SecProbe.io

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                                                          April 2, 2026

Rodney C. Reed
Senior Vice President and Chief Financial Officer
NOV Inc.
10353 Richmond Avenue
Houston, Texas 77042-4103

       Re: NOV Inc.
           Form 10-K for the Fiscal Year ended December 31, 2025
           Filed February 12, 2026
           File No. 001-12317
Dear Rodney C. Reed:

       We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

   March 27, 2026 U.S. Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Mr. Gus Rodriguez Re: NOV Inc. (the “ Company ”) Form 10-K for the Fiscal Year ended December 31, 2025 Filed February 12, 2026 File No. 001-12317 Ladies and Gentlemen:   This letter responds to the comments that the Company received from the Staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ” or the “ SEC ”) on March 18, 2026. For your convenience, the Company’s responses are prefaced by the Commission’s comment in bold text.   Form 10-K for the Fiscal Year ended December 31, 2025 Financial Statements Note 16 - Business Segments and Geographic Areas, page 81 1. We note that you include two tables on page 83 having various segment details, including one with "Pre-tax Other Items," which are described in footnote (2) to the other table and included in various line items of the other table. Please modify your disclosures as necessary to clarify which line items within the other table represent the significant expense categories and amounts that are regularly provided to your CODM, which you are disclosing pursuant to FASB ASC 280-10-50-26A. Please explain to us how you considered the distinction made by the FASB in establishing the disclosure requirements for significant expense categories in FASB ASC 280-10-50-26A, and the disclosure requirements for the amount of other segment items (representing the difference between segment revenues, less the amounts in the significant expense categories, and the segment measures of profit or loss) in FASB ASC 280-10-50-26B, and the reasons this is not apparent in your current presentation. Please also explain to us how you adhered to the requirements in FASB ASC 280-10-50-26A, to "...consider relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant" for purposes of these disclosures, and how your evaluation has encompassed not only the segment expenses that are regularly provided to the CODM, but also segment expenses that are "easily computable from information that is regularly provided" to the CODM. On a related point, please clarify whether the CODM is regularly provided information regarding the cost of revenue for the categories of products, services, and rentals, as utilized

 in the presentation on page 53, and if so indicate how these categories were determined to be other than significant expense categories, if this is your view.   Response :   The Company acknowledges the Staff’s comment regarding the presentation of segment expense disclosures and the distinction between significant expense categories under ASC 280-10-50-26A and other segment items under ASC 280-10-50-26B. The Company’s Chief Operating Decision Maker (“ CODM ”), identified as the Chief Executive Officer, evaluates segment performance primarily based on operating profit, and is regularly provided with certain expense information, including cost of revenue, selling, general and administrative expenses, depreciation and amortization, impairments of goodwill and long-lived assets, and gain/loss on sales of fixed assets. These expense measures reflect the primary recurring operating costs of the business used by the CODM to assess segment operating performance and exclude certain non-recurring or non-operational items, such as business divestitures, which are not presented to the CODM as separate expense categories. In future filings beginning with our Form 10-Q for the period ended March 31, 2026, we will revise our segment disclosures to: • Clearly identify and present the significant expense categories regularly provided to the CODM, as defined under ASC 280-10-50-26A, including cost of revenue, selling, general and administrative expenses, depreciation and amortization, impairments of goodwill and long-lived assets, and gain/loss on sale of fixed assets; • Separately disclose “other segment items” as defined under ASC 280-10-50-26B, representing the difference between segment revenue less significant expense categories and segment operating profit; and • Clarify the composition of “other segment items” as defined in ASC 280. An example (for illustrative purposes only) of the revised tabular disclosure for significant segment expenses for our Form 10-K for the period ended December 31, 2025, is as follows:

 Year Ended December 31,

 2025

 2024

 2023

 Energy Products and Services

 Energy Equipment

 Energy Products and Services

 Energy Equipment

 Energy Products and Services

 Energy Equipment

 Revenue from external customers

 $
 3,871

 $
 4,873

 $
 4,040

 $
 4,830

 $
 3,973

 $
 4,610

 Intersegment revenue

 106

 61

 90

 58

 104

 59

 Total revenue

 3,977

 4,934

 4,130

 4,888

 4,077

 4,669

 Less significant segment expenses:

 Cost of revenue

 2,908

 3,733

 2,927

 3,789

 2,846

 3,688

 Selling, general, and administrative

 503

 518

 500

 494

 489

 517

 Depreciation and amortization

 233

 115

 221

 115

 183

 111

 Goodwill and long-lived asset impairment

 —

 40

 —

 —

 —

 —

 (Gain) loss on sales of fixed assets

 (3
 )

 (4
 )

 —

 —

 (1
 )

 (4
 )

 Total significant segment expenses

 $
 3,641

 $
 4,402

 $
 3,648

 $
 4,398

 $
 3,517

 $
 4,312

 Other segment items (1)

 59

 39

 7

 (118
 )

 53

 (14
 )

 Segment operating profit

 $
 277

 $
 493

 $
 475

 $
 608

 $
 507

 $
 371

 Year Ended December 31,

 2025

 2024

 2023

 Energy Products and Services

 Energy Equipment

 Elims. and corporate costs (2)

 Total

 Energy Products and Services

 Energy Equipment

 Elims. and corporate costs (2)

 Total

 Energy Products and Services

 Energy Equipment

 Elims. and corporate costs (2)

 Total

 Segment operating profit

 $
 277

 $
 493

 $
 —

 $
 770

 $
 475

 $
 608

 $
 —

 $
 1,083

 $
 507

 $
 371

 $
 —

 $
 878

 Corporate and other unallocated (3)

 —

 —

 (276
 )

 (276
 )

 —

 —

 (207
 )

 (207
 )

 —

 —

 (227
 )

 (227
 )

 Interest and financial costs

 —

 —

 (88
 )

 (88
 )

 —

 —

 (91
 )

 (91
 )

 —

 —

 (88
 )

 (88
 )

 Interest income

 —

 —

 51

 51

 —

 —

 38

 38

 —

 —

 28

 28

 Equity income (loss) in unconsolidated affiliates

 (18
 )

 2

 —

 (16
 )

 33

 3

 —

 36

 111

 8

 —

 119

 Other expenses, net

 —

 —

 (66
 )

 (66
 )

 —

 —

 (28
 )

 (28
 )

 —

 —

 (98
 )

 (98
 )

 Income before income taxes

 $
 259

 $
 495

 $
 (379
 )

 $
 375

 $
 508

 $
 611

 $
 (288
 )

 $
 831

 $
 618

 $
 379

 $
 (385
 )

 $
 612

 Other segment information:

 Capital expenditures

 $
 229

 $
 136

 $
 10

 $
 375

 $
 255

 $
 86

 $
 10

 $
 351

 $
 198

 $
 68

 $
 17

 $
 283

 Investment in unconsolidated affiliates

 $
 158

 $
 5

 $
 —

 $
 163

 $
 158

 $
 5

 $
 —

 $
 163

 $
 211

 $
 —

 $
 —

 $
 211

 Total assets

 $
 4,777

 $
 4,815

 $
 1,699

 $
 11,291

 $
 5,054

 $
 4,895

 $
 1,412

 $
 11,361

 $
 4,777

 $
 5,509

 $
 1,008

 $
 11,294

   (1) Other segment items represent amounts necessary to reconcile segment revenue less significant expense categories to segment operating profit and include items such as restructuring charges, other non-recurring items, and amounts not regularly reviewed by the CODM. (2) Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; however, segments originating an external sale are credited with the full profit to the Company. Eliminations and corporate costs include intercompany transactions conducted between the two reporting segments and with Corporate that are eliminated in consolidation, as well as corporate costs not allocated to the segments. Intercompany transactions within each reporting segment are eliminated within each reporting segment. Also included in the eliminations and corporate costs column are capital expenditures and total assets related to corporate. Corporate assets consist primarily of cash and fixed assets. (3) Includes certain corporate expenses not allocated to the segments, restructuring related to centrally managed initiatives and other non-recurring items   In addition, we confirm that our determination of significant expense categories considered both qualitative and quantitative factors, including the nature of expenses, their magnitude, and their relevance to CODM decision-making. The Company also evaluated whether additional expense categories are easily computable from information regularly provided to the CODM and determined that no additional categories are both easily computable and significant for purposes of ASC 280-10-50-26A. In making this assessment, the Company considered whether such information could be derived without the use of detailed transaction-level data or significant manual effort and concluded that additional expense categories would require further allocation or estimation beyond the information regularly reviewed by the CODM. With respect to cost of revenue, the CODM is regularly provided total cost of revenue by segment and these amounts are included in our disclosure of significant expenses in accordance with ASC 280-10-50-26A. However, the CODM is not regularly provided cost of revenue disaggregated by product categories, such as sales, services, and rentals as presented in the consolidated statements of income in accordance with Section 210.5-03(b) of Regulation S-X. Accordingly, these categories are not identified as significant expense categories under ASC 280-10-50-26A.   2. We note that you have limited disclosures pertaining to revenues under this heading to revenue from external customers and intersegment revenues based on FASB ASC 280-10-50-22, and revenues by four geographical areas based on FASB ASC 280-10-50-41. We also note that you report revenues on page 76 for the categories of services and rentals, sales of

 shorter-lived capital equipment, sales of consumable products, sales of long-lived capital equipment, and aftermarket sales and services. However, on page 3 you indicate that you manufacture a diverse line of products and on pages 4 through 6, you identify about 17 product and service offerings in describing your reportable operating segments. Please expand your disclosures under this heading as necessary to address the requirement in FASB ASC 280-10-50-40, to report revenues for each product and service, or each group of similar products and services. If you believe that revenues for some categories of products and services should be combined because they are similar, or if believe that providing the information is impracticable, provide us with details of your assessments in this regard.   Response :   The Company respectfully acknowledges the Staff’s comment regarding the level of revenue disaggregation.   The Company’s current disclosures include revenues from external customers and intersegment revenues for each reportable segment in accordance with ASC 280-10-50-22, as well as revenues by geographic area in accordance with ASC 280-10-50-41. The Company also considered the requirements of ASC 280-10-50-40, which requires disclosure of revenues for each product and service, or each group of similar products and services.   In applying this guidance, the Company evaluated whether its product and service offerings represent distinct groupings with materially different characteristics and also considered the illustrative guidance in ASC 606-10-55-89 through 55-91 in determining the appropriate level of disaggregation.   This assessment included both qualitative and quantitative factors, including the nature of our products and services, the manner in which revenues are generated, the types of customers, and how management evaluates operating performance. The Company also considered how revenue information is presented in other communications, including earnings releases, investor presentations, and information regularly reviewed by the CODM.   Based on this assessment, the Company determined that its current revenue categories represent appropriate groupings of similar products and services. For the Energy Products and Services segment, revenues are disaggregated into (i) services and rentals, (ii) sales of shorter-lived capital equipment, and (iii) sales of consumable products. For the Energy Equipment segment, revenues are disaggregated between (i) capital equipment and (ii) aftermarket sales and services. These groupings reflect differences in the nature of the offerings and underlying economic characteristics, including demand drivers, customer purchasing patterns, pricing structures, and revenue timing.   While the Company offers a broad range of individual products and services within each segment, the Company evaluated whether further disaggregation would result in additional categories with materially different economic characteristics and determined that such additional disaggregation would not meaningfully enhance an investor’s understanding of the nature, amount, timing, and uncertainty of our revenues because such further categories would not reflect materially different economic characteristics relative to the categories already presented.

   The Company believes its current disclosures comply with ASC 280-10-50-40 and ASC 606. If, in future periods, management begins to regularly review revenue at a more granular product/service level (or if additional product/service groupings become more material or exhibit materially different economic characteristics, the Company will expand its ASC 280-10-50-40 disclosures accordingly). In providing this response letter to the Staff, the Company acknowledges that (i) the Company and its management are responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing, and (iii) 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.   If you or any member of the Staff has any questions regarding the responses set forth in this letter, please contact Megan Foscaldi of Troutman Pepper Locke LLP at (617) 239-0282. Sincerely,   /s/ Peter F. Vranderic   Peter F. Vranderic Assistant General Counsel

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<TEXT>
 March 18, 2026

Rodney C. Reed
Senior Vice President and Chief Financial Officer
NOV Inc.
10353 Richmond Avenue
Houston, Texas 77042-4103

 Re: NOV Inc.
 Form 10-K for the Fiscal Year ended December 31, 2025
 Filed February 12, 2026
 File No. 001-12317
Dear Rodney C. Reed:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2025
Financial Statements
Note 16 - Business Segments and Geographic Areas, page 81

1. We note that you include two tables on page 83 having various segment
details,
 including one with "Pre-tax Other Items," which are described in
footnote (2) to the other
 table and included in various line items of the other table. Please
modify your disclosures
 as necessary to clarify which line items within the other table
represent the significant
 expense categories and amounts that are regularly provided to your CODM,
which you
 are disclosing pursuant to FASB ASC 280-10-50-26A.

 Please explain to us how you considered the distinction made by the FASB
in
 establishing the disclosure requirements for significant expense
categories in FASB ASC
 280-10-50-26A, and the disclosure requirements for the amount of other
segment items
 (representing the difference between segment revenues, less the amounts
in the
 significant expense categories, and the segment measures of profit or
loss) in FASB ASC
 280-10-50-26B, and the reasons this is not apparent in your current
presentation.
 March 18, 2026
Page 2

 Please also explain to us how you adhered to the requirements in FASB
ASC 280-10-50-
 26A, to "...consider relevant qualitative and quantitative factors when
determining
 whether segment expense categories and amounts are significant" for
purposes of these
 disclosures, and how your evaluation has encompassed not only the
segment expenses
 that are regularly provided to the CODM, but also segment expenses that
are "easily
 computable from information that is regularly provided" to the CODM.

 On a related point, please clarify whether the CODM is regularly
provided information
 regarding the cost of revenue for the categories of products, services,
and rentals, as
 utilized in the presentation on page 53, and if so indicate how these
categories were
 determined to be other than significant expense categories, if this is
your view.

2. We note that you have limited disclosures pertaining to revenues under
this heading to
 revenue from external customers and intersegment revenues based on FASB
ASC 280-
 10-50-22, and revenues by four geographical areas based on FASB ASC
280-10-50-41.
 We also note that you report revenues on page 76 for the categories of
services and
 rentals, sales of shorter-lived capital equipment, sales of consumable
products, sales of
 long-lived capital equipment, and aftermarket sales and services.

 However, on page 3 you indicate that you manufacture a diverse line of
products and on
 pages 4 through 6, you identify about 17 product and service offerings
in describing your
 reportable operating segments. Please expand your disclosures under this
heading as
 necessary to address the requirement in FASB ASC 280-10-50-40, to report
revenues
 for each product and service, or each group of similar products and
services.

 If you believe that revenues for some categories of products and
services should be
 combined because they are similar, or if believe that providing the
information is
 impracticable, provide us with details of your assessments in this
regard.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Please contact Gus Rodriguez at 202-551-3752 or John Cannarella at
202-551-3337 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

August 12, 2024
Jose Bayardo
Chief Financial Officer
NOV Inc.
10353 Richmond Avenue
Houston, TX 77042-4103
Re:NOV Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-12317
Dear Jose Bayardo:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Stephanie Palaskas

CORRESP
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CORRESP

 August 6, 2024

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

 Attn: Ms. Megan Akst

Re:
 NOV Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2023

File No. 001-12317

Ladies and Gentlemen:

 This letter responds to the comments that
the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) on July 25, 2024. For your convenience, the
Company’s responses are prefaced by the Commission’s comment in bold text.

 Form 10-K for the Year
Ended December 31, 2023

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Executive Summary, page 36

1.
 When providing a discussion and analysis of a non-GAAP measure,
please ensure such disclosure is accompanied by a similar discussion and analysis of the corresponding GAAP measure with equal or greater prominence. For example, you disclose the decrease in segment Adjusted EBITDA YoY and Q4 over Q3 fiscal 2023
without providing similar information for the corresponding GAAP measure. In addition, you disclose total adjusted EBITDA for Q3 fiscal 2023 and Q4 fiscal 2022 without providing similar GAAP information for net income. Refer to Item 10(e)(1)(i)(A)
of Regulation S-K and Question 102.10(a) of the non-GAAP C&DIs.

Response:

 The Company acknowledges the Staff’s comment and
advises the Staff that in future filings, we will endeavor to fully comply with Item 10(e)(1)(i)(A) of Regulation S-K and the related Staff guidance. Specifically, the Company will not present Adjusted EBITDA
(or a discussion and analysis of the changes therein) for any periods where the comparable GAAP information is not presented with equal or greater prominence. In addition, the Company respectfully advises the Staff that it has already reflected the
foregoing in its Form 10-Q for the second quarter ended June 30, 2024.

2.
 We note that you include various measures for the most recent quarter, including new orders booked, book to
bill ratio, and orders shipped on an individual segment basis. In order to provide context to your current measure, please revise to include comparative information for the periods presented in the filing. Refer to SEC Release No. 33-10751.

 Response:

The Company advises the Staff that in future filings, where such measures are presented for a current period, we will provide comparative information for the
relevant prior period. In addition, the Company respectfully advises the Staff that it has already reflected the foregoing in its Form 10-Q for the second quarter ended June 30, 2024.

Results of Operations, page 37

3.
 Please revise to explain in sufficient detail the reasons driving changes in your financial statement line
items on a consolidated and segment basis. When you discuss revenue fluctuations, specifically describe the extent to which changes are attributable to changes in prices, changes in the volume or amount of goods or services being sold, or to the
introduction of new products or services. Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor
contributed to the overall change in that line item, including any off-setting factors. Also, revise to include a separate discussion of the company’s consolidated results based on the line items in your
consolidated statements of income. Refer to Item 303(a) and (b) of Regulation S-K and SEC Release No. 33-8350.

Response:

 We acknowledge the Staff’s comment. We confirm
that in future filings, we will endeavor to provide greater detail of the reasons driving changes in financial statement line items and, where we describe two or more business reasons that contributed to a material change in a financial statement
line item, we will quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any off-setting factors. In situations where it is not practical to
quantify such changes, we will provide a qualitative discussion of the relative significance of each factor that contributed to the overall change in that line item where possible. We will also include a separate discussion of the Company’s
consolidated results based on the line items in its consolidated statements of income.

 August 6, 2024

Page 2

 With respect to specifically describing the extent to which revenue fluctuations are attributable to changes
in prices, changes in the volume or amount of goods or services being sold, or to the introduction of new products or services, we note that the Company’s revenues are significantly impacted by factors other than price and volume. Sales mix
often varies considerably period to period, so unit price and volume comparisons for products are often of limited utility. One of the biggest drivers in the change of sales mix and volumes relates to changes in activity and demand from different
markets. We provide that information as part of our disaggregated revenue disclosures in the notes to the financial statements, and will provide narrative discussion of this information in the Management’s Discussion and Analysis section of
future periodic and annual reports, to the extent relevant. Management has also historically provided comparative data on key energy services industry drivers, most notably, changes in oil prices and rig counts, as those items have a material impact
on demand for our products and services, and also indirectly impact pricing. Furthermore, we offer many products that are sold at varying prices to different customers in different regions. Therefore, we do not quantify aggregate price and volume
for our product lines or segments and believe it would not be practical to do so. However, if there are material changes to overall volume or pricing that impact our financial results, we will describe those changes.

