annually the directors to be appointed to Board committees. Monitor, review, and recommend when necessary, any changes to the Corporate Governance Guidelines. Monitor and evaluate annually how effectively the Board and the Company have implemented the policies and principles of the Corporate Governance Guidelines. A copy of the Nominating/Corporate Governance Committee Charter, which was included as Appendix IV to the Proxy Statement for the 2003 Annual Meeting of Stockholders, is available on the Company’s website, www.natoil.com, under the Investor Relations/Corporate Governance section. - 12 -
  • 15. Director Nominees The Nominating/Corporate Governance Committee has the responsibility of identifying candidates for election as directors; reviewing background information relating to candidates for director; and recommending to the Board of Directors nominees for directors to be submitted to stockholders for election. It is the policy of the committee to consider director candidates recommended by stockholders. Nominees to be evaluated by the Nominating/Corporate Governance Committee are selected by the committee from candidates recommended by multiple sources, including other directors, management, stockholders, and candidates identified by independent search firms (which firms may be paid by the Company for their services), all of whom will be evaluated based on the same criteria. As of June 8, 2005, we had not received any recommendations from stockholders for potential director candidates. All of the current nominees for director are standing members of the Board that are proposed by the entire Board for re-election. Written suggestions for nominees should be sent to the Secretary of the Company at the address listed below. The Board of Directors believes that nominees should reflect the following characteristics: Have a reputation for integrity, honesty, candor, fairness and discretion. Be knowledgeable, or willing to become so quickly, in the critical aspects of the Company’s businesses and operations. Be experienced and skillful in serving as a competent overseer of, and trusted advisor to, the senior management of at least one substantial enterprise. Have a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to the full scope of the Company’s operations and interests. Any stockholder of record who is entitled to vote for the election of directors may nominate persons for election as directors if timely written notice in proper form of the intent to make a nomination at the Annual Meeting is received by the Company at National Oilwell Varco, Inc., 10000 Richmond Avenue – 6th Floor, Houston, TX 77042, Attention: M. Gay Mather, Secretary. The notice must be received no later than June 27, 2005 – 10 days after the first public notice of the Annual Meeting is first sent to stockholders. To be in proper form, the notice must contain prescribed information about the proponent and each nominee, including such information about each nominee as would have been required to be included in a proxy statement filed pursuant to the rules of the SEC had such nominee been nominated by the Board of Directors. - 13 -
  • 16. AUDIT COMMITTEE REPORT The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter adopted by the Board of Directors, include providing oversight to the Company’s financial reporting process through periodic combined and separate meetings with the Company’s independent auditors and management to review accounting, auditing, internal controls and financial reporting matters. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditors. We have reviewed and discussed with senior management the audited financial statements included in the Company’s Annual Report on Form 10-K. Management has confirmed to us that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles. We have discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Sec. 380), as may be modified or supplemented. SAS 61 requires independent auditors to communicate certain matters related to the conduct of an audit to those who have responsibility for oversight of the financial reporting process, specifically the audit committee. Among the matters to be communicated to the audit committee are: (1) methods used to account for significant unusual transactions; (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor's conclusions regarding the reasonableness of those estimates; and (4) disagreements with management over the application of accounting principles, the basis for management's accounting estimates, and the disclosures in the financial statements. We have received from Ernst & Young a letter providing the disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) with respect to any relationships between Ernst & Young LLP and the Company. Ernst & Young LLP has discussed its independence with us, and has confirmed in such letter that, in its professional judgment, it is independent of the Company within the meaning of the federal securities laws. Based on the review of the financial statements, the discussion with Ernst & Young regarding SAS 61, Independence Standards Board Standard No. 1, and receipt from them of the required written disclosures, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s 2004 Annual Report on Form 10-K. Notwithstanding the foregoing, our charter clarifies that it is not our duty to conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of financial statements in accordance with GAAP. Management is also responsible for assuring compliance with laws and regulations and the Company's corporate policies, subject to our oversight in the areas covered by our charter. The independent auditors are responsible for - 14 -
