SecProbe.io

June 1 1, 2013

Via E -mail
Merrill A. Miller, Jr.
Chief Executive Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, TX 77036

Re:  National Oilwell Varco, Inc.
Form 10 -K for Fiscal Year Ended
December 31, 2012
Filed February 22, 2013
File No. 001 -12317

Dear Mr. Miller :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may  better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments  apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional  comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Risk Factors, page 19

1. We note your disclosure on  page 23 under “ —We had revenues of 10% of total
revenue…” that Samsung Heavy Industries’ purchases reflect a significant portion of
your revenues. Please tell us whether you have an agreement memorializing this
arrangement and, if so, please provide your analysis as to why it is not filed. See Item
601(b)(10) of Regulation S -K.

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc.
June 1 1, 2013
Page 2

 Notes to Consolidated Financial Statements

Note 14  – Income Taxes, page 92

2. We note the disclosure per page 94 of your Form 10 -K regarding the expiration of net
operating loss carryforwards.  Please revise to more clearly indicate the specific periods
in which your net operating loss carryforwards expire.   Refer to  FASB ASC 740-10-50-
3a.

3. We note the disclosure per page 94 of your Form 10 -K stating that you  repatriated  non-
U.S. earnings during the fiscal year ended December 31, 2012.  Please describe the nature
of the non -U.S. earnings that were repatriate d.  For example, tell us the country from
which these earnings were repatriated and explain why management decided this was an
appropriate course of action during the fiscal year ended December 31, 2012.  In
addition, we note the disclosure stating that th e undistributed earnings of certain of your
foreign subsidiaries are considered to be permanently reinvested.  In light of the recent
repatriation of non -U.S. earnings, please tell us about the specific reinvestment plans in
place supporting this conclusio n.  Refer to FASB ASC 740 -30-25-17.

Note 15 – Business Segments and Geographic Areas, page 95

4. We note that you identify numerous product s and services offered  by each of your
operating segments as part of this footnote, in the forepart of your Form 10 -K, and on
your website .  Please tell us how you evaluated your products and services for the
disclosure  required by FASB ASC 280 -10-50-40.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc.
June 1 1, 2013
Page 3

 You may contact Svitlana Sweat, Staff Accountant, at (202) 551 -3326, or Ethan
Horowitz, Branch Chief, at (202) 551 -3311, if you have questions regarding comments on the
financial statements and related matters. Please contact Paul Monsour, Staff Attorney, at (202)
551-3360, or, in his absence, Sirimal Mukerjee, Staff Attorney, at (202) 551 -3340 with any other
questions.

Sincerely,

 /s/H. Roger Schwall

        H. Roger Schwall
Assistant  Director