In addition, the Company respectfully advises the Staff that it has already reflected the foregoing in its Form 10-Q
for the second quarter ended June 30, 2024.

 Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Remaining Performance Obligations, page 64

4.
 You disclose that the company expects to recognize as revenue over the next 12 months approximately
$1.5 billion of the unsatisfied or partially satisfied performance obligations with the remainder being recognized thereafter. Please revise to disclose when the remaining $3 billion will be recognized on a quantitative basis using time
bands that would be most appropriate for the duration of the remaining performance obligations or by providing qualitative information. Refer to ASC
606-10-50-13.

Response:

 In response to the Staff’s comment, the Company
will revise the disclosure in its future annual and quarterly reports to disclose the amount of its unsatisfied or partially satisfied performance obligations expected to be recognized on a quantitative basis, using the time bands that would be most
appropriate for the duration of the remaining performance obligations. In addition, the Company respectfully advises the Staff that it has already reflected the foregoing in its Form 10-Q for the second
quarter ended June 30, 2024.

 The information below illustrates what the Company’s remaining performance obligations disclosure in Note 2 to its
consolidated financial statements would have been if the changes were incorporated into the Form 10-K for the year ended December 31, 2023.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for all revenue streams for which work has not been performed
on contracts with an original expected duration of one year or more. We do not disclose the remaining performance obligations of royalty contracts, service contracts for which there is a right to invoice, and short-term contracts that are expected
to have a duration of one year or less.

 As of December 31, 2023, the aggregate amount of the transaction price allocated to
remaining performance obligations was $4,492 million. The Company expects to recognize approximately $1,491 million in revenue for the remaining performance obligations in 2024, $885 million in 2025, $431 million in 2026, and
$1,685 million thereafter.

 In providing this response letter to the Staff, the Company acknowledges that (i) the Company and
its management are responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the above-referenced filing, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein, please contact Megan Foscaldi of Locke Lord LLP
at (617) 239-0282.

 Sincerely,

/s/ Peter F. Vranderic

 Peter F. Vranderic

 Assistant General Counsel

July 25, 2024
Jose Bayardo
Chief Financial Officer
NOV Inc.
10353 Richmond Avenue
Houston, TX 77042-4103
Re:NOV Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-12317
Dear Jose Bayardo:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary, page 36
1.When providing a discussion and analysis of a non-GAAP measure, please ensure such
disclosure is accompanied by a similar discussion and analysis of the corresponding
GAAP measure with equal or greater prominence. For example, you disclose the decrease
in segment Adjusted EBITDA YoY and Q4 over Q3 fiscal 2023 without providing similar
information for the corresponding GAAP measure. In addition, you disclose total adjusted
EBITDA for Q3 fiscal 2023 and Q4 fiscal 2022 without providing similar GAAP
information for net income. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the non-GAAP C&DIs.
2.We note that you include various measures for the most recent quarter, including new
orders booked, book to bill ratio, and orders shipped on an individual segment basis. In
order to provide context to your current measure, please revise to include comparative
information for the periods presented in the filing. Refer to SEC Release No. 33-10751.

July 25, 2024
Page 2
Results of Operations, page 37
3.Please revise to explain in sufficient detail the reasons driving changes in your financial
statement line items on a consolidated and segment basis. When you discuss revenue
fluctuations, specifically describe the extent to which changes are attributable to changes
in prices, changes in the volume or amount of goods or services being sold, or to the
introduction of new products or services. Where you describe two or more business
reasons that contributed to a material change in a financial statement line item between
periods, please quantify, where possible, the extent to which each factor contributed to the
overall change in that line item, including any off-setting factors. Also, revise to include a
separate discussion of the company's consolidated results based on the line items in your
consolidated statements of income. Refer to Item 303(a) and (b) of Regulation S-K and
SEC Release No. 33-8350.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Remaining Performance Obligations, page 64
4.You disclose that the company expects to recognize as revenue over the next 12 months
approximately $1.5 billion of the unsatisfied or partially satisfied performance obligations
with the remainder being recognized thereafter. Please revise to disclose when the
remaining $3 billion will be recognized on a quantitative basis using time bands that
would be most appropriate for the duration of the remaining performance obligations or
by providing qualitative information. Refer to ASC 606-10-50-13.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Megan Akst at 202-551-3407 or Christine Dietz at 202-551-3408 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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CORRESP

 December 4, 2017

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Washington, D.C. 20549

 Attn: Ms. Tiffany
Piland Posil

 RE:         National Oilwell Varco, Inc. (the “Company”)

Schedule TO-I

Filed November 21, 2017

File No. 005-49577

Ladies and Gentlemen:

 This letter responds to the comments
that the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) on November 30, 2017. For your
convenience, the Company’s responses are prefaced by the Commission’s comment in bold text. All capitalized terms used herein and not defined herein shall have the meanings given to them in the Schedule
TO-I.

 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 determined 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 inconsistent with Item 4 of Schedule TO and corresponding Item 1004(a) of Regulation M-A.
Please advise.

 Response:

 To ensure the
Eligible Holders that tender their Eligible SARs Awards in the Exchange Program receive equivalent value through the New Awards, we must determine the “spread” for calculating the Cash Payment on the vested,
in-the-money SARs using the closing price of our common stock on the Expiration Date (the “Expiration Date Stock Price”).

 U.S Securities and Exchange Commission

December 4, 2017

  Page
 2

 The New Options offered in the Exchange Program will be granted as of the Expiration Date with a per share
exercise price equal to the Expiration Date Stock Price. The New Options provide the Eligible Holders with the upside that is forfeited in connection with the exchange of their Eligible SARs Awards. Therefore, to avoid any gap in value, we must
calculate the spread for the Cash Payment on their vested, in-the-money SARs using the same Expiration Date Stock Price that sets the exercise price for the New Options.
If we fixed the Cash Payment amount at the launch of the Exchange Program based on an estimate of our Expiration Date Stock Price or otherwise, we could not provide Eligible Holders with any assurance they would actually receive equivalent value in
the Exchange Program.

 To allow Eligible Holders to understand and determine the amount of the Cash Payment offered to them, we are providing them with
three sets of information. First, in the Questions and Answers section and certain other sections of the Offering Memorandum (Exhibit (a)(1)(i) to our original Schedule TO), we have provided detailed explanations of the Cash Payment together with
examples of how to calculate the Cash Payment. Using these examples, an Eligible Holder can calculate, during the Offer, his or her Cash Payment amount based on our common stock price. Second, in Schedule B to the Offering Memorandum and in the
Highlights of the National Oilwell Varco, Inc. Stock Appreciation Right Exchange Program document (Exhibit (a)(1)(iii) to our original Schedule TO), we have provided Eligible Holders with illustrative tables setting forth the spread and the amount
of the Cash Payment based on a range of hypothetical common stock prices. This allows Eligible Holders to see, during the Offer, how the Cash Payment amount adjusts as our common stock price moves up and down. Finally, promptly after market close on
the Expiration Date, we will send to each Eligible Holder an Update on the Exchange Program (Exhibit (a)(1)(v) to our original Schedule TO), which update sets forth, among other things, the actual closing price of our common stock on the Expiration
Date and, based thereon, the actual spread for calculating the amount of the Cash Payment.

 Because (i) the formula itself for calculating the amount
of the Cash Payment is set and will remain constant throughout the Offer, (ii) the Cash Payment amount is determinable based on the readily observable trading price of our common stock listed on the NYSE, which price is easily accessed over the
internet on any computer, tablet, cell phone or other similar device, (iii) the Offer documents provide Eligible SARs Holders with detailed examples on how to calculate the Cash Payment amount as well as illustrative tables showing the
calculation of Cash Payment amount at various hypothetical common stock prices and (iv) promptly after market close on the Expiration Date, we will send via email to each Eligible Holder our closing stock price and the actual spread for
calculating the Cash Payment, providing the Eligible Holder with several hours to then determine whether or not they want to participate in the Offer before it expires at 9:00 p.m. Central time, we believe that our Exchange Program clearly states
the terms of the Offer, including the type and amount of consideration offered, as required by Item 1004(a) of Regulation M-A.

 U.S Securities and Exchange Commission

December 4, 2017

  Page
 3

 We believe our approach is consistent with other issuers that have used formulaic pricing mechanisms for
determining the offer consideration at or near the expiration of the offer period (often based on VWAP, Black Scholes and other similar models, which are significantly more complicated and difficult to understand than our simple “spread”
calculation) and provided similar hypotheticals and supplemental information in connection with their exchange offers (See, e.g., the discussion in the PHH Corporation No-Action Letter, June 12, 2015, and
the related PHH Corporation Schedule TO-I originally filed on May 6, 2015).

 May the Company cancel
this Offer, page 14

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

 Response:

 We have
revised our Schedule TO-I and the relevant exhibits thereto to clarify that the Offer may only be terminated or withdrawn upon the occurrence of the stated conditions on or prior to the Expiration Date. See
also our response to your comment no. 4.

 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 days following expiration of the Offer. Please advise us how this complies with the prompt payment
requirement under Rule 13e-4(f)(5).

 Response:

We have revised the Schedule TO-I and the relevant exhibits thereto to provide that the Cash Payment will be paid on December 26, 2017. To process the
Cash Payment, we must determine, for each Eligible Holder that tendered Eligible SARs Awards in the Exchange Program (which could be as many as 625 Eligible Holders), the actual Cash Payment amount due and the applicable tax withholding amount
required to be withheld (which tax withholding amount will be based on each Eligible Holder’s individual year to date income, whether or not they are subject to state and/or local income tax and other relevant circumstances). To ensure each
Cash Payment amount, and the tax withholding amount, is correctly calculated for each Holder will take significant time. Based on our internal payroll department resources immediately preceding Christmas weekend, we believe the earliest date by
which the Cash Payment amount could be accurately processed and paid is December 26, 2017. We believe in light of the Christmas holiday (including that Christmas falls on Monday this year) that payment of the Cash Payment on December 26,
2017 is prompt payment consistent with Rule 13e-4(f)(5).

 U.S Securities and Exchange Commission

December 4, 2017

  Page
 4

 Section 7. Conditions of this Offer, page 25

4.
Disclosure indicates that the board of directors may determine in its sole discretion 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 implication that the Offer may be terminated based on actions or inactions
completely within the issuer’s control.

 Response:

We have revised our Schedule TO-I and the relevant exhibits thereto to avoid any implication that the Offer may be
terminated based on actions or inactions 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.

 Response:

 We have revised
our Schedule TO-I and the relevant exhibits thereto to include the summarized financial information.

 In providing
this response letter to the Staff, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii) Staff comments or changes to disclosure in response to
Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing, and (iii) 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.

 If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact Eric Johnson of Locke Lord LLP at (713) 226-1249.

Sincerely,

/s/ Brigitte M. Hunt

 Brigitte M. Hunt

 Vice
President

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

Mail Stop 4628

October 13 , 201 7

Via E-Mail
Jose A. Bayardo
Senior Vice President and Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Dr.
Houston, TX 77036

 Re: National Oilwell Varco, Inc .
  Form 10-K for the Fiscal  Year Ended December 31, 2016
  Filed February 17 , 2017
File No. 1-12317

Dear Mr. Bayardo :

We refer you to our comment letter  dated  September 22, 2017  regarding potential
business contacts with Syria .  We have completed our review of this subject matter.  We remind
you that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the sta ff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Roger Schwall
  Assistant Director

CORRESP
1
filename1.htm

CORRESP

 October 5, 2017

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attn:
Ms. Cecilia Blye

 Mr. Roger Schwall

Fax: 703-813-6979

 RE:   National Oilwell
Varco, Inc. (the “Company”)

 Form 10-K for Fiscal Year Ended December 31, 2016

Filed February 17, 2017 (“2016 Form 10-K”)

File No. 001-12317

 Ladies and
Gentlemen:

 This letter responds to the comments that the Company received from the Staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) dated September 22, 2017. For your convenience, the Company’s responses are prefaced by the Commission’s comment in bold text. All
capitalized terms used herein and not defined herein shall have the meanings given to them in our 2016 Form 10-K.

 INSERT

1.
In your letter to us dated July 2, 2014, you discussed contacts with Syria. As you are aware, Syria is designated by the State Department as a state sponsor of terrorism and is subject to U.S. economic sanctions
and export controls. You do not provide disclosure about Syria in your Form 20-F. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria since your 2014 letter, whether through subsidiaries,
distributors, resellers, affiliates, or other direct or indirect arrangements. You should describe any services, technology, products, equipment or components you have provided to Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts with the government of Syria or entities that it controls.

 Response:

As noted in our July 2, 2014 response to the Staff’s comments (the “2014 Response Letter”), from and after 2011 through
July 2, 2014, NOV was in the process of winding down its business in Syria. The Company no longer conducts business in Syria through subsidiaries, distributors or agents, and has had no recorded sales for the period 2014 to current. The Company
has implemented compliance procedures to screen against sales to Syria, and is not aware of any indirect sales to Syria.

 NOV

 7909 Parkwood Circle Drive

Houston, Texas 77036

Page 1

2.
Please discuss the materiality of any contacts with Syria described in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative
factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. designated state sponsors of terrorism. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria.

Response:

 As noted in our 2014 Response Letter:

The Company’s current limited business contacts in Syria are winding down. The Company does not intend to engage in any activities in any
of these countries in the future [including Syria]. Therefore, the Company does not believe its current limited contacts in Syria. . . are material on a qualitative basis.”

Response No. 1 describes NOV’s winding down actions, as noted above in response to comment No. 1. In winding down its Syria
business, NOV, NOVDEL and NOVUK obtained a license from the OFAC to collect $141,543.00. NOVDEL applied in the UK for a license to collect other funds, but HM Treasury determined that no license was required. Collectively the revenue from winding
down sales in Syria was not material to NOV from a quantitative point of view. Furthermore, in view of the license applications, the immaterial amount of sales revenue and other relevant factors, NOV believes its disclosures provide appropriate
information to investors in making their investment decisions.

 Since our 2014 Response Letter, the Company completed its winding down process and its
sales directed into Syria are zero.

 In providing this response letter to the Staff, the Company acknowledges that (i) the Company is responsible for
the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced
filings, and (iii) 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.

 NOV

 7909 Parkwood Circle Drive

Houston, Texas 77036

Page 2

 If you or any member of the Staff has any questions regarding the responses set forth herein, please contact the
undersigned at (713) 375-3965.

Sincerely,

 /s/ Craig L. Weinstock

Craig L. Weinstock

Senior Vice President and General Counsel

 NOV

 7909 Parkwood Circle Drive

Houston, Texas 77036

Page 3

Mail Stop 4628

September 22, 201 7

Via E-Mail
Jose A. Bayardo
Senior Vice President and Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Dr.
Houston, TX 77036

 Re: National Oilwell Varco, Inc .
  Form 10-K for the Fiscal  Year Ended December 31, 2016
  Filed February 17 , 2017
File No. 1-12317

Dear Mr. Bayardo :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with inform ation so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your f acts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. In your letter to us dated  July 2, 2014, you discussed contacts with Syria.  As you are
aware, Syria is  designated  by the State Department as a state sponsor of terrorism and is
subject to U.S. economic sanctions and export controls .  You do not provide disclosure
about Syria in your Form 20 -F.  Please describe to us the nature and extent of any pas t,
current, and anticipated contacts with Syria since your 2014  letter , whether through
subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements .
You should describe any services, technology, products, equipment  or comp onents you
have provided to Syria , directly or indirectly, and any agreements, commercial
arrangements, or other contacts with the government of Syria  or entities that it controls .

Jose A. Bayardo
National Oilwell Varco, Inc.
 September 22, 201 7
 Page 2

 2. Please discuss the materiality of any contacts with Syria you describe i n response to the
comment above, an d whether those contacts constitute a material investment risk for your
security holders.  You should address materiality in quantitative terms, including the
approximate dollar amounts of any associated revenues, assets,  and liabilities for the last
three fiscal years and the subsequent interim period .  Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value.  As you know, v arious state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You  should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria .

We remind you that the company  and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Roger Schwall
  Assistant Director

Mail Stop 4628
December 14, 2016

Via Email
Jose A. Bayardo
Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas  77036

Re: National Oilwell  Varco, Inc.
 Form 10 -K for Fiscal Year Ended
December 31, 2015
Filed February 19, 2016
File No. 1-12317

Dear Mr. Bayardo :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

CORRESP - Confidential Treatment Requested

 National Oilwell Varco, Inc.

 7909 Parkwood Circle
Drive

 Houston, TX 77036

 FOIA CONFIDENTIAL TREATMENT REQUEST

CONFIDENTIAL TREATMENT REQUESTED BY

 NATIONAL OILWELL VARCO, INC.

 PURSUANT TO 17 CFR § 200.83

 October 19, 2016

 Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Diane Fritz

 Attn: Mr. Brad Skinner

Re:
National Oilwell Varco, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2015

Response Dated August 2, 2016

File No. 1-12317

 Ladies and Gentlemen:

This letter responds to comments that the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U. S.
Securities and Exchange Commission (the “Commission” or the “SEC”) on October 5, 2016. For your convenience our responses are prefaced by the Commission’s comments in bold text. All capitalized terms used herein and not
defined herein shall have the meanings given to them in National Oilwell Varco’s 2015 Form 10-K.

 Pursuant to 17 C.F.R. § 200.83 (“Rule
83”), the Company is requesting confidential treatment for portions of our response to comment # 2 (identified as “Request Number 1”), comment # 3 (identified as “Request Number 2”), and comment # 4 (identified as
“Request Number 3”). The Company requests that these portions, as indicated by [***], be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information. In the
event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, the Company respectfully requests that we be notified immediately so that we
may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to:

Jose Bayardo

 Senior Vice
President and Chief Financial Officer

 (713) 815-3437 (Telephone)

(713) 346-7306 (Fax)

jose.bayardo@nov.com

 Pursuant to Rule 83, a
redacted copy of this letter has been provided to the Office of FOIA Services and separately filed via EDGAR.

 CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

 PURSUANT
TO 17 CFR § 200.83

 Form 10-K for Fiscal Year Ended December 31, 2015

Critical Accounting Policies, page 52

Goodwill and Other Indefinite-Lived Intangible Assets, page 54

1.
Based on your response to our prior comment number 4, we understand that you have concluded that the fair values of your Rig Offshore, Dynamic Drilling Solutions, Process and Flow Technologies and Fiberglass
reporting units are substantially in excess of their carrying values and that the reporting units are therefore not at risk of failing step one of a goodwill impairment test. Given this, and to provide context, revise your disclosure to clarify your
conclusions and to explain why the disclosure has been provided.

 Response:

Based upon the information available at the time of the filing of our 2015 Form 10-K, we believed the fair values of our Rig Offshore, Dynamic
Drilling Solutions, Process and Flow Technologies and Fiberglass reporting units were substantially in excess of their carrying values. We believed the additional disclosures in our 2015 Form 10-K, which stated that four of our reporting units had
calculated fair values that were 15% to 30% over their respective carrying values, provided useful information to investors.