  • 17. expressing opinions on those financial statements and on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting. We are not employees of the Company or accountants or auditors by profession or experts in the fields of accounting or auditing. We rely, and are entitled to rely, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with GAAP and on the representations of the independent auditors included in their report on the Company’s financial statements. The Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with GAAP and applicable laws and regulations. Furthermore, our considerations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with GAAP or that the audit of the Company’s financial statements has been carried out in accordance with GAAP. Members of the Audit Committee David D. Harrison, Committee Chairman Greg L. Armstrong Ben A. Guill Eric L. Mattson - 15 -
  • 18. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS PROPOSAL NO. 2 ON THE PROXY CARD Information Regarding our Independent Auditors The Audit Committee of the Board of Directors has reappointed Ernst & Young LLP as independent auditors for 2005. Stockholders are being asked to vote upon the ratification of the appointment. Representatives of Ernst & Young will attend the Annual Meeting, where they will be available to respond to appropriate questions and have the opportunity to make a statement if they desire. Vote Required for Approval The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will require approval by a majority of the votes cast on the meeting. In accordance with New York Stock Exchange rules, a proposal to ratify independent auditors is considered to be a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions within the time period specified in the voting instructions submitted by such brokerage firms. Abstentions, which will be counted as votes present for the purpose of determining a quorum, will have the effect of a vote against the proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, we will vote them for the election of the three nominees listed below. Audit Fees The Audit Committee pre-approves all services provided by the Company’s independent auditors to the Company and its subsidiaries. Consideration and approval of such services generally occurs in the regularly scheduled quarterly meetings of the Audit Committee. The Audit Committee has delegated the Chairman of the Audit Committee to pre-approve allowed non-audit services, subject to review by the full committee at the next regularly scheduled meeting. The Audit Committee has considered whether the provision of all services other than those rendered for the audit of the Company’s financial statements is compatible with maintaining Ernst & Young’s independence and has concluded that their independence is not compromised. The following table sets forth Ernst & Young LLP’s fees for services rendered during 2003 and 2004. All 2004 services provided by Ernst & Young LLP were pre-approved by the Audit Committee. 2004 2003 (in thousands) Audit Fees $ 2,436 $ 1,162 (1) Audit Related Fees 182 64 (2) Tax Fees 603 1,209 All Other Fees - - Total $ 3,221 $ 2,435 - 16 -
  • 19. (1) Consists primarily of fees for employee benefit plans, due diligence related to acquisition transactions, and accounting consultations. (2) Consists primarily of fees for compliance, planning and advice with respect to various domestic and foreign corporate tax matters. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP. - 17 -
  • 20. CORPORATE GOVERNANCE National Oilwell Varco’s Board of Directors is committed to promoting transparency in reporting information about the Company, complying with the spirit as well as the literal requirements of applicable laws, rules and regulations, and corporate behavior that conforms to corporate governance standards that substantially exceed the consensus view of minimum acceptable corporate governance standards. The Board of Directors adopted Corporate Governance Guidelines which establish provisions for the Board’s composition and function, Board committees and committee membership, evaluation of director independence, the roles of the Chairman of the Board, the Chief Executive Officer and the Lead Director, the evaluation of the Chief Executive Officer, regular meetings of non-management directors, board conduct and review, selection and orientation of directors, director compensation, access to management and independent advisors, and annual review of the Guidelines. A