e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM
TO
Commission file number 1-12317
A. |
|
Full title of the plan and the address of the plan, if different from that of the
issuer named below: |
Grant Prideco, Inc. 401(k) Savings Plan
B. |
|
Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office: |
National Oilwell Varco, Inc.
7909 Parkwood Circle Dr.
Houston, Texas 77036
Grant Prideco, Inc. 401(k) Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2007 and 2006, and Year Ended December 31, 2007
Contents
Schedules not filed herein are omitted because of the absence of conditions under which they are
required.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee of the
Grant Prideco, Inc. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Grant
Prideco, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2007 and 2006 and the related
statement of changes in net assets available for benefits for the year ended December 31, 2007.
These statements are the responsibility of the Plans management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and
the changes in net assets available for benefits for the year ended December 31, 2007 in conformity
with U.S. generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The accompanying supplemental schedule is presented for the purpose of
additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental
schedule is the responsibility of the Plans management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Pannell Kerr Forster of Texas, P.C.
Houston, Texas
June 23, 2008
3
Grant Prideco, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2007 |
|
2006 |
Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
130,046 |
|
|
$ |
31,856 |
|
Investments, at fair value |
|
|
95,896,265 |
|
|
|
77,256,511 |
|
Investment income receivable |
|
|
6,363 |
|
|
|
3,996 |
|
|
|
|
Total assets |
|
|
96,032,674 |
|
|
|
77,292,363 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits at fair value |
|
|
96,032,674 |
|
|
|
77,292,363 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for
investments in fully benefit-responsive contracts |
|
|
93,308 |
|
|
|
132,649 |
|
|
|
|
Net assets available for benefits |
|
$ |
96,125,982 |
|
|
$ |
77,425,012 |
|
|
|
|
See accompanying notes.
4
Grant Prideco, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2007
|
|
|
|
|
Additions
|
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
6,484,590 |
|
Investment income |
|
|
4,395,525 |
|
Participant contributions |
|
|
8,938,458 |
|
Employer contributions |
|
|
4,366,995 |
|
Rollovers |
|
|
813,529 |
|
Plan transfers |
|
|
1,239,331 |
|
|
|
|
|
Total additions |
|
|
26,238,428 |
|
|
|
|
|
|
Deductions |
|
|
|
|
Benefits paid to participants and beneficiaries |
|
|
7,505,258 |
|
Administrative expenses |
|
|
32,200 |
|
|
|
|
|
Total deductions |
|
|
7,537,458 |
|
|
|
|
|
|
Net increase |
|
|
18,700,970 |
|
|
|
|
|
|
Net assets available for benefits, beginning of the year |
|
|
77,425,012 |
|
|
|
|
|
Net assets available for benefits, end of the year |
|
$ |
96,125,982 |
|
|
|
|
|
See accompanying notes.
5
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2007
1. Description of the Plan
The following description of the Grant Prideco, Inc. 401(k) Savings Plan (the Plan) provides
only general information. Participants should refer to the plan document for a more complete
description of the Plans provision.
General
The Plan is a defined contribution plan, established November 1, 1999, covering all employees who
have completed one hour of service for Grant Prideco, Inc., and affiliated employers
(collectively, the Company). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Participants may elect to contribute to the Plan, by payroll deductions, a portion of their
compensation on a pretax basis subject to certain limitations. Participants may also elect to
contribute after-tax compensation subject to certain limitations. In addition, participants may
contribute amounts representing rollover distributions from other qualified plans.
After one year of service the Company matches 100% of the participants contributions up to 3% of
compensation plus 50% of the participants contributions up to the next 3% of compensation. The
Company, solely at the discretion of the Board of Directors, may make additional discretionary
contributions to the Plan. There were no additional discretionary contributions made during 2007
or 2006.
Participants direct all contributions in various investment options offered by the Plan. The
Company was created as a result of a spin-off from Weatherford International, Ltd.
(Weatherford). Weatherford common stock is held in a separate fund; however, participants
cannot direct future contributions or fund transfers to this fund.
6
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participant Accounts
Each participants account is credited with the participants and the Companys matching
contributions, an allocation of the Companys discretionary contribution, if applicable, and Plan
earnings or losses thereon. Earnings or losses are allocated by fund based on the ratio of the
participants account invested in a particular fund to all participants investments in that fund.
Participant Loans
Participants may borrow from their account balance a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or one-half of the present value of the account balance. Generally, the term of
the loan will not be more than five years unless approved by the Loan Committee and the proceeds
are to be used for the purchase of a primary residence. The loan is fully secured by a pledge of
the participants account balance and bears interest at a rate commensurate with local prevailing
rates, as determined by the Loan Committee.
Vesting
Participants are immediately vested in all contributions plus actual earnings thereon.
Withdrawals and Terminations
Participants may withdraw the value of their after-tax contributions to the Plan at any time and
for any reason during the year, with a minimum withdrawal of $500. A participants pretax
contributions and Company contributions will be available to a participant who has attained age 591/2
or in the event of severe and immediate financial hardship. Withdrawals based on financial
hardship result in a suspension of contributions for six months.