 In future
filings, if we determine that additional detail regarding our assessments of goodwill for specific reporting units that have fair values substantially in excess of their carrying values is useful information for investors, we will provide an
explanation of why such additional disclosure is being provided and state that the fair values are substantially in excess of carrying values. If we determine one or more reporting units do not have fair values substantially in excess of carrying
values, we will make all required disclosures and state that fair values were not substantially in excess of carrying values.

Furthermore, if, subsequent to an initial goodwill assessment disclosure, information becomes available that would change our assessment of
the risk for a goodwill impairment, we will timely disclose the change in our assessment.

2.
We note your response to prior comment 5. Tell us the amount of goodwill and total book value allocated to your the Drilling & Intervention and Drill Pipe reporting units as of December 31, 2015

 Response:

At December 31, 2015, the amount of goodwill and total book value allocated to our Drilling and Intervention and Drill Pipe reporting
units was as follows:

 2

 CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

 PURSUANT
TO 17 CFR § 200.83

National Oilwell Varco, Inc. requests that the information contained in Request Number 1 be treated as confidential information and that the
Commission provide notice to the contact person identified in the introductory paragraphs to this letter before it permits any disclosure of such confidential information.

(USD $ millions)

December 31, 2015

 Reporting Unit

Goodwill Balance

Book Value

 Drilling and Intervention

$
[***]

$
[***]

 Drillpipe

$
[***]

$
[***]

Rule 83 confidential treatment request made by National Oilwell Varco, Inc., Request Number 1.

3.
We note your response to prior comment 6. Provide us with a reasonably detailed summary of the step two analyses performed in connection with the goodwill impairment testing for your Drilling & Intervention
and Drill Pipe reporting units. Include in your response the methodologies, significant assumptions, fair value allocations and amount of impairment recorded for each reporting unit. If any of the assumptions in your step two analyses are different
than those used in your step one analyses, please explain the underlying reasons for these differences.

 Response:

For step two of the goodwill impairment testing we allocated the fair values of the Drilling & Intervention (D&I) and Drill Pipe
reporting units to all their respective assets and liabilities (including any previously unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit under step one was
the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. The fair value estimates of the individual assets of the
reporting unit were compared to the step one fair value estimate of the respective reporting unit to determine the implied goodwill of the reporting unit at the measurement date.

In our estimate of fair value for the underlying assets of each reporting unit we utilized a combination of the market approach, cost
approach, and the income approach. We valued tangible fixed assets using the cost and market approach, and assumed that book value for financial reporting approximated fair value for current assets and liabilities, except for inventory, for which we
used the cost and income approach. The relief from royalty rate method, which

 3

 CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

 PURSUANT
TO 17 CFR § 200.83

considers both the market approach and the income approach, was used to value the trade names and patented technologies. The multi-period excess earnings method, a form of the income approach,
was used to value the customer relationships.

 We determined that the reporting units, if sold, would be done so as a nontaxable
transaction, or an equity transaction. To make this determination we considered: a) whether the assumed structure is consistent with those that hypothetical market participants would incorporate into their estimates of fair value, b) the feasibility
of the assumed structure, and c) whether the assumed structure results in the highest economic value to the seller for the reporting unit, including consideration of related tax implications.

For those assumptions relevant to both the step one and step two goodwill impairment tests, we made the same assumptions in both tests. We
utilized the same valuation specialists from a large, well respected firm to assist us with both step one and step two testing. The valuation specialists also assisted us with long lived asset impairment testing under ASC 360 in accordance with
goodwill impairment testing.

 The fair value allocation and impairment recorded for each reporting unit are presented in the following
table:

National Oilwell Varco, Inc. requests that the information contained in Request Number 2 be treated as confidential information and that the
Commission provide notice to the contact person identified in the introductory paragraphs to this letter before it permits any disclosure of such confidential information.

 Fair Value Allocation and Recorded Impairment:

(in millions)

 Drillpipe

Reporting Unit

 Drilling and Intervention (D&I)

Reporting Unit

 Working Capital

$
        [***]

Working Capital

$
        [***]

 Fixed Assets

[***]

Fixed Assets

[***]

 Other Assets

[***]

Other Assets

[***]

 Intangibles

[***]

Intangibles

[***]

 Implied Goodwill

[***]

Implied Goodwill

[***]

 Deferred taxes

[***]

Deferred taxes

[***]

 Total Enterprise Value

$
[***]

Total Enterprise Value

$
[***]

 Implied Goodwill

$
[***]

Implied Goodwill

$
[***]

 Less: Goodwill Book Value

$
[***]

Less: Goodwill Book Value

$
[***]

 Impairment Charge

$
[***]

Impairment Charge

$
[***]

Rule 83 confidential treatment request made by National Oilwell Varco, Inc.,
Request Number 2.

 4

 CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

 PURSUANT
TO 17 CFR § 200.83

4.
Your response to comment 6 indicates that, as part of your impairment testing, you considered the reasonableness of your implied enterprise value and that, taking into account a control premium that would be paid
based on reported transactions in your industry, you believe the enterprise value implied by your fair value estimates is consistent with the enterprise value implied by the trading prices of your common stock during the fourth quarter and through
subsequent months.

 Describe for us, in reasonable detail, the process or analysis through which you considered the
reasonableness of your implied enterprise value. As part of your response, tell us how you determined the amount of any control premium and describe the qualitative or quantitative factors considered in connection with determining the control
premium. Additionally, explain how you considered values implied by the trading prices of your common stock during the fourth quarter and subsequent months and the relationship of those values to your net book values during those periods.

Response:

National Oilwell Varco, Inc. requests that the information contained in Request Number 3 be treated as confidential information and that the
Commission provide notice to the contact person identified in the introductory paragraphs to this letter before it permits any disclosure of such confidential information.

 The total fair value of the reporting units was reconciled to the Company’s market capitalization to test
for reasonableness. Total debt and unallocated corporate overhead was subtracted from the total fair value of the reporting units resulting in an implied equity value of $[***]. Compared to the Company’s market capitalization as of the
Valuation Date of $13,545 million, there was an implied control premium of [***]%. The implied control premium was compared to a sample of eighteen guideline public transactions closed during the years 2010 through 2015 in the oil and gas field
services industry which had control premiums ranging from 2.3% to 91.2%, with a 25th percentile control premium of 17.4% and a 75th percentile
control premium of 36.1%. We also considered two relevant, large public-company transactions that had been announced, but not closed, as of our reporting date with control premiums in excess of 50%. Considering the guideline transaction sample, the
two large announced transactions, and industry conditions, including the strongly-cyclical nature and current down-cycle position, we believe the implied control premium to be reasonable.

During the fourth quarter of 2015 and through the date of the Company’s 2015 Form 10-K, holding the implied equity value for the Business
Segments constant at $[***], the implied control premium began at [***]% on October 1, 2015, ended at [***]% on February 18, 2016, and ranged from a low of [***]% to a high of [***]% with an average of [***]%. Considering the range, the
average and the ending value, the factors mentioned in the paragraph above, NOV’s historical stock price volatility and NOV’s market leadership, we did not view the changes in market capitalization as compared to the implied equity value
over this period as indicating impairment.

 5

 CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

 PURSUANT
TO 17 CFR § 200.83

 The Company’s net book value (as book equity) was $18,206 million at September 30,
2015; $16,460 million at December 31, 2015; and $16,433 million at March 31, 2016. The Company’s market capitalization began at $14,146 million on September 30, 2015, ended at $11,727 million on March 31, 2016; and ranged
from a low of $9,898 million to a high of $15,330 million during that period, with an average of $12,753 million. Considering the factors mentioned above, we did not view the changes in market capitalization as compared to net book value over this
period as indicating impairment.

Rule 83 confidential treatment request made by National Oilwell Varco, Inc., Request Number 3.

 In providing this response to the Staff, the Company acknowledges that (i) the Company is responsible for the adequacy
and accuracy of the disclosure in the above-referenced filing, (ii) Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing, and
(iii) 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.

If you or any member of the Staff has any question regarding the responses set forth herein, please contact me by telephone at (713) 815-3437 or by email
at jose.bayardo@nov.com.

Sincerely,

By:

/s/ Jose A. Bayardo

Name:

Jose A. Bayardo

Title:

Senior Vice President and Chief Financial Officer

 6

Mail Stop 4628
October 5 , 2016

Via Email
Jose A. Bayardo
Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas  77036

Re: National Oilwell  Varco, Inc.
 Form 10 -K for Fiscal Year Ended
December 31, 2015
 Response Dated August 2, 2016
File No. 1-12317

Dear Mr. Bayardo :

We have reviewed  your August 2, 2016  response to our comment letter 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 19,
2016  letter .

Form 10 -K for  Fiscal Year Ended December 31, 2015

Critical Accounting Policies, page 52

Goodwill and Other Indefinite -Lived Intangible Assets, page 54

1. Based on your response to our prior comment number  4, we understand that you have
concluded that the fair values of your Rig Offshore, Dynamic Drilling Solutions, Process
and Flow Technologies and Fiberglass reporting units are substantially in excess of their
carrying values and that the reporting units are therefore not at risk of failing step one of
a goodwill impairment test.  Given this, and to provide context, revise your disclosure to
clarify your conclusions and to explain why the disclosure has been provided.

Jose A. Bayardo
National Oilwell Varco, Inc.
October  5, 2016
Page 2

 2. We note your response to prior comme nt 5.  Tell us the amount of goodwill and total
book value allocated to your the Drilling & Intervention and Drill Pipe reporting units as
of December 31, 2015.

3. We note your response to prior comment 6.  Provide us with a reasonably detailed
summary of th e step two analyses performed in connection with the goodwill impairment
testing for your Drilling & Intervention and Drill Pipe reporting units.  Include in your
response the methodologies, significant assumptions, fair value allocations and amount of
impairment recorded for each reporting unit.  If any of the assumptions in your step two
analyses are different than those used in your step one analyses, please explain the
underlying reasons for these differences.

4. Your response to comment 6 indicates that , as part of your impairment testing, you
considered the reasonableness of your implied enterprise value and that, taking into
account a control premium that would be paid based on reported transactions in your
industry, you believe the enterprise value im plied by your fair value estimates is
consistent with the enterprise value implied by the trading prices of your common stock
during the fourth quarter and through subsequent months.

Describe for us, in reasonable detail, the process or analysis through which you
considered the reasonableness of your implied enterprise value.  As part of your response,
tell us how you determined the amount of any control premium and describe the
qualitative or quantitative factors considered in connection with determining  the control
premium.  Additionally, explain how you considered values implied by the trading prices
of your common stock during the fourth quarter and subsequent months and the
relationship of those values to your net book values during those per iods.

You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331  or Brad Skinner,
Senior Assistant Chief Accountant , at (202) 551 -3489 if you have questions regarding comments
on the financial statements and related matters.  Please contact Jason Langford,  Staff Attorney, at
(202) 551-3193 or Karina Dorin, Staff Attorney , at (202) 551-3763  with any other questions.

Sincerely,

        /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

CORRESP

 National Oilwell Varco, Inc.

 7909 Parkwood Circle Drive

 Houston, TX 77036

 FOIA CONFIDENTIAL TREATMENT REQUEST

CONFIDENTIAL TREATMENT REQUESTED BY

 NATIONAL OILWELL VARCO, INC.

 PURSUANT TO 17 CFR § 200.83

 August 2, 2016

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Diane Fritz

 Attn: Mr. Brad Skinner

Re:
National Oilwell Varco, Inc.

 Form 10-K for Fiscal Year Ended

December 31, 2015

Filed February 19, 2016

Definitive Proxy Statement on Schedule 14A

Filed April 11, 2016

Form 8-K

 Furnished
April 28, 2016

 File No. 1-12317

Ladies and Gentlemen:

 This letter responds to comments that
the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U. S. Securities and Exchange Commission (the “Commission” or the “SEC”) on July 19, 2016. For your convenience our
responses are prefaced by the Commission’s comments in bold text. All capitalized terms used herein and not defined herein shall have the meanings given to them in National Oilwell Varco’s 2015 Form 10-K.

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), the Company is requesting confidential treatment for portions of our response to comment #6
(identified as “Request Number 1”). The Company requests that these portions, as indicated by [***], be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential
information. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, the Company respectfully requests that we be notified
immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to:

Jose Bayardo

Senior Vice President and Chief Financial Officer

(713) 815-3437 (Telephone)

 (713) 346-7306 (Fax)

jose.bayardo@nov.com

CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

PURSUANT TO 17 CFR § 200.83

 Pursuant to Rule 83, a copy of this letter has been provided to the Office of FOIA Services and an unredacted
version of this letter has been separately provided to the Staff.

 Form 10-K for Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37

Results of Operations, page 42

1.
We note the restructuring charges during the year ended December 31, 2015. Please provide a discussion and analysis of the anticipated future cost savings related to your 2015 Realignment at both the
consolidated and reportable segment levels. Include in this discussion the periods over which cost savings are expected to be realized, the extent to which you have realized the anticipated savings and whether any cost savings are expected to be
offset by anticipated increases in other expenses or reduced revenues. To the extent actual savings by the plan are not achieved as expected or achieved in periods other than those expected this should also be disclosed. Please refer to SAB Topic
5-P.4 and Item 303(a)(3) of Regulation S-K for guidance.

 Response: The “2015 Realignment” described in Item 1, Part
1, page 14 of our Form 10-K is not the source of the restructure charges in our segments detailed on pages 42, 43, and 44, and is not part of an exit plan as referenced in SAB Topic 5-P.4. The 2015 Realignment enhanced the efficiency of our US legal
entity structure and provided strategic benefits, but will not produce material operational cost savings.

 The restructuring and other items costs
identified in each segment on pages 42, 43 and 44 are not part of a discrete plan to exit a reporting unit or significant business. These costs are reactive and stem from reducing the size of our continuing businesses’ headcount and facilities
(as mentioned in the last paragraph of the MD&A Outlook section on page 41) in many individual circumstances in response to the market declines described in detail in the MD&A on pages 37 through 41. This is a continuous activity carried out
by numerous managers across the world in response to, and guided by, market conditions changing over time.

 Liquidity and Capital Resources, page 49

2.
We note that you had $8,187 million of undistributed earnings related to your foreign subsidiaries at December 31, 2015 and that you consider these earnings to be permanently reinvested. Please provide liquidity
disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries in future periodic filings. In this regard, please disclose the amount of cash that is currently held by your foreign
subsidiaries and disclose the impact of repatriating the undistributed earnings of foreign subsidiaries. Refer to Item 303(a)(1) of Regulation S-K and Section IV of our Release 33-8350.

Response: We will add the dollar amount of cash held overseas and the potential tax cost to repatriate foreign cash to the MD&A Liquidity and Capital
Resources section of our second quarter 2016 Form 10-Q and future periodic filings which, based on current facts and circumstances, we expect to be similar to:

 2

CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

PURSUANT TO 17 CFR § 200.83

 At June 30, 2016, the Company had cash and cash equivalents of $1,661 million and total debt of $3,280
million. At December 31, 2015, cash and cash equivalents were $2,080 million and total debt was $3,909 million. As of June 30, 2016, approximately $1,614 million of the $1,661 million of cash and cash equivalents was held by our foreign
subsidiaries, of which $1,459 million would be subject to a 35% U.S. income tax rate, offset by any available foreign tax credits, if repatriated. However, our current plans are to permanently reinvest these funds outside of the U.S. If
opportunities to invest in the U.S. are greater than available cash balances that are not subject to income tax, rather than repatriating cash the Company may choose to borrow against its revolving credit facility.

Critical Accounting Policies, page 52

Goodwill and Other Indefinite-Lived Intangible Assets, page 54

3.
We note your disclosure regarding the goodwill impairment test performed during the fourth quarter of 2015. For the reporting units not specifically addressed by your disclosure, confirm for us that you have
concluded that the fair values of the reporting units are substantially in excess their carrying value.

 Response: We confirm that we
have concluded the fair values of the reporting units not specifically addressed in our disclosure are substantially in excess of their carrying values.

4.
Based on the disclosure under this section, we understand that you have concluded that the fair values of the Rig Offshore, Dynamic Drilling Solutions, Process and Flow Technologies and Fiberglass reporting units are
not substantially in excess of their carrying values. If our understanding is not correct, please clarify this for us. Otherwise, expand your disclosure to describe, for each reporting unit, the factors that would contribute to a potential
impairment situation and how you view the likelihood of those factors affecting the reporting units.

 Response: For informational
purposes, our Form 10-K disclosed the fair value in excess of carrying value percentage for the four reporting units with the lowest excess percentages in our test: Rig Offshore, Dynamic Drilling Solutions, Process and Flow Technologies and
Fiberglass, all falling within a range of 15% to 30%. We concluded the fair values were substantially in excess of their carrying values. Factors supporting our conclusion included:

•

Our industry is and has always been strongly cyclical, and lower fair-value over carrying-value excesses were expected during a deep down cycle;

•

The reporting unit listed above with the lowest excess fair value percentage, Fiberglass, obtained the bulk of its goodwill in a Q4 2012 transaction, and therefore had a limited amount of time to grow fair value before
the down cycle began in late 2014.

•

We engaged third-party valuation experts to assist in the impairment testing process and have a high degree of confidence in the results.

If in the future the facts and circumstances underlying our valuation assumptions were to change and these changes would lead us to conclude that resulting
fair values would not be substantially in excess of reporting unit carrying values, or would require potential impairments, we will make appropriate disclosures in our periodic filings.

 3

CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

PURSUANT TO 17 CFR § 200.83

5.
For the reporting units for which you have concluded that the fair values of the reporting units are not substantially in excess of their carrying values, tell us and disclose the amount of goodwill allocated to the
reporting unit.

 Response: We believe the fair values of all reporting units are substantially in excess of their carrying values.

6.
Please provide us with a reasonably detailed summary of the fair value estimates underlying your goodwill impairment testing performed during the fourth quarter of 2015. The summary should address the methodologies,
significant assumptions and conclusions for each reporting unit. Additionally, explain to us why you believe the enterprise value implied by those fair value estimates is consistent with the enterprise value implied by the trading prices of your
common stock during the fourth quarter and through subsequent months.

 Response: The following table and text provides a detailed
summary of the fair value estimates underlying our goodwill impairment testing performed during the fourth quarter of 2015. The table provides competitively sensitive information the Company does not disclose publicly which has been redacted in our
EDGAR filing of this letter.

 4

CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

PURSUANT TO 17 CFR § 200.83

Rule 83 confidential treatment request made by National Oilwell Varco, Inc., Request Number 1.

 SEG

 dollars in millions (000,000)

 Reporting Unit

Risk
adjusted
DCF

Book
Value
10/1/15

Excess
Value
$

Excess
Value %

Step 1
Conclusion

Rig Systems

Rig Offshore

[***]

[***]

[***]

[***]

Pass

Rig Land

[***]

[***]

[***]

[***]

Pass

Rig Aftermarket

Rig Aftermarket

[***]

[***]

[***]

[***]

Pass

Wellbore Technologies

Dynamic Drilling Solutions

[***]

[***]

[***]

[***]

Pass

Drilling and Intervention

[***]

[***]

[***]

[***]

Fail

Drillpipe (Grant Prideco)

[***]

[***]

[***]

[***]

Fail

Tuboscope

[***]

[***]

[***]

[***]

Pass

Wellsite Services

[***]

[***]

[***]

[***]

Pass

Completion & Production

Intervention and Stimulation

[***]

[***]

[***]

[***]

Pass

Floating Production

[***]

[***]

[***]

[***]

Pass

XL Systems

[***]

[***]

[***]

[***]

Pass

Subsea

[***]

[***]

[***]

[***]

Pass

Fiberglass

[***]

[***]

[***]

[***]

Pass

Process and Flow

[***]

[***]

[***]

[***]

Pass

Risk adjusted DCF by BU

[***]

Less: Corp Overhead and Elims

[***]

Less: Corporate Debt

[***]

Implied enterprise value:

[***]

National Oilwell Varco, Inc. requests that the information contained in
Request Number 1 be

treated as confidential information and that the Commission provide notice to the
contact

person identified in the introductory paragraphs to this letter before it permits
any disclosure

 of such confidential information.