copy of the Guidelines, which was included as Appendix I to the Proxy Statement for the 2003 Annual Meeting of Stockholders, is available on the Company’s website, www.natoil.com, under the Investor Relations/Corporate Governance section. Director Independence The Corporate Governance Guidelines address, among other things, standards for evaluating the independence of the Company’s directors. The Board undertakes an annual review of director independence and considers transactions and relationships during the prior year between each director or any member of his or her immediate family and the Company and its affiliates, including those reported under “Certain Relationships and Related Transactions” in this proxy statement. In May 2005, as a result of this annual review, the Board affirmatively determined that a majority of the members of the Board of Directors are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines. The following directors were affirmed as independent: Greg L. Armstrong, Robert E. Beauchamp, Ben A. Guill, David D. Harrison, Roger L. Jarvis, Eric L. Mattson, Jeffery A. Smisek, and James D. Woods. Lead Director The non-management members of the Board of Directors have appointed Robert E. Beauchamp as Lead Director. The Lead Director is responsible for developing the agenda for, and presiding over the executive sessions of, the Board’s non-management directors, and for acting as principal liaison between the non-management directors and the chief executive officer on matters dealt with in executive session. Policies on Business Ethics and Conduct The Company has a long-standing Business Ethics Policy. In April 2003, the Board adopted the Code of Business Conduct and Ethics For Members of the Board of Directors and Executive Officers and the Code of Ethics for Senior Financial Officers. These codes are designed to focus the Board and management on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help - 18 -
  • 21. to foster a culture of honesty and accountability. As set forth in the Corporate Governance Guidelines, the Board may not waive the application of the Company’s policies on business ethics and conduct for any Director or Executive Officer. Copies of the Code of Business Conduct and Ethics For Members of the Board of Directors and Executive Officers and the Code of Ethics for Senior Financial Officers which were included as Appendixes V and VI to the Proxy Statement for the 2003 Annual Meeting of Stockholders, are available on the Company’s website, www.natoil.com, under the Investor Relations/Corporate Governance section. Communications with Directors The Board has provided a process for interested parties to communicate with our non- management directors. Parties wishing to communicate confidentially with our non-management directors may do so by calling 1-800-372-3956. This procedure is described on the Company’s website, www.natoil.com, in the Investor Relations/Corporation Governance section. Calls to this number will be answered by an independent, automated system 24 hours a day, 365 days a year. A transcript of the call will be delivered to a member of the Audit Committee. Parties wishing to send written communications to the Board, other than sales-related communications, should send a letter addressed to the member or members of the Board to whom the communication is directed, care of the Secretary, National Oilwell Varco, Inc., 10000 Richmond Avenue, Houston, Texas, 77042. All such communications will be forwarded to the Board member or members specified. Director Attendance at Annual Meetings The Company does not have a formal policy with respect to director attendance at annual stockholder meetings. In 2004, all members of the Board were in attendance at the annual meeting. - 19 -
  • 22. EXECUTIVE OFFICERS The following persons are our current executive officers. The executive officers of the Company serve at the pleasure of the Board of Directors and are subject to annual appointment by the Board of Directors. None of the executive officers, directors, or nominees for director has any family relationships with each other. Name Age Position Biography John F. Lauletta (1) 60 Chairman of the Board Mr. Lauletta has been a Director of the Company since March 2005. Until the effective time of the Merger, Mr. Lauletta served as Varco’s Chief Executive Officer since January 1, 2003, Varco’s Chairman of the Board since May 2003 and served on Varco’s board of directors since April 1996. From April 1996 until May 2003, Mr. Lauletta served as Varco’s President. From May 2000 until January 2003, Mr. Lauletta was Varco’s Chief Operating Officer, and from April 1996 until May 2000, he was Varco’s Chief Executive Officer. All references to Varco include references to its predecessor corporation Tuboscope Inc. Mr. Lauletta will resign as Chairman at the Annual Meeting. Merrill A. Miller, Jr. 54 President and Chief Executive Mr. Miller has served as the Company’s Officer President since November 2000 and as Chief Executive Officer since May 2001. Mr. Miller served as Chairman of the Board from May 