In the event of normal retirement, total and permanent disability, or death while actively
employed, the full value of a participants account balance will be distributed to the participant
or their beneficiaries. Upon termination of employment, participants have the option to receive an
immediate distribution of their entire account balance or to defer payment until some later date,
but not later than the time prescribed by law.
7
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Expenses of the Plan
Certain administrative expenses of the Plan are paid by the Company.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. Should the Plan terminate at some future time, the assets would be distributed as
prescribed by ERISA.
Plan Transfers
In 2007, plan assets of $1,239,331 for employees of a subsidiary acquired by the Company were
transferred into the Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared and presented in accordance with the accrual
basis of accounting. Benefits are recorded when paid.
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
8
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Investments Valuation and Income Recognition
The Plans investments in mutual funds and common shares are valued in units at fair value based on
quoted market prices. The fair value per unit of investments in common/collective trusts is
determined by each funds trustee based on the fair value of the underlying securities within that
fund.
The Merrill Lynch Retirement Preservation Trust Fund, a common/collective trust, primarily holds
investments in fully benefit-responsive insurance contracts that provide that the Plan may make
withdrawals at contract value for benefit responsive requirements. Accordingly, the Plans
investment in units of the Merrill Lynch Retirement Preservation Trust Fund is presented at fair
value in the Statements of Net Assets Available for Benefits, with an adjustment to its contract
value separately disclosed. The Merrill Lynch Retirement Preservation Trust Funds reported fair
value is determined as the sum of (a) the fair value of the investments in guaranteed insurance
contracts and security-backed investment contracts that are wrapped by an insurance company, bank
or other financial institution as determined by that funds trustee and (b) the fair value of that
funds investments in externally managed collective investment funds as determined by those funds
trustees. The Merrill Lynch Retirement Preservation Trust Funds contract value represents
contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value. Certain events limit the ability of the Plan to
transact at contract value with the issuer. Such events include the following: (i) amendments to
the Plan documents (including complete or partial Plan termination or merger with another plan);
(ii) changes to the Plans prohibition on competing investment options or deletion of equity wash
provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor events (e.g., divestitures
or spin-offs of the trust to qualify for exemption from federal income taxes or any required
prohibited transaction exemption under ERISA). The Plan administrator does not believe that the
occurrence of any such value event, which would limit the Plans ability to transact at contract
value with participants, is probable.
9
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Investments Valuation and Income Recognition (continued)
Participant loans are valued at cost less principal repayments, which approximates fair value.
Purchases and sales of shares in the investments funds are recorded on the trade date. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan
presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation
(depreciation) in the fair value of its investments, which consists of the realized gains or loses
and the unrealized appreciation (depreciation) on those investments.
Determination of Realized and Unrealized Gain or Loss on Investments
Unrealized appreciation or depreciation in the fair values of investments held at year-end is
determined using the fair market value at the beginning of the year or the purchase price if the
investment is acquired during the year. The realized gain or loss on the sale on investments is
determined using historical cost. Upon the sale of an investment, the current year unrealized
appreciation or depreciation is adjusted for unrealized gains and losses recognized in prior years.
Unrealized appreciation or depreciation and realized gains and losses are reported as net
appreciation or depreciation in fair value of investments in the statement of changes in Net Assets
Available for Benefits.
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, expands disclosures about fair value
measurements and applies to reporting periods beginning after November 15, 2007. Based on current
assets held by the Plan, the Plans management does not expect the adoption of SFAS No. 157 to have
a material impact on the Plans financial statements.
10
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
3. Investments
The Plans individual investments that represent 5% or more of the fair value of the Plans net
assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2007 |
|
2006 |
|
|
|
Merrill Lynch Retirement Preservation Trust* |
|
$ |
10,069,965 |
|
|
$ |
6,984,079 |
|
BlackRock International Value Fund (Class I) |
|
|
10,470,832 |
|
|
|
8,279,820 |
|
Davis New York Venture Fund (Class A) |
|
|
14,137,311 |
|
|
|
11,309,785 |
|
Common Stock of Grant Prideco, Inc. |
|
|
9,325,305 |
|
|
|
8,899,996 |
|
Loomis Sayles Strategic Income Fund (Class A) |
|
|
20,299,214 |
|
|
|
16,549,809 |
|
Loomis Sayles Growth Fund (Class A) |
|
|
11,177,565 |
|
|
|
8,863,456 |
|
|
|
|
* |
|
Contract value for the Merrill Lynch Retirement Preservation Trust is $10,163,273
for 2007 and $7,116,728 for 2006, respectively. |
During 2007, the Plans investments (including gains and losses on investments
purchased and sold, as well as held, during the year) appreciated in fair value as
follows:
|
|
|
|
|
|
|
2007 |
|
Mutual funds |
|
$ |
2,975,755 |
|
Common stocks |
|
|
3,508,835 |
|
|
|
|
|
|
|
$ |
6,484,590 |
|
|
|
|
|
4. Risks and Uncertainties
The Plan provides for investment in various investment securities which, in general, are exposed to
various risks, such as interest rate, credit, and overall market volatility risks. Due to the
level of risk associated with certain investment securities, it is reasonably possible that changes
in the values of investment securities will occur in the near term and that such changes could
materially affect the amounts reported in the Statement of Net Assets Available for Benefits and
participant account balances.