 5

CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

PURSUANT TO 17 CFR § 200.83

 We engaged a large, well respected firm to assist with our ASC 350 Impairment of Goodwill Analysis project to
ensure our analysis, conclusions and calculations were in conformity with the Statement on Standards for Valuation Services No. 1 of the American Institute of Certified Public Accountants.

Significant assumptions in the testing were as follows:

Cash flow from operations were based on NOV’s detailed 2016 plan which considers worldwide rig activity, inflationary forces, pricing strategies,
customer analysis, operational issues, competitor analysis, capital spending requirements, working capital needs, customer needs to replace aging equipment, increased complexity of drilling, new technology, and existing backlog, among other items
which impact the individual reporting unit projections. Early year growth rates anticipated both continued market declines through 2016 and a moderate pace of recovery thereafter.

Weighted average cost of capital were estimated for each reporting unit individually using a comparable guideline public company set, ranging from 8.2%
to 12.9%. Using observable market participant inputs and published databases, the following capital asset pricing model inputs were calculated for each reporting unit: capital structure, beta, size premium, country risk premium, tax rate, and long
term growth rate. Country risk premiums and tax rates were developed using the weighted average historical revenue by country for each reporting segment and the specific country risk premiums and effective tax rates for those countries,
respectively. Capital structure and beta were calculated using the median observable inputs of the comparable guideline public company set.

 Long-term
growth rates reflected the Company’s conservative long term expectations within the oil and gas services industry. Overall, the rates were based on a combination of the Company’s and its Industry’s historical and potential growth
rates, and the overall anticipated economic environment given macro trends for energy demand.

 As part of our impairment testing we considered the
reasonableness of NOV’s implied enterprise value. Taking into account a control premium that would be paid for the Company based on reported transactions in our industry, we believe the enterprise value implied by the fair value estimates is
consistent with the enterprise value implied by the trading prices of NOV’s common stock during the fourth quarter and through subsequent months.

Definitive Proxy Statement on Schedule 14A filed April 11, 2016

Compensation Discussion and Analysis, page 37

7.
In future filings, please disclose how you determined the mix of stock option and performance awards for the long-term equity incentive compensation granted to each of your named executive officers, including
Mr. Williams, and specify the criteria used to determine award amounts for such option awards.

 Response: In future filings, the
Company will include more details on how the Compensation Committee determines the mix of stock option, restricted stock and performance awards granted to each of the named executive officers and the criteria used to determine award amounts.

 6

CONFIDENTIAL TREATMENT REQUESTED BY

NATIONAL OILWELL VARCO, INC.

PURSUANT TO 17 CFR § 200.83

8.
We note you indicate that you award long-term incentive compensation, in part, based on performance metrics. In particular, your disclosure states that you grant performance share awards pursuant to performance
against a TSR (total shareholder return) goal and ROC (return on capital) goal. In future filings, please ensure you disclose your specific TSR and ROC goals as well as your actual performance against such goals, including the TSR performance of the
members of the OSX index. Please also discuss the financial and operational performance goals you considered in issuing Mr. William’s performance share awards as well as how actual performance compared to such goals.

Response: In future filings, the Company will disclose the goals of the performance share awards and the actual results of awards against the goals, including
the TSR performance of the members of the OSX index. The financial and operational performance goals considered by the Co

Mail Stop 4628
July 19, 2016

Via Email
Jose A. Bayardo
Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas  77036

Re: National Oilwell  Varco, Inc.
 Form 10 -K for Fiscal Year Ended
December 31, 2015
Filed February 19, 2016
Definitive Proxy Statement on Schedule 14A
Filed April 11, 2016
Form 8 -K
Furnished April 28, 2016
File No. 1-12317

Dear Mr. Bayardo :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for  Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
37

Results of Operations, page 42

1. We note the restructuring charges during the year ended December 31, 2015.  Please
provide a discussion and analysis of the anticipated future cost savings related to your
2015 Realignment  at both the consolidated and reportable segment levels.   Include in this

Jose A. Bayardo
National Oilwell Varco, Inc.
July 19, 2016
Page 2

 discussion the periods over which cost savings are expected to be real ized, the extent to
which you have realized the anticipated savings and whether any cost savings are
expected to be offset by anticipated increases in other expenses or reduced revenues. To
the extent actual savings by the plan are not achieved as expected  or achieved in periods
other than those expected this should also be disclosed.  Please refer to SAB Topic 5 -P.4
and Item 303( a)(3) of Regulation S -K for guidance.

Liquidity and Capital Resources , page 49

2. We note that you had $8,187 million of undist ributed earnings related to your foreign
subsidiaries at December 31, 2015  and that you consider these earnings to be
permanently reinvested .  Please provide liquidity disclosures to discuss the potential tax
impact associated with the repatriation of undi stributed earnings of foreign subsidiaries in
future periodic filings.   In this regard, please disclose the amount of cash that is currently
held by your foreign subsidiaries and disclose the impact of repatriating the undistributed
earnings of foreign sub sidiaries.  Refer to Item 303( a)(1) of Regulation S -K and Section
IV of our Release 33 -8350.

Critical Accounting Policies, page 52

Goodwill and Other Indefinite -Lived Intangible Assets , page 54

3. We note your disclosure regarding the goodwill impairment t est performed during the
fourth quarter of 2015.  For the reporting units not specifically addressed by your
disclosure, confirm for us that you have concluded that the fair values of the reporting
units are substantially in excess their carrying value.

4. Based on the disclosure under this section, we understand that you have concluded that
the fair values of the Rig Offshore, Dynamic Drilling Solutions, Process and Flow
Technologies and Fiberglass reporting units  are not substantially in excess of their
carrying values.  If our understanding is not correct, please clarify this for us.  Otherwise,
expand your disclosure to describe , for each reporting unit, the  factors that would
contribute to a potential impairment situation and how you v iew the likelihood o f those
factors affecting the reporting units.

5. For the reporting units for which you have concluded that the fair values of the reporting
units are not substantially in excess of their carrying values, tell us and disclose the
amount of goodwill allocated  to the reporting unit.

6. Please provide us with a reasonably detailed summary of the fair value estimates
underlying your goodwill impairment testing performed during the fourth quarter of
2015.  The summary should address the methodologies, significant assumptions and
conclusions fo r each reporting unit.  Additionally, explain to us why you believe the
enterprise value implied by those fair value estimates is consistent with the enterprise

Jose A. Bayardo
National Oilwell Varco, Inc.
July 19, 2016
Page 3

 value implied by the trading prices of your common stock during the fourth quarter and
through subsequent months.

Definitive Proxy Statement on Schedule 14A filed April 11, 2016

Compensation Discussion and Analysis, page 37

7. In future filings, please disclose how you determined the mix of stock option and
performance awards for the long -term eq uity incentive compensation granted to each of
your named executive officers, including Mr. Williams, and specify the criteria used to
determine award amounts for such option awards.

8. We note you indicate that you award long -term incentive compensation, in part, based on
performance metrics.   In particular, your disclosure states that you grant performance
share awards pursuant to performance against a TSR (total shareholder return) goa l and
ROC (return on capital) goal.   In future filings, please ensure you disclose your specific
TSR and ROC goals as well as your actual performance against such goals, including the
TSR performance of the members of the OSX index.   Please also discuss th e financial
and operational performance goals you considered in issuing Mr. William’s performance
share awards as well as how actual performance compared to such goals.

Form 8 -K furnished April 28, 2016

9. The earnings release included as an exhibit to your  Form 8 -K includes a discussion of
segment operating results excluding other items without a corresponding discussion of
amounts determined in accordance with GAAP.   This is inconsistent with the updated
Compliance and Disclosure Interpretations the Divis ion issued on May 17, 2016,
specifically C&DI 102.10.  Please review this guidance when preparing your next
earnings release.

10. You disclose various non -GAAP measures, including Adjusted EBITDA and operating
profit (loss) excluding other items by segment.  Each of these represents a separate non -
GAAP measure which requires reconciliation to the most directly comparable financial
measure calculated in accordance with GAAP .  See Item 100(a) of Regulation G and
revise your presentation accordingly.

We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and it s 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.

Jose A. Bayardo
National Oilwell Varco, Inc.
July 19, 2016
Page 4

 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 f iling; 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.

You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331  or Brad  Skinner,
Senior Assistant Chief Accountant , at (202) 551 -3489 if you have questions regarding comments
on the financial statements and related matters.  Please contact Jason Langford, Staff Attorney, at
(202) 551-3193 or Karina Dorin, Staff Attorney , at (202) 551-3763  with any other questions.

Sincerely,

 /s/ Brad Skinner for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

Mail Stop 4628
September 1, 2015

Via E -mail
Jose A. Bayardo
Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas  77036

Re: National Oilwell  Varco, Inc.
 Form 10-K for the Fiscal Year Ended
December 31, 2014
Filed February 17, 2015
File No. 1-12317

Dear Mr. Bayardo :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brad Skinner

        Brad Skinner
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

National Oilwell Varco, Inc.

 7909 Parkwood Circle Drive

 Houston, TX
77036

 August 10, 2015

 Division
of Corporation Finance

 U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attn: Ms. Diane Fritz

 Attn: Mr. Brad Skinner

RE:
National Oilwell Varco, Inc. (the “Company”)

 Form 10-K for the Fiscal year
Ended

 December 31, 2014

Filed February 17, 2015

File No. 1-12317

 Ladies and Gentlemen:

 This letter responds to comments that the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U. S.
Securities and Exchange Commission (the “Commission” or the “SEC”) on July 31, 2015. For your convenience our responses are prefaced by the Commission’s comments in bold text. All capitalized terms used herein and not
defined herein shall have the meanings given to them in our 2014 Form 10-K.

 Form 10-K Fiscal Year Ended December 31, 2014

Business, page 1

 Backlog, page 16

1.
We note your disclosure of contract backlog. Tell us how you considered disclosing the amount or percentage of backlog not reasonably expected to be filled within the current fiscal year as required by
Item 101(c)(1)(viii) of Regulation S-K.

 Response: Our form 10-K for the year ended December 31, 2014 did not disclose the
amount of the ending backlog not reasonably expected to be recognized in revenue in 2015.

 1

National Oilwell Varco, Inc.

 7909 Parkwood Circle Drive

 Houston, TX
77036

 In our second quarter 2015 Form 10-Q filed with the SEC on August 5, 2015, we added the following
additional disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations, pages 27 (Rig Systems) and 28 (Completion & Production Solutions) regarding backlog not reasonably expected to be filled
during the remainder of the current fiscal year:

 Results of Operations

Rig Systems

 The Rig Systems segment monitors its capital
equipment backlog to plan its business. New orders are added to backlog only when the Company receives a firm written order for major drilling rig components or a signed contract related to a construction project. The capital equipment backlog was
$9.0 billion at June 30, 2015, a decrease of $6.4 billion, or 42%, from backlog of $15.4 billion at June 30, 2014. Numerous factors may affect the timing of revenue out of backlog. Considering the factors, the Company reasonably expects
approximately $2.4 billion of revenue out of backlog in the last six months of 2015 and approximately $6.6 billion of revenue out of backlog in 2016 and thereafter. At June 30, 2015, approximately 91% of the capital equipment backlog was for
offshore products and approximately 92% of the capital equipment backlog was destined for international markets.

 Results of Operations

Completion & Production Solutions

 The
Completion & Productions Solutions segment monitors its capital equipment backlog to plan its business. New orders are added to backlog only when the Company receives a firm written order for major drilling rig components or a signed
contract related to a construction project. The capital equipment backlog was $1,189 million at June 30, 2015, a decrease of $956 million, or 45% from backlog of $2,145 million at June 30, 2014. Numerous factors may affect the timing of
revenue out of backlog. Considering the factors, the Company reasonably expects approximately $800 million of revenue out of backlog in the last six months of 2015 and approximately $389 million of revenue out of backlog in 2016 and thereafter. At
June 30, 2015, approximately 71% of the capital equipment backlog was for offshore products and approximately 82% of the capital equipment backlog was destined for international markets.

We will include similar disclosure in each of our future filings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 32

Critical accounting Policies and Estimates, page 47

Goodwill and Other Indefinite-Lived Intangible Assets, page 48

2.
We note your disclosure that you performed your annual impairment test in the fourth quarter and that goodwill was not impaired. Confirm to us, if true, that no reporting units are at risk of failing step one in the
goodwill impairment test under ASC 350-20-35-4 through 8. Otherwise, for reporting units with material goodwill that are at risk of failing step one in the goodwill impairment test, disclose the following:

•

The percentage by which fair value exceeded carrying value as of the date of the most recent test;

 2

National Oilwell Varco, Inc.

 7909 Parkwood Circle Drive

 Houston, TX
77036

•

A description of how the main valuation assumptions were determined;

•

A discussion of the degree of uncertainty associated with the main assumptions. The discussion regarding uncertainty should provide specifics to the extent possible; and

•

A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the main assumptions.

Response: We confirm that no reporting units of NOV were at risk of failing step one in the goodwill impairment test under ASC 350-20-35-4 through 8 when we
last conducted an impairment test in the fourth quarter of 2014. Our conclusion during the fourth quarter of 2014 was based on our market view at the time.

In our second quarter 2015 Form 10-Q, filed with the SEC on August 5, 2015, we added the following additional disclosures in Management’s Discussion
and Analysis of Financial Condition and Critical Accounting Policies and Estimates. We did so due to continued deterioration in market conditions and the risk that the evolving cyclical downturn in the oil and gas industry may become more severe and
of longer duration than expected. In addition to causing lower revenues for a longer period, an extended, more-severe downturn could cause our business leaders to make capital and resource allocation/reduction decisions, as well as decisions to
pursue or not pursue various strategies, which could impact the value of certain of our intangible assets. We will continue to monitor our reporting units and will update the below disclosure in our future filings as appropriate. Please see below
for disclosure:

 Critical Accounting Policies and Estimates

Goodwill and Other Indefinite-Lived Intangible Assets

 The
Company has approximately $8.5 billion of goodwill and $0.5 billion of other intangible assets with indefinite lives as of June 30, 2015. Generally accepted accounting principles require the Company to test goodwill and other indefinite-lived
intangible assets for impairment at least annually or more frequently whenever events or circumstances occur indicating that goodwill or other indefinite-lived intangible assets might be impaired. Events or circumstances which, over a sustained
period, could indicate a potential impairment include (but are not limited to) a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitability or cash flow of oil and gas companies or drilling
contractors; a significant reduction in worldwide well remediation activity; a significant reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas.

The implied fair value of goodwill is determined by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair
value of that reporting unit as a whole. Fair value of the reporting units is determined in accordance with ASC Topic 820 “Fair Value Measurements and

 3

National Oilwell Varco, Inc.

 7909 Parkwood Circle Drive

 Houston, TX
77036

Disclosures” using significant unobservable inputs, or level 3 in the fair value hierarchy. These inputs are based on internal management estimates, forecasts and judgments, using a
combination of three methods: discounted cash flow, comparable companies, and representative transactions. While the Company primarily uses the discounted cash flow method to assess fair value, the Company uses the comparable companies and
representative transaction methods to validate the discounted cash flow analysis and further support management’s expectations, where possible.

 The
discounted cash flow is based on management’s short-term and long-term forecast of operating performance for each reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the
Company’s goodwill impairment analysis, include the cash flow from operations from each of the Company’s individual business units and the weighted average cost of capital. The starting point for each of the reporting unit’s cash flow
from operations is the detailed annual plan or updated forecast. The detailed planning and forecasting process takes into consideration a multitude of factors including worldwide rig activity, inflationary forces, pricing strategies, customer
analysis, operational issues, competitor analysis, capital spending requirements, working capital needs, customer needs to replace aging equipment, increased complexity of drilling, new technology, and existing backlog among other items which impact
the individual reporting unit projections. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and
considered long-term earnings growth rates. The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility,
significant judgment must be applied to determine whether credit changes are a short-term or long-term trend.

 The annual impairment test is performed
during the fourth quarter of each year. The valuation techniques used in the annual test were consistent with those used during previous testing. The inputs used in the annual test were updated for current market conditions and forecasts. The fair
value for all of the Company’s intangible assets with indefinite lives were in excess of the respective asset carrying values, with two exceptions. These intangible assets, which represent indefinite-lived trade names within the Company’s
Wellbore Technologies segment, had a calculated fair value approximately $104 million below carrying value. The fourth-quarter 2014 impairment charge was primarily the result of the substantial decline in oil prices during the fourth quarter of
2014, declines in forecasts in rig activity for 2015, and a decline in the revenue forecast for the segment for 2015 and future periods. During the review of its 2014 annual goodwill impairment test, the calculated fair values for all of the
Company’s reporting units significantly exceeded the respective reporting units carrying value. Twelve of the Company’s 15 reporting units had fair values in excess of 50% of the respective reporting unit’s carrying value. The
Company’s Drilling and Intervention, Grant Prideco and Fiberglass reporting units each had calculated fair values that were between 25% and 50% in excess of the respective carrying values. We continue to monitor the cash flows for these
reporting units as they each contain material goodwill.

 Based on its analysis, the Company did not report any impairment of goodwill and other
indefinite-lived intangible assets, other than those mentioned above, for the years ended December 31, 2014, 2013 and 2012.

 4

National Oilwell Varco, Inc.

 7909 Parkwood Circle Drive

 Houston, TX
77036

 In the first half of 2015, commodity prices have remained at low levels and the active rig count has
continued to decline resulting in a significant decline in the Company’s market capitalization. While the Company incorporated a downturn into its forecasts in our previous annual test, should current conditions worsen, or continue for an
extended period of time, we may identify and record an impairment charge related to the reporting units previously identified or other intangible assets as a result of our annual test or as a result of a trigger and interim impairment test.

In providing this response to the Staff, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in
the above-referenced filing, (ii) Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing, and (iii) 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.

 If
you or any member of the Staff has any question regarding the responses set forth herein, please contact me by telephone at (713) 766-4002 or by email at scott.duff@nov.com.

Sincerely,

By:

 /s/ Scott K. Duff

Name:

Scott K. Duff

Title:

Corporate Controller, Chief Accounting Officer and Chief Financial Officer

 5

July 3 1, 2015

Via E -mail
Scott K. Duff
Interim Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas  77036

Re: National Oilwell Varco, Inc.
 Form 10-K for the Fiscal Year Ended
December 31, 2014
Filed February 17, 2015
File No. 1-12317

Dear Mr. Duff :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for  Fiscal Year Ended December 31, 2014

Business, page 1

Backlog, page 16
1. We note your disclosure of contract backlog.  Tell us how you considered disclosing the
amount or percentage of backlog not reasonably expected to be filled within the current
fiscal year as required by Item 101(c)( 1)(viii) of Regulation S -K.