2002 through March 11, 2005. He served as the Company’s Chief Operating Officer from November 2000 through March 11, 2005. He has served in various senior executive positions with National Oilwell since February 1996. Mr. Miller will succeed Mr. Lauletta as Chairman. Robert Blanchard 44 Vice President, Corporate Mr. Blanchard has served as the Company’s Controller and Chief Accounting Vice President, Corporate Controller and Officer Chief Accounting Officer since May, 2005. Mr. Blanchard as Controller of Varco from 1999 and as its Vice President from 2002 until the Merger. Kenneth L. Nibling 54 Vice President – Human Mr. Nibling has served as the Company’s Resources Vice President – Human Resources since March 2005. He served as Varco’s Vice President-Human Resources and Administration from December 1991 until the Merger. - 20 -
  • 23. Name Age Position Biography Kevin Neveu 44 President – Rig Technology Mr. Neveu has served as President – Rig Technology since March 2005. He served as President of National Oilwell’s Rig Solutions – Western Hemisphere from May 2003 to March 2005 and as President of our Downhole Tools Group from June 2000 to May 2003, and from 1999 to 2000 as Vice President and Managing Director of Downhole Tools. Mr. Reese has served as President – Mark Reese 46 President – Expendable Products Expendable Products since January 2004. He served as President of the Company’s Mission Products Group from August 2000 to January 2004. From May 1997 to August 2000 he was Vice President of Operations for the Company’s Distribution Services Group. Mr. Rettig has served as the Company’s Dwight W. Rettig 44 Vice President and General Counsel Vice President and General Counsel since February 1999, and from February 1998 to February 1999 as General Counsel of the Company’s Distribution Services Group. Haynes B. Smith, III 54 President – Services Mr. Smith has served as President – Services since March 2005. From May 2000 until the Merger, Mr. Smith served as President- Varco Services Group. From July 1996 to May 2000, he was Varco’s Vice President- Western Hemisphere Operations. Clay C. Williams 42 Senior Vice President and Chief Mr. Williams has served as the Company’s Financial Officer Senior Vice President and Chief Financial Officer since March 2005. He served as Varco’s Vice President and Chief Financial Officer from January 2003 to March 11, 2005. From May 2002 until January 2003, Mr. Williams served as Varco’s Vice President Finance and Corporate Development. From February 2001 until May 2002, and from February 1997 until February 2000, he served as Varco’s Vice President—Corporate Development. __________ (1) Mr. Lauletta has resigned as Chairman of the Board effective the date of the 2005 Annual Meeting. - 21 -
  • 24. STOCK OWNERSHIP Security Ownership of Certain Beneficial Owners Based on information filed with the SEC as of the most recent practicable date, this table shows the number and percentage of shares beneficially owned by owners of more than five percent of the outstanding shares of the stock of National Oilwell at December 31, 2004. The number and percentage of shares beneficially owned is based on 85,995,266 shares outstanding as of December 31, 2004. The Company does not have any information available to it at this time regarding shares beneficially owned by owners of more than five percent of the outstanding shares of the stock of National Oilwell Varco after the Merger. No. of Percent 5% Owners Shares of Class FMR Corp.(1)(2) 12,892,572 14.99% 82 Devonshire Street Boston, MA 02109 First Pacific Advisors, Inc.(3) 6,087,400 7.08% 11400 West Olympic Boulevard – Suite 1200 Los Angeles, CA 90064 Neuberger Berman Inc.(4) 5,878,541 6.84% Neuberger Berman, LLC 605 Third Avenue New York, NY 10158-3698 Fred Alger Management, Inc.(5) 4,818,131 5.60% Fred M. Alger III 111 Fifth Avenue New York, NY 10003 (1) Shares owned at December 31, 2004, as reflected in Amendment No. 6 to Schedule 13G filed with the SEC on February 15, 2005. Fidelity Management & Research Company (quot;Fidelityquot;), a wholly-owned subsidiary of FMR Corp. (“FMR”) is the beneficial owner of 12,095,297 shares as a result of acting as investment adviser to various investment companies (the “Funds”). Edward C. Johnson 3d, Chairman of FMR, FMR Corp., through its control of Fidelity, and the Funds each has sole power to dispose of the 12,095,297 shares owned by the Funds. Neither FMR nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly by the Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company (“FMTC”), a wholly-owned subsidiary of FMR, is the beneficial owner of 773,475 shares as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR, through its control of FMTC, each has sole dispositive power over 773,475 shares and sole power to vote or to direct the voting of 773,475 shares owned by the institutional account(s). Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR, representing approximately 49% of the voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail Johnson, a Director of FMR, owns 24.5% of the aggregate outstanding voting stock of FMR. Mr. Johnson 3d is Chairman of FMR and Abigail P. Johnson is a Director of FMR. The Johnson family group and all other Class B Shareholders have entered into a shareholders’ voting - 22 -