11
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
5. Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated December 14,
2001, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the Plan is exempt from taxation. Subsequent to this determination by the
Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The plan administrator
believes the Plan is being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan, as amended and restated, is qualified and the Plan is tax
exempt.
6. Related Party Transactions
Certain Plan investments are units in Company stock and investment funds offered and managed by
Merrill Lynch Trust Company, FSB, Trustee. These transactions qualify as party-in-interest
transactions.
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of Net Assets Available for Benefits per the financial statements
at December 31, 2007 and 2006, to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the financial
statements |
|
$ |
96,125,982 |
|
|
$ |
77,425,012 |
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
|
(93,308 |
) |
|
|
(132,649 |
) |
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
96,032,674 |
|
|
$ |
77,292,363 |
|
|
|
|
12
Grant Prideco, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
7. Reconciliation of Financial Statements to Form 5500 (continued)
The following is a reconciliation of the net increase in Net Assets Available for Benefits per the
financial statements for the year ended December 31, 2007 to Form 5500:
|
|
|
|
|
|
|
2007 |
|
Net increase in Net Assets Available
for Benefits per the financial
statements |
|
$ |
18,700,970 |
|
Adjustments from contract value to
fair value for fully benefit
responsive investment contracts |
|
|
39,341 |
|
|
|
|
|
Net increase in Net Assets Available
for Benefits per Form 5500 |
|
$ |
18,740,311 |
|
|
|
|
|
8. Subsequent Events
The Plan Sponsor was purchased by National Oilwell Varco, Inc. on April 21, 2008. Eligible
employees continue to participate in the Plan.
13
Grant Prideco, Inc. 401(k) Savings Plan
Schedule H, Line 4i Schedule of Assets (Held At End of Year)
EIN: 76-0312499 PN: 001
December 31, 2007
|
|
|
|
|
|
|
(a)(b)Identity of Issue |
|
(c)Description of Investment |
|
Current (e)Value |
|
*Merrill Lynch |
|
Merrill Lynch Retirement Preservation Trust |
|
$ |
10,069,965 |
|
*BlackRock, Inc. |
|
BlackRock International Value Fund (Class I) |
|
|
10,470,832 |
|
*BlackRock, Inc. |
|
BlackRock Total Return Portfolio |
|
|
522,217 |
|
Davis Venture Group |
|
Davis New York Venture Fund (Class A) |
|
|
14,137,311 |
|
*Grant Prideco, Inc. |
|
Common Stock of Grant Prideco, Inc. |
|
|
9,325,305 |
|
Loomis Sayles & Co. |
|
Loomis Sayles Strategic Income Fund (Class A) |
|
|
20,299,214 |
|
Loomis Sayles & Co. |
|
Loomis Sayles Growth Fund (Class A) |
|
|
11,177,565 |
|
Weatherford
International, Ltd |
|
Common Stock of Weatherford International, Ltd. |
|
|
591,901 |
|
Columbia Funds |
|
Columbia Acorn Select Fund (Class A) |
|
|
3,393,152 |
|
Fidelity Advisor |
|
Fidelity Advisor Leveraged Company Stock Fund (Class T) |
|
|
4,261,780 |
|
Oppenheimer Funds |
|
Oppenheimer International Small
Company Fund (Class A) |
|
|
2,716,021 |
|
Fidelity Advisor |
|
Fidelity Advisor Small Cap Fund (Class T) |
|
|
2,146,193 |
|
Oppenheimer Funds |
|
Oppenheimer Small & Mid Cap Value Fund (Class A) |
|
|
3,407,291 |
|
*Participant loans |
|
Various maturity dates, interest rates at 5.0% -10.5% |
|
|
3,377,518 |
|
|
|
|
|
|
|
|
|
|
|
$ |
95,896,265 |
|
|
|
|
|
|
|
Historical cost information, column (d), is not presented since the investments displayed are
participant directed.
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
Date: June 25, 2008 |
GRANT PRIDECO, INC. 401(k)
SAVINGS PLAN
|
|
|
By: |
/s/ Daniel L. Molinaro
|
|
|
|
Daniel L. Molinaro |
|
|
|
Member of the National Oilwell Varco
Benefits Plan Administrative Committee |
|
15
INDEX TO EXHIBITS
|
|
|
Exhibit No |
|
Description |
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm Pannell Kerr Forster of Texas, P.C. |
16