Scott K. Duff
National Oilwell Varco, Inc
July 31 , 2015
Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32

Critical accounting Policies and Estimates, page 47

Goodwill and Other Indefinite -Lived Intangible Assets, page 48

2. We note your disclosure that you performed your annual impairment test in the fourth
quarter and that goodwill was not impaired.  Confirm to us, if true, that no reporting units
are at risk of failing step one in the goodwill impairment test under ASC 350 -20-35-4
through 8.  Otherwise, for reporting units with material goodwill that are at risk of failing
step one in the goodwill impa irment test, disclose the following:

 The percentage by which fair value exceeded carrying value as of the date of the
most recent test;
 A description of how the main valuation assumptions were determined;
 A discussion of the degree of uncertainty associated with the main assumptions.
The discussion regarding uncertainty should provide specifics to the extent
possible; and
 A de scription of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the main  assumptions .

Refer to Item 303(a)(3)(ii) of Regulation S -K and Section V of Release 33 -8350.

We urge all persons who are respons ible for the accuracy and adequacy of the disclosure
in the filing to be certain that 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 posses sion 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 comp any 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.

Scott K. Duff
National Oilwell Varco, Inc
July 31 , 2015
Page 3

 You may contact Diane Fritz, Staff Accountant , at (202) 551 -3331  or me at (202 ) 551-
3489  with any questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

July 17 , 2014

Via Facsimile
Jeremy D. Thigpen
Senior Vice President  and Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, TX 77036

 Re: National Oilwell Varco , Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 14, 2014
  File No. 1-12317

Dear Mr. Thigpen :

We refer you to our comment letter dated June 25, 2014 regarding business contacts with
Syria, Sudan and Cuba.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do no t foreclose the
Commission from taking any action with respect to the company or 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 Unit ed States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

CORRESP

 July 2, 2014

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attn:
Ms. Cecilia Blye

Mr. Roger Schwall

Fax:
703-813-6979

RE:
National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 23, 2011 (“2010 Form 10-K”)

File No. 001-12317

 Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission” or the “SEC”) on June 25, 2015 by fax dated June 25, 2014. For your convenience, the Company’s responses are prefaced by the Commission’s comment bold text.
All capitalized terms used herein and not defined herein shall have the meanings given to them in our 2010 Form 10-K.

 Risk Factors, page 21

There are risks associated with our presence in international markets, page 23

General

1.
In your letters to us dated May 23, 2011 and June 23, 2011, you discussed contacts with Syria, Sudan and Cuba. We are aware of a third party environmental website which lists National Oilwell Varco among
drilling fluids companies in Sudan, and we are aware of recent news articles reporting that two rigs located offshore Cuba include your blowout preventers. Syria, Sudan and Cuba are designated by the State Department as state sponsors of terrorism,
and are subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure about contacts with these countries except for the information on page 91 regarding federal investigations Robbins &
Myers. We also noted that you do not identify the countries involved in the Office of Foreign Assets and Control’s investigation of Ameron International Corporation.

Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria, Sudan and Cuba since your 2011
letters, including through subsidiaries, affiliates, distributors, resellers, customers, joint venture partners, or other direct or indirect arrangements. In this regard, we note disclosure in your Form 10-K about Samsung Heavy Industries and
Schlumberger. Each of these companies is reported to have contacts with

NOV

7909 Parkwood Circle Drive

Houston, Texas 77036

 Page
 1

Syria, Sudan, and /or Cuba. Your response should describe any products, equipment, components, technology or services you have provided to the referenced countries, and any agreements, commercial
arrangements, or other contacts with the governments of those countries or entities controlled by those governments.

 Response:

As noted in our prior response, the Company does not presently conduct any business with Iran, Sudan, or Cuba.

After its correspondence of May 23, 2011 and June 23, 2011 to the Staff, National Oilwell Varco (“NOV”), and its non-U.S. affiliates,
National Oilwell Varco Downhole Eurasian Ltd. (“NOVDEL”) and National Oilwell Varco (U.K.) Ltd (“NOVUK”) applied for and received a license from Office of Foreign Assets Control (“OFAC”) to wind down its business in
Syria. In addition, OFAC issued General License 7 governing winding down business in Syria, which also applied to NOV. The amount of funds collected by NOV, NOVDEL and NOVUK related to the licenses granted by OFAC was approximately $141,543.00.
Furthermore, NOVDEL applied to the HM Treasury Department in the UK for a license to collect funds in connection with winding down other business in Syria. In response to NOVDEL’s application, HM Treasure advised that no license was required.

 In response to Staff’s inquiry about web-based information related to drilling fluids sales in Sudan, NOV has not identified evidence to corroborate
this web rumor.

 As to your inquiry regarding Cuba, we note your comment; “We are aware of recent news articles reporting that two rigs located
offshore Cuba include your blowout preventers.” NOV did provide BOPs for the two rigs (Songa Mercur and Scarabeo 9) prior to their operations in Cuban waters. NOV stopped providing goods and services to these rigs once it became known that they
were going to conduct operations offshore Cuba.

2.
Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders.
You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms
of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and
municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. designated state sponsors of terrorism. Your materiality analysis should
address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria, Sudan and Cuba.

NOV

7909 Parkwood Circle Drive

Houston, Texas 77036

 Page
 2

 Response:

As noted in our response in our May 23, 2011 response to Staff’s comments “Company does not currently engage in any business activities in
Sudan, Iran or Cuba. The Company’s current limited business contacts in Syria are winding down. The Company does not intend to engage in any activities in any of these countries in the future. Therefore, the Company does not believe its current
limited contacts in Syria or its prior limited contacts in any of the four countries in question based on contracts entered into before 2007 are material on a qualitative basis.”

Response No. 1 describes NOV’s winding down actions, as noted above in response to comment No. 1. In winding down its Syria business, NOV,
NOVDEL and NOVUK obtained a license from the OFAC to collect $141,543.00. NOVDEL applied in the UK for a license to collect other funds, but HM Treasury determined that no license was required. Collectively the revenue from winding down sales in
Syria were not material to NOV from a quantitative point of view. Furthermore, in view of the license applications, the immaterial amount of sales revenue and other relevant factors, NOV believes its disclosures provide appropriate information to
investors in making their investment decisions.

 In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
above-referenced filings, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein, please contact the undersigned at (713) 346-7550.

Sincerely,

/s/ Dwight W. Rettig

 Dwight W. Rettig

 Senior Vice President and General Counsel

NOV

7909 Parkwood Circle Drive

Houston, Texas 77036

 Page
 3

UNITED STATES
SECURITIES AND  EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

June 2 5, 2014

Via Facsimile
Jeremy D. Thigpen
Senior Vice President  and Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, TX 77036

 Re: National Oilwell Varco , Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 14, 2014
  File No. 1-12317

Dear Mr. Thigpen :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with i nformation so we may
better understand your disclosure.

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

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

Risk Factors, page 21
There are risks associated with our presence in in ternational markets, page 23
General

1. In your letters to us dated May 23, 2011 and June 23, 2011, you discussed contacts with
Syria, Sudan and Cuba.  We are aware of a third party environmental website which lists
National Oilwell Varco among drilling flui ds companies in Sudan, and we are aware of
recent news articles reporting that two rigs located offshore Cuba include your blowout
preventers.  Syria, Sudan and Cuba are designated by the State Department as state
sponsors of terrorism, and are subject to U .S. economic sanctions and export controls.
We note that your Form 10 -K does not include disclosure about contacts with these
countries except for the information on page 91  regarding federal investigations of
Robbins &  Myers.  We also note that you do not identify the countries involved in the

Jeremy D. Thigpen
National Oilwell Varco, Inc.
June 25 , 2014
Page 2

 Office of Foreign Assets and Control’s investigation of Ameron International
Corporation.

Please describe to us the nature and extent of your past, current, and anticipated con tacts
with Syria, Sudan and Cuba since your 2011 letters, including through subsidiaries,
affiliates, distributors, resellers, customers, joint venture partners, or other direct or
indirect arrangements.  In this regard, we note disclosure in your Form 10 -K about
Samsung Heavy Industries and Schlumberger . Each of these companies is reported to
have contacts with Syria, Sudan, and/or Cuba.  Your response should describe any
products, equipment, components, technology or services you have provided to the
referenced countries, and any agreements, commercial arrangements, or other contacts
with the governments of those countries or entities controlled by those governments.

2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, asset s, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impac t of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies tha t do business with
U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria, Sudan a nd Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that 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 the 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 state ment 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 act ion 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.

Jeremy D. Thigpen
National Oilwell Varco, Inc.
June 25 , 2014
Page 3

 Please contact Jennifer Hardy, Special Counsel,  at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Bly e

                  Cecilia Blye, Chief
                  Office of Global Security Ris k

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance

July 18 , 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. 1-12317

Dear  Mr. Miller :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Ethan Horowitz for

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

 National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

 Houston, TX
77036

 PHONE 713-346-7500

 FAX
713-346-7995

 June 24, 2013

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

 Attn: Mr. H. Roger
Schwall

RE:
National Oilwell Varco, Inc. (the “Company”)

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

 Filed February 22, 2013 (“2012 Form 10-K”)

 File
No. 001-12317

 Ladies and Gentlemen:

 This letter responds to the comments that the Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission” or the “SEC”) on June 11, 2013. For your convenience, the Company’s responses are prefaced by the Commission’s comment in bold text. All capitalized terms used herein and not defined herein shall have
the meanings given to them in our 2012 Form 10-K.

 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.

 Response: The Company believes it has filed all of its material contracts as required under Item 601(b)(10) of
Regulation S-K. As stated in the Company’s 2012 Form 10-K, one of the Company’s customers—Samsung Heavy Industries—accounted for 10% of the Company’s total revenues for the year ended December 31, 2012. This customer is
a shipyard serving as the general contractor for the construction of drillships for numerous, unaffiliated drillship owners and drilling contractors, who have required the shipyard to contract directly with the Company for the provision of the
Company’s drilling equipment. Company revenues attributed to the shipyard are evidenced by numerous contracts, each of which is ordinary course in nature and relates to the provision of

 U.S. Securities and Exchange Commission

 June 24, 2013

  Page
 2

drilling equipment for a separate drillship to be delivered to individual owners or drilling contractors. None of these contracts, on an individual basis, are material to the Company. Because
these contracts are made in the ordinary course of the Company’s business and the Company’s business is not substantially dependent upon any of these contracts, they do not fall within the purview of Item 601(b)(10) of Regulation S-K.

 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.

 Response: In the
United States, the Company has $20 million of net operating loss carryforwards as of December 31, 2012, of which $4 million will expire in 2025, $13 million will expire in 2026, $1 million will expire in 2027, $1 million will expire in 2029 and
$1 million will expire in 2030.

 Outside the United States, the Company has $76 million of net operating loss carryforwards as of
December 31, 2012, of which $1 million will expire in 2014, $9 million will expire in 2015, $4 million will expire in 2017, $12 million will expire in 2020, $21 million will expire in 2021, $7 million will expire in 2022 and $22 million will
carry forward indefinitely.

 As of December 31, 2012, the amount of net operating loss carryforwards against which no valuation allowance
has been provided is $7 million.

 We will disclose these details to more clearly indicate the specific periods in which these net operating
loss carryforwards will expire in the 2013 Form 10-K.

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 repatriated. 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 the 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 conclusion. Refer to FASB ASC 740-30-25-17.

 U.S. Securities and Exchange Commission

 June 24, 2013

  Page
 3

 Response: During the fiscal year ended December 31, 2012, we executed a transaction for a non-cash
internal sale from our US group of companies to one of our foreign subsidiaries located in the Netherlands of certain foreign subsidiaries located in Singapore and Malaysia that had been acquired in 2011. This transaction was undertaken to better
position the ownership of recently acquired subsidiaries for integration within our international corporate legal structure. A gain on this internal sale was recognized for US tax purposes and was not a result of the payment by the Company of a cash
dividend from our foreign subsidiaries to our US group. As a result of this transaction, earnings from the acquiring subsidiaries were considered for US tax purposes as being repatriated to the US group.

At December 31, 2012, the Company’s subsidiaries had cumulative earnings of $4,620 million that are considered permanently reinvested in
working capital and long term assets which are required to maintain its level of business. In addition, cumulative earnings of $1,534 million have not been reinvested and are considered available for distribution to the US group. At
December 31, 2012, the Company’s combined international operations had a cash balance of $1,765 million. Expenditures for capital improvements of approximately $392 million are budgeted for 2013, leaving $1,373 million to support ongoing
operations and fund expansion into new markets through the acquisition of new businesses and further growth of existing international operations. Since 2010, the Company’s international subsidiaries have closed acquisitions for approximately
$2,000 million. Opportunities for expansion into international markets are being driven by increasing local content requirements of local governments (e.g., Saudi Arabia, Russia and Brazil), pressure from customers to shorten supply chains to speed
product delivery and reduce costs, and growing demand for products used in offshore production activities, especially for deep-water applications, and pressure control (i.e., Blowout Prevention and Well Control).

Note 15 – Business Segments and Geographic Areas, page 95

4.
We note that you identify numerous products 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.

 Response: We believe our reported segments disclose the information required by ASC 280-10-50-40 because our segments are aligned by groups of similar products and services. We considered the similarity
of the products and services for each of our three segments as follows:

 U.S. Securities and Exchange Commission

 June 24, 2013

  Page
 4

 Rig Technology

 Rig Technology primarily sells capital equipment units (drilling rigs, coiled tubing units, pressure pumping units, cranes, FPSO products, wireline units and rig instrumentation sets) to other oilfield
service providers to expand their fleets of equipment, or upgrade their existing fleets. Substantially all of the products provided by Rig Technology are used in oil and gas well drilling and remediation activities.

Petroleum Service & Supplies

Petroleum Services & Supplies manufactures, rents and sells equipment and services used to perform drilling operations and remediation
activities, including drill pipe, wired drill pipe, coiled tubing pipe, inspection and coating services, fiberglass products, transfer pumps, solids control systems, drilling motors, drilling fluids, drill bits, reamers and other downhole tools, and
mud pump consumables. The products and services in this segment contain significant intellectual property and technology.

Distribution & Transmission

Distribution & Transmission provides pipe, maintenance, repair and operating supplies and spare parts to drill sites and production locations,
pipeline operations, and processing plants worldwide. Products and services in this segment contain limited intellectual property and technology.

 In providing this response letter to the Staff, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing,
(ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing, and (iii) 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.

 If you or any member of
the Staff has any questions regarding the responses set forth herein, please contact the undersigned at (713) 346-7550.

Sincerely,

 /s/ Dwight W. Rettig

Dwight W. Rettig

Executive Vice President, General Counsel and Secretary

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

July 8, 2011
 Via Email

Clay C. Williams Executive Vice President and  Chief Financial Officer National Oilwell Varco, Inc. 7909 Park Circle Drive Houston, Texas 77036-6565
Re: National Oilwell Varco, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 23, 2011
  File No. 001-12317

Dear Mr. Williams:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Ethan Horowitz
Ethan Horowitz
 Accounting Branch Chief

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June 23, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ethan Horowitz

    RE:

    National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 23, 2011 (“2010 Form 10-K”)

File No. 001-12317

Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or the “SEC”) on June 9, 2011 by e-mail dated June 9, 2011. For your convenience, the Company’s
responses are prefaced by the Commission’s comment in bold text. All capitalized terms used herein
and not defined herein shall have the meanings given to them in our 2010 Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2010

General

    1.

    We note your response to prior comment one in your May 23, 2011 letter.
Please describe the products or services that you have provided and those which you
continue to provide, directly or indirectly, through subsidiaries or other
arrangements, to Iran, Syria and Cuba. Describe in your response the sales you
reference in your response to prior comment two in which your customer may have
shipped or used goods in Cuba. Please clarify whether any of your contacts involved
the governments of Iran, Syria or Sudan or entities controlled by these governments,
including whether any such entities were co-parties on projects or to agreements.

Response:

As noted in our prior response, the Company does not presently conduct any business with Iran,
Sudan, or Cuba. The Company is in the process of completing its current business in Syria and is
no longer accepting any new business in Syria. In the past, a number of independent foreign
subsidiaries of the Company have provided products and/or services such as drilling
mud motors, down
hole fishing tools and spare parts for drilling rigs. As to our comment that a “customer may have
shipped or used goods in Cuba,” we have identified sales or rentals of drilling mud
motors.
Typically, the sales by the Company’s independent foreign subsidiaries were to state-owned oil
companies or an affiliated company.

    2.

    We note the information in your response to prior comment two in your May 23,
2011 letter regarding the percentage of direct sales to Iran, Syria, Sudan and Cuba
from January 1, 2008 to December 31, 2010. Please provide the approximate dollar
amount of revenue from all sales, direct and indirect, to these countries during each
of the referenced fiscal years. Please also provide the approximate dollar amount of
revenue from sales to these countries during the subsequent interim period.

Response:

For each of the referenced periods, the direct sales identified by the Company
during its investigation made by independent foreign subsidiaries to the
referenced countries was not material. The percentage of the Company’s
revenue from such sales was less than one half of one percent of the Company’s
revenue for each year.

Financial Statements

Notes to Consolidated Financial Statements

Note 12 — Commitments and Contingencies, page 85

    3.

    We note your response to our prior comment six in your May 23, 2011 letter.
As requested in our prior comment, please describe any matters for which you have
recorded a contingent liability pursuant to FASB ASC 450-20-25. In addition, with
regard to any contingencies for which there is a reasonable possibility of a loss,
please disclose an estimate of the amount of the reasonably possible loss or range of
loss for which you have not recognized a liability. In connection with your response,
please provide us with your proposed disclosure.

Response:

The Company’s recorded contingent liabilities at December 31, 2010 represent less than 0.25% of the
Company’s total assets. The majority of this amount has to do with the export trade issue
previously questioned, which Ms. Tracy Price of the SEC’s Division of Enforcement is familiar with.
The remainder is comprised of litigation claims and environmental cleanup costs. The Company has
also assessed the potential for additional losses above the amounts accrued as well as potential
losses for matters that are not probable but are reasonably possible. The total potential loss on
these matters cannot be determined; however, in our opinion, any ultimate liability, to the extent
not otherwise provided for, will not materially affect our financial position, cash flow or results
of operations.

Proposed future disclosure:

We have received federal grand jury subpoenas and subsequent inquiries from governmental agencies
requesting records related to our compliance with export trade laws and regulations. We have
cooperated fully with agents from the Department of Justice, the Bureau of Industry and Security,
the Office of Foreign Assets Control, and U.S. Immigration and Customs Enforcement in responding to
the inquiries. We have also cooperated with an informal inquiry from the Securities and Exchange
Commission in connection with the inquiries previously made by the aforementioned federal agencies.
We have conducted our own internal review of this matter. At the conclusion of our internal review
in the fourth quarter of 2009, we identified possible areas of concern and discussed these areas of
concern with the relevant agencies. We are currently negotiating a potential resolution with the
agencies involved related to these matters.

