SecProbe.io

November 30 , 2017

Ms. Brigitte M. Hunt
Vice President
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, TX 77036 -6565

Re: National Oilwell Varco , Inc .
Schedule TO -I
Filed November 21 , 2017
File No. 005 -49577

Dear Ms. Hunt :

We have limited our review of the above filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand the disclosure.

Please respond to this letter by amendin g the filing or providing the requested
information.  If you do not believe our comments apply to the facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Offering Memorandum

How will the amount of the Cash Payment be determined?  page 9

1. Disclosure indicates that the amount of the Cash Payment will be determine d based on
the closing price of the Company’s common stock on the Expiration Date .  Thus, it
appears that certain material terms of the offer will be unknown until some point after the
close of trading on the Expiration Date. This structure appears to be i nconsistent with
Item 4 of Schedule TO and corresponding Item 1004(a) of Regulation M -A.  Please
advise.

May the Company cancel this Offer, page 14

2. The Company  appears to be asserting its absolute right to terminate the O ffer.  Please
revise to clarify that the O ffer may only be terminated or withdrawn upon the occurrence
of stated condi tions on or prior to the Expiration Date.

Ms. Brigitte M. Hunt
National Oilwell Varco, Inc.
November 30 , 2017
Page 2
 When will I receive my Cash Payment and my Amended SARs and New Options grant
documents? page 16

3. Disclosure indicates that you will make the Cash Payment to Eligible Holders  on
December 29, 2017, nine calendar da ys following expiration of the Offer.  Please advise
us how this complies with  the prompt payment requirement under Rule 13e -4(f)(5).

Section 7. Conditions of this O ffer, page 25

4. Disclosure indicates that the board of directors may determine in its sole discre tion to
withdraw or terminate the Offer.  The inclusion of offer conditions that enable the issuer
to terminate the tender offer or its obligation to purchase based on events within its
control could render the offer illusory  and in contravention of Exchange Act Section
14(e).  Please revise to avoid the implic ation that the Offer may be terminated based on
actions or inactio ns completely within the issuer ’s control.

Section 9. Information Concerning National Oilwell Varco, Inc., page 30

5. We note that you incorporated your financial statements by reference to your annual
report on Form 10 -K and quarterly reports on Form 10 -Q.  Please revise your disclosure
to include all of the summarized financial information required by  Item 1010(c)  of
Regulation M -A.  See Instruction 6 to Item 10 of Schedule TO.

We remind you that the filing persons are responsible for the accuracy and ade quacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3589 if you have any questions regarding our comments.

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc: J. Eric Johnson
Locke Lord  LLP