  • 25. agreement under which all Class B shares will be voted in accordance with the majority vote of Class B Shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Fidelity International Limited and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies (the quot;International Fundsquot;) and certain institutional investors. Fidelity International Limited is the beneficial owner of 23,800 shares. (2) On February 14, 2005, FMR Corp. filed a Schedule 13G/A with the SEC disclosing beneficial ownership of 14,670,104 shares of Varco common stock. In connection with the Merger on March 11, 2005, each share of Varco common stock was exchanged for .8363 share of the Company common stock. As of March 31, 2005, there were 172,257,132 shares of the Company’s common stock outstanding. (3) Shares owned at December 31, 2004, as reflected in Amendment Number 1 to Schedule 13G filed with the SEC on February 11, 2005. According to the filing, First Pacific Advisors, Inc. has sole voting and dispositive power with respect to none of the shares, shared voting power with respect to 2,311,000 of these shares and shared dispositive power with respect to all of these shares. (4) Shares owned at December 31, 2004, as reflected in Amendment No. 2 to Schedule 13G filed with the SEC on February 15, 2005. According to the filing, Neuberger Berman, Inc. and Neuberger Berman, LLC. have sole voting power with respect to 80,872 of these shares, shared voting power with respect to 4,634,829 of these shares, sole dispositive power with respect to none of these shares and shared dispositive power with respect to all of these shares. (5) Shares owned at December 31, 2004 as reflected in Schedule 13G filed with the SEC on February 11, 2005. According to the filing, Fred Alger Management, Inc. and Fred M. Alger III have sole voting and dispositive power with respect to all of these shares and shared voting and dispositive power with respect to none of these shares. - 23 -
  • 26. Security Ownership of Management This table shows the number and percentage of shares of the Company’s stock beneficially owned as of June 8, 2005 by each of our current directors and executive officers and by all current directors and executive officers as a group. The number and percentage of shares beneficially owned is based on 172,678,564 shares outstanding as of June 8, 2005. Beneficial ownership includes any shares as to which the director or executive officers has the right to acquire within 60 days of June 8, 2005 through the exercise of any stock option warrant or other right. Each stockholder has sole voting and investment power, or shares these powers with his spouse, with respect to the shares beneficially owned. Shares Beneficially Owned Outstanding Options Exercisable Number of Common Within 60 Percent Shares(1) Days of Class* Name of Individual Greg L. Armstrong…………………………………………….. 1,672 0 * Robert E. Beauchamp…………………………………………. 1,250 5,000 * Robert Blanchard……………………………………………… 1,069 6,942 * Ben A. Guill…………………………………………………… 11,157 21,870 * David D. Harrison……………………………………………... 2,000 5,000 * Roger L. Jarvis………………………………………………… 0 12,500 * John F. Lauletta……………………………………………….. 5,890 111,812 * Eric L. Mattson………………………………………………... 8,410 24,250 * Merrill A. Miller, Jr....………………………………………… 164,339 33,333 * Kevin A. Neveu……………………………………………….. 0 0 * Kenneth L. Nibling……………………………………………. 2,607 15,193 * Mark A. Reese………………………………………………… 1,485 0 * Dwight W. Rettig……………………………………………… 0 0 * Jeffery A. Smisek……………………………………………… 6,278 20,905 * Haynes B. Smith………………………………………………. 21,387 36,185 * Clay C. Williams……………………………………………… 20,023 87,725 * James D. Woods………………………………………………. 4,878 0 * All current directors and executive officers as a group (17 persons)…………………………………………………… 252,445 380,715 * *Less than 1 percent. (1) Includes shares deemed held by executive officers and directors in the Company’s 401(k) plans and deferred compensation plans. - 24 -
  • 27. EXECUTIVE COMPENSATION The following table sets forth for the years ended December 31, 2004, 2003 and 2002 the compensation paid by the Company to its Chief Executive Officer and four other most highly compensated executive officers (the “Named Executive Officers”) serving in such capacity at December 31, 2004. SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Payouts Other Securities Name Annual Restricted Underly- All Other and Compen- Stock ing LTIP Compen- (1) Principal sation Award(s) Options/ Payouts sation Position Year Salary($) Bonus($) ($) ($) SARs (#) ($) ($) Merrill A. Miller, Jr. 2004 571,635 443,325 - - 100,000 - 18,187 President and CEO 2003 451,923 46,706 - - 50,000 - 14,250 2002 325,000 - - - 70,000 - 17,938 (2) Steven W. Krablin 2004 404,231 235,123 50,000 - 27,684 Sr. Vice President 2003 339,231 26,295 - - 40,000 - 13,684 and CFO 2002 280,000 - - - 40,000 - 19,600 (3) (4) Gary Stratulate 2004 265,738 154,568 - - 30,000 - 93,083 