In addition, we are involved in various other claims, regulatory agency audits and pending or
threatened legal actions involving a variety of matters. At December 31, 2010, the Company recorded
an immaterial amount for contingent liabilities representing all contingencies believed to be
probable. The Company has also assessed the potential for additional losses above the amounts
accrued as well as potential losses for matters that are not probable but are reasonably possible.
The total potential loss on these matters cannot be determined; however, in our opinion, any
ultimate liability, to the extent not otherwise provided for and except for the specific case
referred to above, will not materially affect our financial position, cash flow or results of
operations. As it relates to the specific case referred to above we currently anticipate that any
administrative fine or penalty agreed to as part of a resolution would be within established
accruals, and would not have a material effect on our financial position or results of operations.
To the extent a resolution is not negotiated as anticipated, we cannot predict the timing or effect
that any resulting government actions may have on our financial position, cash flow or results of
operations. These estimated liabilities are based on the Company’s assessment of the nature of
these matters, their progress toward resolution, the advice of legal counsel and outside experts as
well as management’s intention and experience.

Our business is affected both directly and indirectly by governmental laws and regulations relating
to the oilfield service industry in general, as well as by environmental and safety regulations
that specifically apply to our business. Although we have not incurred material costs in connection
with our compliance with such laws, there can be no assurance that other developments, such as new
environmental laws, regulations and enforcement policies hereunder may not result in additional,
presently unquantifiable, costs or liabilities to us.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the above-referenced filings, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Senior Vice President, General Counsel
and Secretary

June 9, 2011
 Via E-Mail

Clay C. Williams Executive Vice President and  Chief Financial Officer National Oilwell Varco, Inc. 7909 Park Circle Drive Houston, Texas 77036-6565
Re: National Oilwell Varco, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 23, 2011
  File No. 001-12317

Dear Mr. Williams:
We have reviewed your letter dated May 23, 2011 and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days, 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

General
 1. We note your response to prior comment one  in your May 23, 2011 letter.  Please
describe the products or services that you ha ve provided and those which you continue to
provide, directly or indirectl y, through subsidiaries or othe r arrangements, to Iran, Syria
and Cuba.  Describe in your response the sales you reference in your response to prior
comment two in which your customer may ha ve shipped or used goods in Cuba.  Please
clarify whether any of your c ontacts involved the governments of Iran, Syria or Sudan or
entities controlled by these governments, incl uding whether any such entities were co-
parties on projects or to agreements.
 2. We note the information in your response to prior comment two in your May 23, 2011
letter regarding the percentage  of direct sales to Iran, Syria, Sudan and Cuba from

Clay C. Williams
National Oilwell Varco, Inc. June 9, 2011 Page 2

 January 1, 2008 to December 31, 2010.  Please pr ovide the approximate dollar amount of
revenue from all sales, direct and indire ct, to these countries  during each of the
referenced fiscal years.  Please also provi de the approximate dolla r amount of revenue
from sales to these countries during the subsequent interim period.
 Financial Statements

 Notes to Consolidated Financial Statements

 Note 12 – Commitments and Contingencies, page 85

 3. We note your response to our prior comme nt six in your May 23, 2011 letter.  As
requested in our prior comment, please describe  any matters for which you have recorded
a contingent liability pursuant to FASB ASC 450-20-25.  In addition, with regard to any
contingencies for which there is a reasonable possibility of a loss, please disclose an
estimate of the amount of the reasonably possi ble loss or range of loss for which you have
not recognized a liabil ity.  In connection with your respons e, please provide us with your
proposed disclosure.

You may contact Andri Boerman at (202) 551- 3645 or me at (202) 551-3311 if you have
questions regarding comments.

Sincerely,
   /s/ Ethan Horowitz   Ethan Horowitz  Accounting Branch Chief

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    National Oilwell Varco, Inc.

    7909 Parkwood Circle Drive

    Houston, TX 77036

    PHONE 713-346-7500

    FAX 713-346-7995

May 23, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ethan Horowitz

    RE:

    National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 23, 2011 (“2010 Form 10-K”)

File No. 001-12317

Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or the “SEC”) on May 3, 2011 by letter dated May 2, 2010. For your convenience, the Company’s
responses are prefaced by the Commission’s comment in bold text. All capitalized terms used herein
and not defined herein shall have the meanings given to them in our 2010 Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2010

General

    1.

    We note from publicly available company profiles and analyst reports that you
have conducted business in and exported to Iran. We also note publicly available
profiles for managers for your company in the Syria, Turkey and Jordan region. We note
from an October 2010 news article that your company may have supplied a blowout
preventer to a rig in Cuba. Finally, we note from pages 16 and 20 of your Form 10-K
that you have operations in Africa.

    Sudan, located in Africa, and Iran, Syria and Cuba are identified by the State
Department as state sponsors of terrorism and are subject to U.S. economic
sanctions and export controls. We note that your Form 10-K does not include
disclosure about business contacts with these countries. Please describe to us the
nature and extent of your past, current, and anticipated contacts with Iran, Syria,
Sudan and Cuba,
whether through subsidiaries or other direct or indirect

    arrangements. Your
response should also describe any services or products you have provided to Iran,
Syria, Sudan or Cuba and any agreements, commercial arrangements, or other contacts
you have had with the governments of Iran, Syria, Sudan or Cuba, or entities
controlled by these governments.

Response: Prior to 2007, the Company, through independent foreign subsidiaries, conducted some
business in Syria and Iran, but the total sales were immaterial. The Company has also disclosed,
in a separate inquiry with the SEC’s Division of Enforcement, certain direct and indirect
activities, including those by the Company’s independent foreign subsidiaries, in which goods may
have had a final destination in Sudan or Cuba. These sales were also immaterial. In late 2007,
the Company implemented a new policy prohibiting new sales, either direct or indirect, to Iran.
The Company has not engaged in any activities in Iran, Sudan or Cuba since 2009 and does not intend
to engage in any activities in these countries in the future.

One of the Company’s independent foreign subsidiaries is currently engaged in a very limited number
of projects in Syria. The total sales for these few projects are immaterial. The Company is not
accepting any new business related to Syria and, as soon as the current projects are complete, will
have no further business contacts with Syria. The contracts for the current Syrian projects are in
compliance with US and local law.

    2.

    Please discuss the materiality of your contacts with Iran, Syria, Sudan or
Cuba described in response to our foregoing comment and whether those contacts
constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fiscal years and
subsequent interim period. Also, address materiality in terms of qualitative factors
that a reasonable investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a company’s reputation and
share value. Various state and municipal governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.- designated state sponsors of
terrorism. Your materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Syria, Sudan and Cuba, and should discuss the
possibility for reputational harm from your joint venture with Schlumberger and your
relationship Samsung Heavy Industries. In this regard, we note that your joint venture
partner Schlumberger states on its website that it has operations in Iran, Syria,
Sudan and Cuba. We note also that your significant customer Samsung Heavy Industries’
parent has an office in and conducts business in Iran.

Response: From January 1, 2008 to December 31, 2010, (during which time period the Company’s
independent foreign subsidiaries were winding down any remaining activities in Iran and Syria) as
disclosed to the SEC’s Division of Enforcement, through the Company’s internal investigation, in
addition to sales described in number 1 above to Iran, Sudan or Syria, the Company identified
certain other sales for which the Company’s customer may have shipped or used goods in Cuba. For
the period January 1, 2008 to December 31, 2010, direct sales identified to date to these countries
were less than 0.3% of total revenues. Therefore, on a quantitative basis, the Company’s direct
contacts with these countries are immaterial.

As noted in our response to comment no. 1, the Company does not currently engage in any business
activities in Sudan, Iran or Cuba. The Company’s current limited business contacts in Syria are
winding down. The Company does not intend to engage in any activities in any of these countries in
the future. Therefore, the Company does not believe its current limited contacts in Syria or its
prior limited contacts in any of the four countries in question based on contracts entered into
before 2007 are material on a qualitative basis.

As to Schlumberger and Samsung Heavy Industries, we have disclosed these relationships in our Form
10-K and have not received any indication from any investor or potential investor that these
relationships are problematic nor are we aware of any information or market data that indicates the
Company has, or could possibly suffer, any reputational harm as a result of these relationships.

    3.

    We note the disclosure on page 20 regarding government inquiries related to
compliance with export trade laws and regulations and your subsequent internal review.
Please tell us the nature of the actions underlying the inquiries and the countries
involved.

Response: The SEC’s Division of Enforcement is familiar with these inquiries. The review
concerned the extent to which the Company had conducted business with Iran, Cuba, and Sudan through
foreign subsidiaries and information related to any such business. Ms. Tracy Price can provide
information regarding the nature of the inquiries and the countries involved.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary, page 36

    4.

    We note you have presented certain non-GAAP measures in your filing such as
diluted earnings per share excluding intangible asset impairment and transaction,
devaluation and voluntary retirement charges and operating profit excluding
transaction charges. However, it does not appear that the presentation of these
non-GAAP measures is accompanied by a clearly understandable reconciliation to the
most directly comparable GAAP measures. Please confirm that you will provide this type
of reconciliation in connection with the future
presentation of any non-GAAP measures. Refer to Item 10(e)(1)(i) of Regulation S-K.

Response: The Company will provide this type of reconciliation in connection with the future
presentation of any non-GAAP measures.

Financial Statements

Notes to Consolidated Financial Statements

Note 10 — Employee Benefit Plans, page 81

    5.

    It does not appear that you have provided all of the required disclosures
regarding your defined-contribution benefit plans. For example, it does not appear
that you have provided the required disclosures regarding amounts recorded in
accumulated other comprehensive income related to these plans. It also does not appear
that you have provided disclosure regarding the assumed health care cost trend rate
used to measure your benefit costs. Please revise to provide the disclosures
prescribed by FASB ASC 715-20-50.

Response: The total liability for defined-contribution benefit plans as well as the amount related
to these plans recorded in accumulated other comprehensive income at December 31, 2010, was not
material to the Company’s financial position, cash flow or results of operations. Specifically, the
estimated liability represented by the funded status of the Company’s plans at December 31, 2011
was $102 million (0.4% of total assets). A one percentage point increase in the assumed health
care cost trend rate for 2011 will increase the obligation by $2.2 million (0.09% of total
operating profit), and a one percentage point reduction will decrease the obligation by $1.9
million (0.08% of total operating profit). In addition, the cumulative loss related to defined
benefit plans recorded in Other Comprehensive Income at December 31, 2011 was $48 million (0.2% of
total assets). Due to the immateriality of our defined-contribution benefit plans, the Company does
not believe additional disclosure is necessary.

Note 12 — Commitments and Contingencies, page 85

    6.

    We note your disclosure stating that your total liability related to claims,
regulatory agency audits, and pending or threatened legal actions cannot be determined
at December 31, 2010. Your disclosure also states that any ultimate liability related
to these matters, to the extent not otherwise provided for, will not materially affect
your financial position, cash flow, or results of operations. Please describe any
matters for which you have recorded a contingent liability (i.e., the amounts that
have been provided for, as indicated in your footnote) pursuant to FASB ASC 450-20-25.
In addition, with regard to contingencies for which you have not recognized a
liability, please

    provide disclosure regarding management’s assessment of the probability that a
liability has been incurred and the related possible loss or range of loss. Refer
to FASB ASC 450-20-50-3 through 450-20-50-4.

Response: The Company has assessed all contingencies it believes to be probable or reasonably
possible, and determined that the estimated liability for those matters individually and in
aggregate will not materially affect the Company’s financial position, cash flow or results of
operations. These estimated liabilities are based on the Company’s assessment of the nature of
these matters, their progress toward resolution, the advice of legal counsel and outside experts,
as well as management’s intention and experience. The Company will address the foregoing in its
future disclosures.

Form 8-K filed April 27, 2011

    7.

    We note you present an EBITDA measure and a corresponding reconciliation to
net income. However, your reconciliation and definition of EBITDA presented includes
an additional adjustment for transaction and devaluation costs, the inclusion of which
does not conform to the specifically defined measure, EBITDA, as described in Item
10(e)(1)(ii)(a) of Regulation S-K. Please confirm that you will revise future public
disclosures to reflect the proper measure for EBITDA or that you will revise your
disclosures to more accurately depict the non-GAAP measure you are presenting.

Response: The Company will revise future public disclosures to reflect the proper measure for
EBITDA and revise its disclosures to more accurately depict the non-GAAP measure it is presenting.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the above-referenced filings, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Senior Vice President, General Counsel
and Secretary

May 2, 2011
 Via E-Mail

Clay C. Williams Executive Vice President and  Chief Financial Officer National Oilwell Varco, Inc. 7909 Park Circle Drive Houston, Texas 77036-6565
Re: National Oilwell Varco, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 23, 2011
  File No. 001-12317

Dear Mr. Williams:
 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  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 te n business days, 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 circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for Fiscal Year Ended December 31, 2010

 General

 1. We note from publicly available company pr ofiles and analyst re ports that you have
conducted business in and exported to Iran.  We also note publicly av ailable profiles for
managers for your company in the Syria, Tu rkey and Jordan region.  We note from an
October 2010 news article that your company may have supplied a blowout preventer to a
rig in Cuba.  Finally, we not e from pages 16 and 20 of your Form 10-K that you have
operations in Africa.    Sudan, located in Africa, and Iran, Syria and Cuba are identified by the State Department
as state sponsors of terrorism and are s ubject to U.S. economic sanctions and export
controls.  We note that your Form 10-K does not include disclosure about business

Clay C. Williams
National Oilwell Varco, Inc. May 2, 2011 Page 2

 contacts with these countries.  Please descri be to us the nature a nd extent of your past,
current, and anticipated cont acts with Iran, Syria, Suda n and Cuba, whether through
subsidiaries or other direct or  indirect arrangements.  Your  response should also describe
any services or products you have provided to Iran, Syria, Sudan or Cuba and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of Iran, Syria, Sudan or Cuba, or entities controlled by these governments.

2. Please discuss the materiality of your contacts  with Iran, Syria, Sudan or Cuba described
in response to our foregoing comment and whet her those contacts constitute a material
investment risk for your security holders.  You should address mate riality in quantitative
terms, including the approximate dollar amount s of any associated revenues, assets, and
liabilities for the last  three fiscal years and subseque nt interim period.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and sh are value.  Various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  Your  materiality analysis  should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated w ith Iran, Syria, Sudan and Cuba, and should
discuss the possibility for re putational harm from your join t venture with Schlumberger
and your relationship Samsung Hea vy Industries.  In this rega rd, we note that your joint
venture partner Schlumberger states on its website that it has operations in Iran, Syria,
Sudan and Cuba.  We note also that y our significant customer Samsung Heavy
Industries’ parent has an office in and conducts business in Iran.

3. We note the disclosure on page 20 regardi ng government inquiries related to compliance
with export trade laws and regulations and your  subsequent internal review.  Please tell
us the nature of the actions underlying the inquiries and the countries involved.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Executive Summary, page 36

 4. We note you have presented cert ain non-GAAP measures in y our filing such as diluted
earnings per share excluding intangible asset impairment and transaction, devaluation and
voluntary retirement charges and operating profit excluding trans action charges.
However, it does not appear that the presenta tion of these non-GAAP measures is
accompanied by a clearly understandable reconcili ation to the most directly comparable
GAAP measures.  Please confirm that you will provide this type of reconciliation in
connection with the future presentation of any non-GAAP measures.  Refer to Item
10(e)(1)(i) of Regulation S-K.

Clay C. Williams
National Oilwell Varco, Inc. May 2, 2011 Page 3

 Financial Statements

 Notes to Consolidated Financial Statements

 Note 10 – Employee Benefit Plans, page 81

 5. It does not appear that you ha ve provided all of the require d disclosures regarding your
defined-contribution benefit plans.  For ex ample, it does not app ear that you have
provided the required disclosures regardi ng amounts recorded in accumulated other
comprehensive income related to these plans.   It also does not appear that you have
provided disclosure regarding the assumed health care cost trend rate used to measure
your benefit costs.  Please revise to provi de the disclosures pr escribed by FASB ASC
715-20-50.
 Note 12 – Commitments and Contingencies, page 85

 6. We note your disclosure stati ng that your total liability re lated to claims, regulatory
agency audits, and pending or threatened lega l actions cannot be dete rmined at December
31, 2010.  Your disclosure also st ates that any ultimate liabili ty related to these matters,
to the extent not otherwise provided for, will not materially affect your financial position,
cash flow, or results of operations.   Pl ease describe any matters for which you have
recorded a contingent liability (i.e., the amount s that have been provided for, as indicated
in your footnote) pursuant to FASB ASC 450-20-25.  In addition, with regard to
contingencies for which you have not recogni zed a liability, please provide disclosure
regarding management’s assessment of the proba bility that a liability has been incurred
and the related possible loss or  range of loss.  Refer to FASB ASC 450-20-50-3 through
450-20-50-4.
 Form 8-K filed April 27, 2011

 7. We note you present an EBITDA measure a nd a corresponding reconciliation to net
income.  However, your reconciliation and definition of EBITDA presented includes an
additional adjustment for transaction and deva luation costs, the inclusion of which does
not conform to the specifically defined m easure, EBITDA, as described in Item
10(e)(1)(ii)(a) of Regulation S-K.  Please confirm that you will revise future public
disclosures to reflect the proper measur e for EBITDA or that you will revise your
disclosures to more accura tely depict the non-GAAP m easure you are presenting.

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Clay C. Williams
National Oilwell Varco, Inc. May 2, 2011 Page 4

             In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Andri Boerman at (202) 551- 3645 or me at (202) 551-3311 if you have
questions regarding comments.
Sincerely,
   /s/ Ethan Horowitz   Ethan Horowitz  Accounting Branch Chief

February 15, 2011
 Mr. Merrill A. Miller, Jr. Chief Executive Officer National Oilwell Varco, Inc. 7909 Parkwood Drive Houston, TX 77036
Re: National Oilwell Varco, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 1-12317

 Dear Mr. Miller:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Roger Schwall Assistant Director

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    National Oilwell Varco, Inc.

    7909 Parkwood Circle Drive

    Houston, TX 77036

    PHONE 713-346-7500

    FAX 713-346-7995

January 7, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

    RE:

    National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2009

Filed February 26, 2010 (“2009 Form 10-K”)

File No. 1-12317

Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or the “SEC”) on December 27, 2010 by letter dated December 10, 2010. For your convenience, the
Company’s responses are prefaced by the Commission’s comment in bold text. All capitalized terms
used herein and not defined herein shall have the meanings given to them in our 2009 Form 10-K.

General

    1.

    We note your response to comment 2 from our letter dated September 10, 2010,
and your statement that you believe certain information that you provided is
commercially sensitive and could be harmful to you if publicly disclosed. Please
provide to us your basis for such belief. In addition, please provide to us an
expanded discussion of the “various common conditions and exclusions” that you
reference in your response. In that regard, please tell us the nature of such
conditions and exclusions, and provide relevant examples.

Response: The information redacted from our prior response could be used by the Company’s
competitors to better understand the Company’s cost structure, which could have an adverse effect
on the Company’s ability to successfully bid for new projects. Therefore, public disclosure of
this commercially sensitive information could be harmful to the Company. The Company’s insurance
policies include common conditions and exclusions for insurance policies written to cover a
multistate and multinational manufacturer of large capital equipment, including exclusions for
bodily injury or property damage arising out of the use of asbestos in products, the ownership or
use of

aircraft and watercraft, or property damage to the Company’s own equipment as a result of equipment
failure.

    2.

    We note the article published by Reuters on December 6, 2010 regarding your
role in the White House Oil Spill Commission’s probe of the Deepwater Horizon
incident. Please tell us what consideration you gave to providing disclosure
regarding your involvement in the Deepwater Horizon incident, in your filings. For
example, and without limitation, please tell us what consideration you gave to
providing related legal proceeding or risk factor disclosure.

Response: The Company’s equipment was not involved in the Deepwater Horizon incident and the
Company has not been sued in any of the related litigation. Therefore, the Company does not
believe any disclosure regarding the incident in its filings is necessary or useful to investors.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filings, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Senior Vice President, General Counsel and Secretary

December 10, 2010

Mr. Merrill A. Miller, Jr. Chief Executive Officer National Oilwell Varco, Inc. 7909 Parkwood Drive Houston, TX 77036
Re: National Oilwell Varco, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Response Letter Dated October 22, 2010 File No. 1-12317
 Dear Mr. Miller:
We have reviewed your filing and response le tter, and have the following comments.  In
some of our comments, we may ask you to provi de 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

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

General

 1. We note your response to comment 2 from our letter dated September 10, 2010, and your statement that you believe that certain in formation that you provided is commercially
sensitive and could be harmful to you if pub licly disclosed.  Please provide to us your
basis for such belief.  In addition, please provide to us an expanded discussion of the
“various common conditions and exclusions” that you reference in your response.  In that
regard, please tell us the natu re of such conditions and exclusions, and provide relevant
examples.
2. We note the article published by Reuters on December 6, 2010 regarding your role in the
White House Oil Spill Commission’s probe of the Deepwater Horizon incident.  Please tell us what consideration you gave to pr oviding disclosure rega rding your involvement
in the Deepwater Horizon incident, in your fi lings.  For example, and without limitation,

Mr. Merrill A. Miller, Jr. National Oilwell Varco, Inc. December 10, 2010 Page 2
please tell us what consideration you gave to  providing related lega l proceeding or risk
factor disclosure.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
Please contact Douglas Brown at  (202) 551-3265, or, in his ab sence, Laura Nicholson at
(202) 551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director

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National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO RULE 83

October 22, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

    RE:

    National Oilwell Varco, Inc. (the “Company”)

    Form 10-K for Fiscal Year Ended December 31, 2009

    Filed February 26, 2010 (“2009 Form 10-K”)

    File No. 1-12317

Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or the “SEC”) by letter dated September 10, 2010. For your convenience, the Company’s responses
are prefaced by the Commission’s comment in bold text. All capitalized terms used herein and not
defined herein shall have the meanings given to them in our 2009 Form 10-K.

General

    1.

    We note your response to comment 1 from our letter dated July 23, 2010, and
reissue the comment. Please revise your disclosure to clarify your relationship with
the shipyard as described in your response dated June 8, 2010. In addition, please
identify the shipyard. In that regard, we note your disclosure at page 22 of your
annual report that you had revenues of 16.6% of total revenue from this customer for
the year ended December 31, 2009, and that the loss of this customer or a significant
reduction in its purchases could adversely affect your future revenues or earnings. See
Item 101(c)(vii) of Regulation S-K.

Response: We will include disclosure regarding our shipyard customer in our upcoming Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2010, and in each of our future
filings when appropriate.

    2.

    We note your response to comment 2 from our letter dated July 23, 2010. Please
provide the information requested in our prior comment 2 with respect to the applicable
policy limits and deductibles, and briefly describe the exclusions referenced in your
response.

U. S. Securities and Exchange Commission

October 22, 2010

Page 2 of 2

CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO RULE 83

Response: We maintain liability insurance that includes coverage for our products and operations.
We purchase in excess of $[*] million in limits to respond to bodily injury and property damage
claims, including damage to the environment. We maintain deductibles and self insured retentions
ranging from [*] million per occurrence depending on the type of coverage and geographic location
of the loss. We believe that our total insurance coverage is within the range that is customary
for companies of our size in our industry. Our insurance policies contain various common
conditions and exclusions and may not be sufficient to cover any particular loss, or our insurance
policies may not cover all losses. Insurance coverage can be subject to uncertainties and,
particularly in the event of large claims, potential disputes with insurance carriers.

Insurance rates are volatile and some forms of insurance may not be available or may not be
available at rates that are economically acceptable. Reductions in coverage, changes in the
insurance markets and accidents affecting our industry may result in further increases in our cost
and higher deductibles and retentions in future years.

We have disclosed the above information on a supplemental basis to the Staff in our good faith
effort to comply with the Staff’s request for further information on the Company’s insurance.
However, as previously discussed, we do not believe this type of disclosure is required by the
Company in its quarterly and annual reports under current SEC rules. Furthermore, we believe that
this information is not only commercially sensitive and could be harmful to the Company if publicly
disclosed, but that the disclosure of such information would be misleading to investors.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filings, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Senior Vice President, General Counsel

and Secretary

    *

    Portions omitted pursuant to a request for confidential treatment filed by National Oilwell
Varco, Inc. separately with the SEC.

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National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

October 14, 2010

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

         Re:

    National Oilwell Varco, Inc. — Request for Extension of Response Time to SEC
Comment Letter dated September 10, 2010

Ladies and Gentleman:

     We refer you to the letter to National Oilwell Varco, Inc. (the “Company”) dated September 10,
2010 (the “Comment Letter”) containing the comments of the Staff of the Securities and Exchange
Commission to the Company’s Form 10-K for the fiscal year ended December 31, 2009 filed on February
26, 2010 (File No. 1-12317). Following up on the conversation of our attorney with you on October
14, 2010, we are writing to confirm that we have requested an extension to respond to the Comment
Letter until October 22, 2010, as the Company needs additional time to process information and
formulate appropriate responses to the Comment Letter.

     We appreciate the Staff’s cooperation in this matter.

     Please telephone me at (713) 346-7550, or our attorney, Eric Johnson of Locke Lord Bissell &
Liddell LLP at (713) 226-1249, with any additional questions or comments you may have.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Senior Vice President, General Counsel

and Secretary

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National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

October 6, 2010

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

    Re:

    National Oilwell Varco, Inc. — Second Request for Extension of Response Time
to SEC Comment Letter dated September 10, 2010

Ladies and Gentleman:

     We refer you to the letter to National Oilwell Varco, Inc. (the “Company”) dated September 10,
2010 (the “Comment Letter”) containing the comments of the Staff of the Securities and Exchange
Commission to the Company’s Form 10-K for the fiscal year ended December 31, 2009 filed on February
26, 2010 (File No. 1-12317). Following up on the conversation of our attorney with you on October
5, 2010, we are writing to confirm that we have requested an extension to respond to the Comment
Letter until October 15, 2010, as the Company needs additional time to process information and
formulate appropriate responses to the Comment Letter.

     We appreciate the Staff’s cooperation in this matter.

     Please telephone me at (713) 346-7550, or our attorney, Eric Johnson of Locke Lord Bissell &
Liddell LLP at (713) 226-1249, with any additional questions or comments you may have.

    Sincerely,

/s/ Dwight W. Rettig

Dwight W. Rettig

Senior Vice President, General Counsel

and Secretary

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    National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

September 23, 2010

[VIA EDGAR]

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

    Re:

    National Oilwell Varco, Inc. – Request for Extension of Response Time to SEC
Comment Letter dated September 10, 2010

Ladies and Gentleman:

     We refer you to the letter to National Oilwell Varco, Inc. (the “Company”) dated September 10,
2010 (the “Comment Letter”) containing the comments of the Staff of the Securities and Exchange
Commission to the Company’s Form 10-K for the fiscal year ended December 31, 2009 filed on February
26, 2010 (File No. 1-12317). Following up on the conversation of our attorney with you on
September 23, 2010, we are writing to confirm that we have requested an extension to respond to the
Comment Letter until October 6, 2010, as the Company needs additional time to process information
and formulate appropriate responses to the Comment Letter.

     We appreciate the Staff’s cooperation in this matter.

     Please telephone me at (713) 346-7550, or our attorney, Eric Johnson of Locke Lord Bissell &
Liddell LLP at (713) 226-1249, with any additional questions or comments you may have.

Sincerely,

/s/ Dwight W. Rettig

Dwight W. Rettig

Senior Vice President, General Counsel

and Secretary

September 10, 2010

Mr. Merrill A. Miller, Jr. Chief Executive Officer National Oilwell Varco, Inc. 7909 Parkwood Drive Houston, TX 77036
Re: National Oilwell Varco, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Response Letter Dated August 5, 2010 File No. 1-12317
 Dear Mr. Miller:
We have reviewed your filing and response le tter, and have the following comments.  In
some of our comments, we may ask you to provi de 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

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

General

 1. We note your response to comment 1 from our  letter dated July 23, 2010, and reissue the
comment.  Please revise your disc losure to clarify your relati onship with the shipyard as
described in your response dated June 8, 2010.  In addition, please identify the shipyard.
In that regard, we note your disclosure at page 22 of your annual report that you had
revenues of 16.6% of total revenue from this customer for the year ended December 31,
2009, and that the loss of this customer or a significant reduction in its purchases could
adversely affect your future revenues or ear nings.  See Item 101(c)(vii) of Regulation S-
K.
2. We note your response to comment 2 from our letter dated July 23, 2010.  Please provide
the information requested in our prior comment 2 with respect to the applicable policy limits and deductibles, and briefly describe th e exclusions referenced  in your response.

Mr. Merrill A. Miller, Jr. National Oilwell Varco, Inc. September 10, 2010 Page 2   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Douglas Brown at  (202) 551-3265, or, in his ab sence, Laura Nicholson at
(202) 551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director

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    National Oilwell Varco, Inc.

    7909 Parkwood Circle Drive

    Houston, TX 77036

    PHONE 713-346-7500

August 5, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

    RE:

    National Oilwell Varco, Inc. (the “Company”)

    Form 10-K for Fiscal Year Ended December 31, 2009

    Filed February 26, 2010 (“2009 Form 10-K”)

    Proxy Statement on Schedule 14A

    Filed April 1, 2010 (“2010 Proxy Statement”)

    Response Letter Dated June 8, 2010 (“Initial Response Letter”)

    File No. 1-12317

Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or the “SEC”) by letter dated July 23, 2010. For your convenience, the Company’s responses are
prefaced by the Commission’s comment in bold text. All capitalized terms used herein and not
defined herein shall have the meanings given to them in our 2009 Form 10-K or our 2010 Proxy
Statement.

Form 10-K for the Fiscal Year Ended December 31, 2009

General

    1.

    We note your response to our prior comments 1 and 2 in which you clarify that
your “one customer” is actually a shipyard. Revise your disclosure to clarify this
situation as put forth in your responses. Identify the shipyard or tell us why that is
either not required or would cause you competitive harm.

Response: We do not believe that disclosure of the shipyard is required under Item 101 of
Regulation S-K. As noted in our Initial Response Letter, none of the contracts, on an individual
basis, are material to the company. We also noted that our contracting with the shipyard, rather
than our direct customers, is a function of the general contractor arrangements. Since disclosure
of the direct customers (i.e., the true purchasers) would not be required under Item 101 of

U. S. Securities and Exchange Commission

August 5, 2010

Page 2 of 3

Regulation S-K if the general contractor shipyard were removed from the middle of these contracting
arrangements, we do not believe disclosure of the name of the shipyard is required.

    2.

    We note your response to comment 1 from our letter dated May 25, 2010 with
respect to information regarding potential liability in the event that your employees
or any of your products are involved in an event that leads to property damage,
personal injury, death or the discharge of hazardous materials into the environment.
Please describe to us in more detail your insurance coverage with respect to any
liability related to any such event. Your response should describe the types of claims
covered, and the applicable policy limits and deductibles and should address, without
limitation, your insurance coverage with respect to any liability related to any
resulting negative environmental effects. In addition, please describe to us the
allocation of liability and related indemnification obligations set forth in your
customer contracts.

Response: The Company maintains general commercial liability insurance, including excess liability
coverage, with coverage limits and deductibles the Company believes are reasonable in light of its
business operations and the nature of its products and services. The Company’s insurance coverage
also includes certain liability protections for pollution/environmental contamination. The above
coverages are designed to be comprehensive in nature and to protect the Company against potential
liability arising out of its products and services that may result in property damage, personal
injury, death or environmental damage. While most potential claims should be covered under the
Company’s policies, the Company’s insurance policies are subject to certain exclusions — the
applicability of such exclusions will depend mostly on the facts and circumstances of each event.
Thus, not all events resulting in potential liability to the Company are necessarily covered under
the Company’s existing insurance program. Furthermore, the dollar amount of any liabilities
covered by the policies may exceed our policy limits. Obtaining additional insurance coverage
amounts designed to cover the maximum amount of any potential claim that could be brought against
the Company, however, is not commercially feasible, as the Company cannot anticipate the maximum
dollar value of a claim it may become subject to in the future. The Company has set the coverage
limits for its insurance program based on a variety of factors, including its historical operating
experience, claims history, standard industry practice and the commercial feasibility of obtaining
such coverage.

Our contracts are separately negotiated with each of our customers. For the Company’s larger
orders, each customer has its own form agreement that is often used as the starting point of the
negotiation. As a result, the allocation of liability and related indemnification obligations vary
from contract to contract, since each of these contracts is separately negotiated. We generally
request certain damage limitations and the exclusion of certain types of damages (such as
consequential damages); however, the resulting allocation of liability and indemnification
obligations is varied from contact to contract. Further, the types of contracts the Company enters
into are different in nature and structure, depending on which business group/product it is for.
As the Company has thousands of contracts in place, with each providing for different

U. S. Securities and Exchange Commission

August 5, 2010

Page 3 of 3

allocations of liability and indemnification, the Company does not believe it would be feasible to
discuss such allocation for each contract, nor would it be meaningful to investors.

Definitive Proxy Statement on Schedule 14A filed on April 1, 2010

Annual Incentive Award, page 30

    3.

    We note your response to comment 7 from our letter dated May 25, 2010. Please confirm
that, in future filings, you will include the historical information you provided in the
first full paragraph on page 6 of your response letter.

Response: We will include in future proxy statements the historical information provided in the
first full paragraph on page 6 of our Initial Response Letter.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filings, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

Senior Vice President, General Counsel
and Secretary

July 23, 2010

Mr. Merrill A. Miller, Jr. Chief Executive Officer National Oilwell Varco, Inc. 7909 Parkwood Drive Houston, TX 77036
Re: National Oilwell Varco, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Proxy Statement on Schedule 14A Filed April 1, 2010 Response Letter Dated June 8, 2010 File No. 1-12317
 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

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

 1. We note your response to our prior comments 1 and 2 in which you clarify that your “one
customer” is actually a shipyard.  Revise your disclosure to clarify this situation as put
forth in your responses.  Identify the shipyard or  tell us why that is e ither not required or
would cause you competitive harm.
 2. We note your response to comment 1 from our  letter dated May 25, 2010 with respect to
information regarding potential liability in th e event that your employees or any of your
products are involved in an even t that leads to property dama ge, personal injury, death or
the discharge of hazardous materials into the environment.  Please describe to us in more detail your insurance coverage with respect to any liability related to any such event.
Your response should describe  the types of claims covere d, and the applicable policy

Mr. Merrill A. Miller, Jr. National Oilwell Varco, Inc. July 23, 2010 Page 2
limits and deductibles and should address, w ithout limitation, your insurance coverage
with respect to any liability related to any resulting negative envir onmental effects.  In
addition, please describe to us the allocation of liability  and related indemnification
obligations set forth in y our customer contracts.
 Definitive Proxy Statement on Schedule 14A filed on April 1, 2010

Annual Incentive Award, page 30

3. We note your response to comment 7 from our  letter dated May 25, 2010.  Please confirm
that, in future filings, you will include the hi storical information you provided in the first
full paragraph on page 6 of your response letter.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Douglas Brown at  (202) 551-3265, or, in his ab sence, Laura Nicholson at
(202) 551-3584 with any other questions.

Sincerely,

H. Roger Schwall Assistant Director

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    National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

June 8, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Douglas Brown

    RE:

    National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2009

Filed February 26, 2010 (“2009 Form 10-K”)

Proxy Statement on Schedule 14A

Filed April 1, 2010 (“2010 Proxy Statement”)

File No. 1-12317

Ladies and Gentlemen:

This letter responds to the comments that the Company received from the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or the “SEC”) by letter dated May 25, 2010. For your convenience, the Company’s responses are
prefaced by the Commission’s comment in bold text. All capitalized terms used herein and not
defined herein shall have the meanings given to them in our 2009 Form 10-K or our 2010 Proxy
Statement.

Form 10-K for the Fiscal Year Ended December 31, 2009

General

    1.

    We direct your attention to Item 601(b)(10) of Regulation S-K. Please confirm that all
material contracts have been filed. We note, in particular, that it does not appear that
you have filed the agreements with your customer from whom you derive 10 percent or more of
your total revenue. If you do not believe that such contracts fall within the purview of
Item 601(b)(10), please explain why.

Response: The Company believes it has filed all of its material contracts as required under Item
601(b)(10) of Regulation S-K. As stated in the Company’s 2009 Form 10-K, one of the Company’s
customers accounted for 16.6% of the Company’s total revenues for the year ended December 31, 2009.
This customer is a shipyard serving as the general contractor for the construction of drillships
for numerous, unaffiliated drillship owners and drilling contractors, who have required the
shipyard to contract directly with the Company for the provision of the

U. S. Securities and Exchange Commission

June 8, 2010

Page 2 of 6

Company’s drilling equipment. Company revenues attributed to the shipyard are evidenced by
numerous contracts, each of which is ordinary course in nature and relates to the provision of
drilling equipment for a separate drillship to be delivered to individual owners or drilling
contractors. None of these contracts, on an individual basis, are material to the Company.
Because these contracts are made in the ordinary course of the Company’s business and the Company’s
business is not substantially dependent upon any of these contracts, they do not fall within the
purview of Item 601(b)(10) of Regulation S-K.

    2.

    We note you had one customer in 2009 from which you derived more than 10% of your total
revenue. Please expand your disclosure to provide the name of this major customer, or tell
us why you believe this disclosure is not required. See Item 101(c)(1)(vii) of Regulation
S-K.

Response: We have not disclosed the name of the shipyard referenced in response to Comment No. 1
above because of the unique nature of this relationship. Under our contracts with the shipyard,
the true purchasers of our drilling equipment are the drillship owners and drilling contractors.
Instead of contracting with the Company directly, the drillship owners and drilling contractors
have required the shipyard, as their general contractor, to contract with us. As previously noted,
none of these contracts, on an individual basis, are material to the Company. As a result, if the
drillship owners and drilling contractors had elected to contract with us directly, the Company
would not be required to provide their names under Item 101 of Regulation S-K. Therefore, we do
not believe disclosure of the name of the shipyard is required under Item 101 of Regulation S-K,
nor would such information be meaningful or useful to investors.

    3.

    In light of recent events in the Gulf of Mexico, please review your disclosure to
ensure that you have disclosed all material information regarding your potential liability
in the event that your employees or any of your products are involved in an event that
leads to property damage, personal injury, death or the discharge of hazardous materials
into the environment. For example, and without limitation, please address the following:

    •

    Disclose your insurance coverage with respect to any liability related to any such
event. Such disclosure should address the types of claims covered, and the applicable
policy limits and deductibles. For example, and without limitation, you should expand
your disclosure regarding your insurance coverage for potential environmental
liabilities.