Group President 2003 255,895 19,835 - - 30,000 - 3,293 Rig Solutions 2002 255,895 - - - 20,000 - 10,826 Eastern Hemisphere (5) Kevin A. Neveu 2004 244,808 142,394 - - 30,000 - 15,375 Group President 2003 217,308 16,844 - - 30,000 - 4,370 Rig Solutions 2002 175,000 - - - 20,000 - 13,125 Western Hemisphere Mark A. Reese 2004 248,462 144,519 - - 30,000 - 15,425 Group President 2003 196,154 15,204 - - 30,000 - 78,867 Expendable Products 2002 175,000 - - - 20,000 - 14,875 (1) These amounts include: (a)The Company’s cash contributions for 2004 under the National-Oilwell Retirement and Thrift Plan, a defined contribution plan, on behalf of Mr. Miller - $14,350; Mr. Krablin - $9,904; Mr. Stratulate - $14,350; Mr. Neveu - $15,375; and Mr. Reese - $15,425. (b)The Company’s cash contributions for 2004 under the National-Oilwell Supplemental Savings Plan, a defined contribution plan, on behalf of Mr. Miller - $3,837; Mr. Krablin - $17,780; and Mr. Stratulate - $930. (2) At the effective time of the Merger, Mr. Krablin ceased service as Sr. Vice President and CFO. His employment was terminated effective April 1, 2005. (3) In connection with the organization of the Company following the Merger, the position of Group President Rig Solutions – Eastern Hemisphere was eliminated. Mr. Stratulate remains in the employ of the Company. (4) Includes $77,803 of taxable tuition related to Mr. Stratulate’s participation in Harvard Business School’s Advanced Management Program. (5) Mr. Neveu has served as President of the Company’s Rig Technologies Group since March 2005. - 25 -
  • 28. Grants of Options/SAR’s in Last Fiscal Year The following table provides information concerning stock options granted to Named Executive Officers during the fiscal year ended December 31, 2004. The Company has granted no stock appreciation rights. Gains Bas ed on A s s umed Rates of Stock Price A ppreciation for Option 2004 Option Grants Term Percent of 2004 Employee Exercis e Options Option Price per Expiration A s s umed A s s umed Granted Grants Share ($) Date Rate 5% ($) Rate 10% ($) M errill A . M iller, Jr. 100,000 9.2% 28.22 03/12/14 1,774,741 4,497,541 Steven W . Krablin (1) 50,000 4.6% 28.22 02/15/13 887,370 2,248,771 Gary Stratulate 30,000 2.8% 28.22 02/15/13 532,422 1,349,262 Kevin A . Neveu 30,000 2.8% 28.22 02/15/13 532,422 1,349,262 M ark A . Rees e 30,000 2.8% 28.22 02/15/13 532,422 1,349,262 __________ (1) At the effective time of the Merger, Mr. Krablin ceased service as Sr. Vice President and CFO. His employment was terminated effective April 1, 2005. The option exercise price per share is equal to the fair market value of a share of Common Stock on the date of grant. The grants have terms of ten years from the date of grant and vest in three equal annual installments beginning one year from the date of grant. Option Exercises and Year-End Option Values The following table provides information about option exercises by the Named Executive Officers during 2004 and the value of unexercised options held by them at December 31, 2004. Number of Unexercis ed Value of Unexercis ed Options at in-the-money Options 2004 Stock Option Exercis es December 31, 2004 at December 31, 2004 Shares A cquired on Exercis e Value Realized Exercis able Unexercis able Exercis able Unexercis able M errill A . M iller, Jr. 0 $ - 157,035 156,668 $ 1,598,708 $ 1,603,088 Steven W .Krablin (1) 89,469 1,424,794 114,709 90,001 1,128,400 980,983 Gary Stratulate 0 - 56,774 56,667 903,944 626,839 Kevin A . Neveu 13,333 230,350 22,584 56,667 189,110 626,839 M ark A . Rees e 27,765 280,737 9,629 56,667 - 626,839 __________ (1) At the effective time of the Merger, Mr. Krablin ceased service as Sr. Vice President and CFO. His employment was terminated effective April 1, 2005. - 26 -
  • 29. The Company made no awards during 2004 under any Long-Term Incentive Plan, nor did the Company at December 31, 2004 have any defined benefit or actuarial plans under which benefits are determined primarily by final compensation and years of service. However, the Company has assumed defined benefit plans in connection with prior acquisitions but none of our named executive officers as of December 31, 2004 was eligible to participate in these plans. Employment Contracts and Termination of Employment and Change-in-Control Arrangements The Company entered into employment agreements on January 1, 2002 with Messrs. Miller and Krablin. Under the employment agreements, Messrs. Miller and Krablin are provided base salaries, currently set at $600,000 and $400,000, respectively. The employment agreements also entitle them to receive an annual bonus and to participate in the Company’s incentive, savings and retirement plans. The agreements each have a term of three years and are automatically extended on an annual basis. The agreements provide for a base salary, participation in employee incentive plans, and employee benefits as generally provided to all employees. In addition, the agreements contain certain termination provisions. If the employment relationship is terminated by the Company for any reason other than (i) voluntary termination; (ii) termination for cause (as defined); (iii) death; or (iv) long-term disability; or if the employment relationship is terminated by the employee for Good Reason, the employee is entitled to receive three times the sum of his current base salary plus the highest annual bonus received by the employee over the preceding three-year period, three times the amount equal to the total of the employer matching contributions under the Company’s Retirement and Thrift Plan and Supplemental Savings Plan, and three years participation in the Company’s welfare and medical benefit plans. The employee shall have the right, during the 60-day period after such termination, to elect to surrender all or part of any stock options held by the employee at the time of termination, whether or not exercisable, for a cash payment equal to the spread between the cost of the option and the highest reported per share sales price during the 60-day period prior to the date of termination. Any option not so surrendered will remain exercisable until the earlier of one year after the date of termination or the stated expiration date of the specific option grant. Under the agreements, termination by the employee for “Good Reason” means (i) the assignment to the employee of any duties inconsistent with his current position or any action by the Company that results in a diminution in the employee’s position, authority, duties or responsibilities; (ii) a failure by the Company to comply with the terms of the agreement; or (iii) the requirement of the employee to relocate or to travel to a substantially greater extent than required at the date of the agreement. In addition, compensation will be “grossed up” for any excise tax imposed under Section 4999 of the Internal Revenue Code as a result of any payment or benefit provided to Messrs. Miller or Krablin under the employment agreements. The agreements also contain restrictions on competitive activities and solicitation of our employees for three years following the date of termination. Mr. Krablin, whose employment was terminated effective April 1, 2005 in connection with the Merger, has received $2,174,050 related to the severance payment under his employment contract and $1,792,476 related to the value of unexercisable options that became exercisable. In addition, Mr. Krablin will receive the above-described benefits as a result of his termination. We entered into employment agreements on January 1, 2002 with Messrs. Neveu and Reese that contain certain termination provisions. Under the employment agreements, Messrs. Neveu and Reese are provided base salary, currently set at $250,000 each. The agreements have a one-year term and are automatically extended on an annual basis. The agreements also provide for participation in employee incentive plans, and employee benefits as generally provided to all - 27 -
  • 30. employees. If the employment relationship is terminated by The Company for any reason other than (i) voluntary termination; (ii) termination for cause (as defined); (iii) death; or (iv) long- term disability; or if the employment relationship is terminated by the employee for Good Reason, the employee is entitled to receive the sum of his current base salary plus the highest annual bonus he would be entitled to earn under the current year incentive plan and an amount equal to the total of the employer matching contributions under the Company’s Retirement and Thrift Plan and Supplemental Savings Plan, and one year’s participation in the Company’s welfare and medical benefit plans. The agreements also contain restrictions on competitive activities and solicitation of our employees for one year following the date of termination. We entered into an employment agreement with Mr. Stratulate in connection with the June 28, 2000 merger between the Company and IRI International Corporation. Under the employment agreement, Mr. Stratulate is provided a base salary currently set at $255,895. The agreement also provides for participation in employee incentive plans, and employee benefits as generally provided to all employees. The agreement automatically extends for one year on an annual basis. If Mr. Stratulate’s employment is involuntarily terminated at any time without cause, he will have the right to receive a lump sum payment of 150% of his base salary. The agreement also contains restrictions on competitive activities and solicitation of our employees for one year following the date of termination. Additionally, the Company’s stock option agreements provide for full vesting of unvested outstanding options in the event of a change of control of the Company and a change in the optionee’s responsibilities following a change of control. Lauletta Termination. Mr. Lauletta’s employment will terminate effective June 30, 2005. Since his termination is within 24 months of the [Merger] and for a Good Reason, as defined in his employment agreement, Mr. Lauletta is entitled to receive the following severance compensation and benefits: (a) a lump sum cash payment equal to three times the sum of his (i) base salary, (ii) his annual bonus at expected value, (iii) the annual contributions expected under the Company’s 401(k) Plan and Deferred Compensation Plan, (iv) the expected costs of the medical and dental benefits (based on the cost sharing arrangement in place on the date of termination), and (v) certain automobile costs (grossed-up for taxes); (b) a lump sum cash payment equal to the sum of (i) his annual bonus for 2005 at the higher of its expected value or actual results during the year of termination, which is pro-rated to his date of termination and (ii) 15% of his base salary; (c) full vesting of all accrued benefits under the Company’s SERP (with certain enhanced benefits), deferred compensation plan and retiree medical plan, as applicable, all restricted stock awards, and an extended exercise period for his stock options; (d) payment of awards earned under any intermediate or long-term bonus plan; and (e) a parachute tax gross-up payment so that Mr. Lauletta receives the same amount after tax that he would have received had none of these payments been subject to the 20% excise tax applicable to “parachute payments.” The amount of the cash payments to be made to Mr. Lauletta is estimated to be $4.0 million. - 28 -
  • 31. Certain Relationships and Related Transactions We transact business with companies with which certain of our Directors are affiliated. All transactions with these companies are on terms competitive with other third party vendors, and none of these is material either to us or any of these companies. Compensation Committee Report on Executive Compensation National Oilwell Varco’s executive compensation program is administered by the Compensation Committee of the Board of Directors. The committee establishes specific compensation levels for the Company’s executive officers and administers the Company’s stock award plans. The Compensation Committee’s philosophy regarding executive compensation is to design a compensation package that will attract and retain key executives focused on the Company's annual growth and long-term strategy. The committee’s objective is to provide compensation packages for key executives that offer compensation opportunities in the median range of oilfield service companies with a similar market capitalization. Data sources included industry survey groups, national survey databases, proxy disclosures and general trend data, which are updated annually. Components of the executive compensation program for 2004 were base salary, participation in the Company's annual cash incentive plan and the grant of non-qualified stock option awards. Base Salary. Salary levels are based on factors including individual performance, level and scope of responsibility and competitive salary levels within the industry. The Company does not give specific weights to these factors. The committee determines median base salary levels by a comprehensive review of information provided in proxy statements filed by oilfield service companies with similar market capitalizations monitored in the Simmons & Company International Oilfield Service Monthly Performance and Valuation Guide. Each executive is reviewed individually on an annual basis. Salary adjustments are based on the individual’s experience and background, the individual’s performance during the prior year, the general movement of salaries in the marketplace, our financial position and the recommendations of our chief executive officer. As a result of these factors, an executive’s base salary may be above or below the targeted median at any point in time. Based on the Company’s positive financial results and the criteria for the salary determinations, the Company’s named executive officers, other than its chief executive officer, received the following salary increases: Mr. Krablin – from $350,000 to $400,000; Mr. Neveu – from $225,000 to $250,000; and Mr. Reese – from $200,000 to $250,000. Annual Incentive Awards. Substantially all exempt employees, including executive officers, participated in the Company incentive plan in 2004, aligning a portion of each employee’s cash compensation with Company performance against a predetermined operating income target. As in prior years, the incentive plan provided for cash awards if objectives related to the Company’s financial performance were met, and participant award opportunities varied depending upon individual levels of participation. Payouts were calculated by multiplying the increase in operating profit over a pre-determined level based on the Company’s financial plan by the participant’s base salary multiplied by the participant’s participation level. The chief executive officer’s participation level was 100%, and the executive officers’ participation level was 75%. The Company had to achieve an established minimum operating profit target before awards were earned by any employees, including executive officers, with higher levels of performance resulting in increased payments based upon an established progression. Additionally, certain key - 29 -

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