    •

    Disclose the material terms of your related indemnification obligations and those of
your customers, if applicable. For example, we note your statement at page 22
regarding your contractual agreement to indemnify your customers in the normal course
of business.

Such disclosure should be set forth in the “Business” section of your annual report and in
the “Risk Factors” section, as applicable. Please provide a sample of your

U. S. Securities and Exchange Commission

June 8, 2010

Page 3 of 6

proposed disclosure for our review. In responding to this comment, please consider all your
products and services, not just those involved in offshore operations.

Response: We have reviewed our disclosure and believe that we have disclosed all material
information regarding our potential liability in the event our employees or any of our drilling
equipment or other products are involved in an event that leads to property damage, personal
injury, death or the discharge of hazardous material into the environment. As part of this review,
we have considered the requirements and related interpretations of Item 101 of Regulation S-K,
Description of Business; Item 103 of Regulation S-K, Legal Proceedings; Item 303 of Regulation S-K,
Management’s Discussion and Analysis of Financial Condition and Results of Operations; and Item
503(c) of Regulation S-K, Risk Factors.

We disclose in Part I, Item 1A of our 2009 Form 10-K that our businesses expose us to the risk that
harmful substances may escape into the environment, which could result in personal injury, loss of
life, and property damage. We also disclose that, as a result of our current and past activities,
we could face significant environmental and regulatory liabilities, including the costs of cleaning
up contaminated properties, and that these liabilities could arise through our normal
indemnification obligations with our customers, and which may vary from customer to customer. We
maintain liability insurance for these potential liabilities, but disclose that this insurance is
subject to various coverage limitations, including, in some cases, exclusions for environmental
contamination. We also disclose the risk that the dollar amount of any such liabilities could
exceed our policy limits and that our insurance carriers may not be able to meet their obligations
under the policies.

We believe that these existing disclosures adequately describe the material risks facing the
Company in connection with an event similar to that currently occurring in the Gulf of Mexico or an
onshore environmental event of similar magnitude. The Company is continuing to monitor the events
in the Gulf of Mexico, including the efforts of each of the parties involved to stop the spill and
contain its effects, and their respective costs and liabilities associated therewith. To the
extent these events result in (i) material changes to our costs to comply with existing or future
federal, state or local environmental or other regulations; (ii) material changes in the
availability, cost, or coverage of liability insurance; (iii) material changes in the scope or
dollar amount of any contractual indemnification obligations required by our customers; or (iv) any
other trends or uncertainties that we believe will materially affect our financial condition or
results of operations, the Company will revise its disclosures to fully address such matters.

Definitive Proxy Statement on Schedule 14A filed on April 1, 2010

Board Role in Risk Oversight, page 20

    4.

    We note your disclosure that the responsibilities of the compensation committee allow
the committee to work with you to make sure that compensation does not pose undue risks to
you. Please describe the process you undertook to reach the conclusion that disclosure
under Item 402(s) of Regulation S-K is not necessary.

U. S. Securities and Exchange Commission

June 8, 2010

Page 4 of 6

Response: The Compensation Committee generally reviews the Company’s compensation programs on at
least an annual basis. The Compensation Committee, with the assistance of its independent
compensation consultant, reviews each component of the Company’s compensation programs to ensure
that they are reasonably consistent with the Company’s peers and industry practice, but also to
ensure that each such component, whether it be base salary, bonus, or long-term equity incentives,
will not encourage excessive risk-taking. The variable forms of compensation, namely the bonus
program and long-term equity incentives, have structural limitations and other mitigating controls,
which are designed to prevent the Company from being exposed to unexpected or unbudgeted materially
adverse events. For example, bonus payments to an employee under our bonus program are capped at a
certain percentage of the employee’s base salary (highest percentage currently being 2.2 times base
salary), and the number of shares of restricted stock and stock options granted under our Long-Term
Equity Incentive Plan are fixed amounts of shares.

Following its review, the Compensation Committee concluded that the Company’s compensation programs
foster cooperation, discourage excessive risk-taking behaviors, and focus our employees on award
opportunities that are aligned with the Company’s overall business strategy and the interests of
the Company’s stockholders. As a result, the Company determined that no disclosure under Item
402(s) of Regulation S-K was necessary.

     Competitive Positioning, page 28

    5.

    We note your disclosure that your compensation committee’s February 2009 review of its
compensation program for its senior executives was “consistent with its practice in prior
years.” Please revise your disclosure to provide all material information regarding the
February 2009 review. For example, and without limitation, please disclose the material
differences in such review from the January 2008 review that you describe in your filing.
For example, and without limitation, it would appear that Grant Prideco, Inc. would no
longer be part of your designated peer group in February 2009.

Response: Except for a few minor differences, noted in the draft disclosure below, the review
conducted in 2009 was consistent with the review conducted in 2008. The Company chose to disclose
the competitive positioning review starting in 2008 to provide its shareholders with an
understanding of how the Compensation Committee has historically conducted such reviews. The
Company did not disclose all the same detail from the 2008 review in the 2009 review disclosure as
much of it would be repetitive in nature. Additionally, detailed discussion of the Compensation
Committee’s review of executive compensation, by type of compensation (i.e., base salary, bonus,
long-term incentive), is provided in the CD&A section entitled “Components of Compensation.”

In future proxy statements, the Company will fully disclose any year-to-year differences in the
Compensation Committee’s review process, which disclosure will be modeled on the following draft
disclosure provided for your reference: “In February 2009, the Committee reviewed the

U. S. Securities and Exchange Commission

June 8, 2010

Page 5 of 6

Company’s compensation program for its senior executives, consistent with its practice in prior
years. The Company used the same peer group used in the January 2008 review against which to
compare executive pay, excluding Grant Prideco, Inc. since it no longer existed as an independent
company at the end of 2008. This peer group was used to benchmark executive compensation levels
against companies that have executive positions with responsibilities similar in breadth and scope
to those of the Company and have businesses that compete with the Company for executive talent.
The Company analyzed and compared each position’s responsibilities and job title to develop
competitive market data from proxy statements. The Company’s proxy analysis focused on the top
five executives. Based on the compiled data and the comparisons prepared by the Company, the
Committee, in consultation with Frederic Cook, determined that total direct compensation for the
Company’s named executive officers was in the median range of the Company’s designated peer group.”

     Annual Incentive Award, page 30

    6.

    Please clarify how the capital employed modifier affected bonus payments made for 2009
performance.

Response: The predetermined capital employed modifier for 2009 was not exceeded by the actual
capital employed number calculated for 2009. As a result of the capital employed modifier
adjustment, bonus payouts were increased by 6.7%. The level/percentage of increase was determined
based on the interpolated, or sliding scale, difference between the actual capital employed
modifier for 2009 and the predetermined capital employed modifier. The capital employed modifier
applied to bonus payouts can only increase or decrease the payout by up to 25%; provided that in no
event may the 200% maximum target incentive amount be exceeded. The Company will include
supplemental disclosure consistent with the foregoing in its future proxy statements.

    7.

    We note that you have not disclosed the operating profit and capital employed targets
applicable to the awards made under your annual incentive plan for 2009 performance. We
also note your statements regarding the difficulty of achieving each of the relevant
thresholds with respect to your target operating profit. Please provide similar disclosure
regarding your capital employed target, and revise your disclosure to provide support for
the level of difficulty that you assert with respect to each target, such as a discussion
of the correlation between historical and future achievement of the relevant performance
metric.

Response: The predetermined capital employed modifier is set at the level provided under the
Company’s annual financial plan approved by the Board. For the Company’s actual capital employed
modifier not to exceed the predetermined capital employed modifier, and thus result in an increased
bonus payment, the Company must efficiently and properly utilize and deploy the
Company’s assets. If the Company does not properly and efficiently deploy its assets, the actual
capital employed modifier will exceed the predetermined capital employed modifier, and thus result
in a reduced bonus payment. Results falling above or below the stated predetermined

U. S. Securities and Exchange Commission

June 8, 2010

Page 6 of 6

capital employed modifier will result in an interpolated, or sliding scale, percentage reduction or
increase in the bonus payout.

Historically, the actual operating profit for the Company has fallen above and below the “target”
objective, and the actual capital employed modifier has increased and decreased bonus payments. In
years where market conditions were very favorable and the Company efficiently executed its
operational plan, the Company’s actual operating profit exceeded the “target” objective and the
capital employed modifier increased bonus payments. In years where market conditions were not as
favorable and the Company was not abl

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

        May 25, 2010  Mr. Merrill A. Miller, Jr. Chief Executive Officer National Oilwell Varco, Inc. 7909 Parkwood Drive Houston, TX 77036
 Re: National Oilwell Varco, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010 Proxy Statement on Schedule 14A Filed April 1, 2010 File No. 1-12317
  Dear Mr. Miller:
We have reviewed the above filings  and have the following comments.  Please
provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 General

 1. We direct your attention to Item 601(b)(10) of Regulation S-K.  Please confirm that all material contracts ha ve been filed.  We note, in particular, that it does not
appear that you have filed the agreemen ts with your customer from whom you
derive 10 percent or more of your total revenue.  If you do not believe that such
contracts fall within the purview of  Item 601(b)(10), please explain why.
 2. We note you had one customer in 2009 from which you derived more than 10% of your total revenue.  Please expand your di sclosure to provide the name of this

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc. May 25, 2010 Page 2
major customer, or tell us why you believe this disclosure is not required.  See
Item 101(c)(1)(vii) of Regulation S-K.
 3. In light of recent events in the Gulf of  Mexico, please review your disclosure to
ensure that you have disc losed all material informa tion regarding your potential
liability in the event that your employees or any of your products are involved in
an event that leads to property damage, personal injury, death or the discharge of
hazardous materials into the environment.   For example, and without limitation,
please address the following:

• Disclose your insurance coverage with respect to any liability related to any such event.  Such disclosure should a ddress the types of claims covered, and
the applicable policy limits and dedu ctibles.  For example, and without
limitation, you should expand your disc losure regarding your insurance
coverage for potential en vironmental liabilities.

• Disclose the material terms of your re lated indemnification obligations and
those of your customers, if applicable .  For example, we note your statement
at page 22 regarding your contractual agreement to indemnify your customers
in the normal course of business.

Such disclosure should be set forth in th e “Business” section of your annual report
and in the “Risk Factors” section, as app licable.  Please provide a sample of your
proposed disclosure for our review.  In responding to this comment, please
consider all your products and services, not just those involved in offshore
operations.
 Definitive Proxy Statement on Schedule 14A filed on April 1, 2010

 Board Role in Risk Oversight, page 20

 4. We note your disclosure that the respons ibilities of the compensation committee
allow the committee to work with you to make sure that compensation does not
pose undue risks to you.  Please describe the process you undertook to reach the
conclusion that disclosure under Item 402( s) of Regulation S-K is not necessary.
 Competitive Positioning, page 28

  5. We note your disclosure that your co mpensation committee’s February 2009
review of its compensation program for its  senior executives was “consistent with
its practice in prior years.”  Please revise your disclosure to provide all material information regarding the February 2 009 review.  For example, and without
limitation, please disclose the material differences in such review from the January 2008 review that you describe in  your filing.  For example, and without
limitation, it would appear that Grant Pr ideco, Inc. would no longer be part of
your designated peer group in February 2009.

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc. May 25, 2010 Page 3   Annual Incentive Award, page 30

 6. Please clarify how the capital employed m odifier affected bonus payments made
for 2009 performance.
 7. We note that you have not disclosed th e operating profit and capital employed
targets applicable to the awards made under your annual incentive plan for 2009 performance.  We also note your statemen ts regarding the difficulty of achieving
each of the relevant thresholds with respect  to your target operating profit.  Please
provide similar disclosure regarding your capital employed target, and revise your disclosure to provide support for the level of difficulty th at you assert with respect
to each target, such as a discussion of th e correlation between historical and future
achievement of the relevant performance metric.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc. May 25, 2010 Page 4
 Please contact Douglas Brown at (202) 551-3265, or, in his absence, Laura
Nicholson at (202) 551-3584 w ith any other questions.
        S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March 3, 2009

Mr. Clay C. Williams
Senior Vice President and Chief Financial Officer  National Oilwell Varco, Inc.
7909 Parkwood Circle Drive Houston, Texas 77036-6565
 Re: National Oilwell Varco, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008
  File No. 1-12317

 Dear Mr. Williams:     We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

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    National Oilwell Varco, Inc.

    7909 Parkwood Circle Drive

    Houston, TX 77036

    PHONE 713-346-7500

    FAX 713-346-4524

February 20, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Gary Newberry

    Re:

    National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2007

Filed February 29, 2008

Forms 10-Q for Fiscal Quarters Ended March 31, 2008, June 30, 2008

and September 30, 2008

Filed May 9, 2008, August 8, 2008 and November 4, 2008

File No. 1-12317

Ladies and Gentlemen:

     This letter sets forth National Oilwell Varco’s responses to the comments of the staff (the
"Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated
February 13, 2009 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2007 and Forms 10-Q for the fiscal quarters ended March 31, 2008,
June 30, 2008 and September 30, 2008.

     For your convenience, we have repeated in bold and italics each comment of the Staff exactly
as given in the Comment Letter and set forth below each such comment is the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2007

Goodwill Impairment, page 44

1. We have considered your response to our prior comment number two in our letter of December 31,
2008. The disclosures you cite in your response appear to be factors that will impact your
revenues and results of operations. With regard to the disclosure of the critical policy for
measuring goodwill impairment, we believe this discussion should specifically address why the
assumptions used with the various models cited bear risk of change. We reissue our prior comment
number two.

U. S. Securities and Exchange Commission

Page 2 of 5

Response: We will include disclosures consistent with the following under Critical Accounting
Estimates in our 2008 Form 10-K:

The Company has approximately $5.2 billion of goodwill and $0.8 billion of other intangible assets
with indefinite lives on its consolidated balance sheet as of December 31, 2008. Generally accepted
accounting principles require the Company to test goodwill and other indefinite-lived intangible
assets for impairment at least annually or more frequently whenever events or circumstances occur
indicating that goodwill or other indefinite-lived intangible assets might be impaired. Events or
circumstances which could indicate a potential impairment include, but not limited to: further
sustained declines in worldwide rig counts below current analysts’ forecasts, further collapse of
spot and futures prices for oil and gas, significant additional deterioration of external financing
for our customers, higher risk premiums or higher cost of equity. The timing and magnitude of any
goodwill impairment charge, which could be material, would depend on the timing and severity of the
event or events triggering the charge and would require a high degree of management judgment.

The Company performs a review of goodwill for impairment annually or earlier if indicators of
potential impairment exist. The annual impairment tests are performed during the fourth quarter of
each year. If it is determined that goodwill is impaired the impairment is measured based on the
amount by which the book value of goodwill exceeds its implied fair value. The implied fair value
of goodwill is determined by deducting the fair value of a reporting unit’s identifiable assets and
liabilities from the fair value of that reporting unit as a whole. Additional impairment
assessments may be performed on an interim basis if the Company encounters events or changes in
circumstances that would indicate that the carrying amount of goodwill and identified intangibles
has been impaired.

Fair value of the reporting units is determined based on internal management estimates, forecasts
and judgments, using a combination of three methods: discounted cash flow, comparable companies,
and representative transactions. While the Company primarily uses the discounted cash flow method
to assess fair value, the Company uses the comparable companies and representative transaction
methods to validate the discounted cash flow analysis and further support management’s expectations
where possible. The discounted cash flow is based on management’s short-term and long-term
forecast of operating performance for each reporting unit. The two main assumptions used in
measuring goodwill impairment which bears the risk of change and could impact the Company’s
goodwill impairment analysis include the cash flow from operations from each of the Company’s
individual business units and the weighted average costs of capital for the discount rate. The
starting point for each of the fourteen reporting unit’s cash flow from operations is the detailed
annual plan. The detailed planning process takes into consideration a multitude of factors
including worldwide rig activity, inflationary forces, pricing strategies, customer analysis,
operational issues, competitor analysis, capital spending requirements, working capital needs,
customer needs to replacing aging equipment, increased complexity of drilling, new technology, and
existing backlog among other items which impact the individual reporting unit projections. Cash
flows beyond the specific operating plans were estimated using a terminal value calculation, which
incorporated historical and forecasted

U. S. Securities and Exchange Commission

Page 3 of 5

financial cyclical trends for each reporting unit and considered long-term earnings growth rates.
The financial and credit market volatility directly impacts our fair value measurement through our
weighted-average cost of capital that we use to determine our discount rate. During times of
volatility, significant judgment must be applied to determine whether credit changes are a short
term or long-term trend.

In the fourth quarter of 2008 and in the early stages of 2009, both commodity prices and rig
activity dropped significantly and as a result, projections for the remainder of 2009 also
reflected substantial declines compared to 2008. The Company updated its operating plans and
discounted cash flows based on this information. The goodwill impairment analysis which we
performed during the fourth quarter of 2008 and updated as of December 31, 2008, did not result in
an impairment in the current year. The Company had no impairment of goodwill for the years ended
December 31, 2007 and 2006.

The Company performed a sensitivity analysis on the projected results and goodwill impairment
analysis assuming revenue for each individual reporting unit decreased an additional 20% from the
current projections for each of the next three years (2009, 2010, and 2011), while holding all
other factors constant, and no goodwill impairment was identified for any of the reporting units.
The Company believes that such a 20% drop approximately corresponds to a three-year worldwide
average rig count in the range of 2,300 to 2,400 active drilling rigs, a level of activity last
seen approximately five years ago. The worldwide rig count has been volatile, is reasonably likely
to continue to be so in the future, and has varied from a low of 1,458 rigs in 1999 to a high of
5,624 rigs in 1981. In 2008 worldwide rig activity averaged 3,336 active rigs. Additionally, if
the Company were to increase their discount rate 200 basis points, while keeping all other
assumptions constant, there would be no impairments in any of the reporting units. Inherent in our
projections are key assumptions relative to how long the current downward cycle might last. While
we believe these assumptions are reasonable and appropriate, we will continue to monitor these, and
update our impairment analysis if the cycle downturn continues for longer than expected. While the
Company does not believe that these events or changes are likely to occur, it is reasonably
possible these events could transpire if market conditions worsen and if the market fails to
recover in 2010 and/or 2011. Any significant changes to these assumptions and factors could have a
material impact on the Company’s goodwill impairment analysis.

Other indefinite-lived intangible assets, representing trade names management intends to use
indefinitely, were valued and are tested for impairment using the Relief from Royalty Method, a
form of the Income Approach. An impairment is measured and recognized based on the amount the book
value of the indefinite-lived intangible assets exceeds its calculated fair value as of the date of
the impairment test. Included in the impairment test are assumptions, for each trade name,
regarding the related revenue streams attributable to the trade names, the royalty rate, and the
discount rate applied. Based on the Company’s indefinite-lived intangible asset impairment
analysis performed during the fourth quarter of 2008, the Company had no impairment of other
indefinite-lived intangible assets for the years ended December 31, 2008, 2007 and 2006.

If any of the above assumptions change, including in some cases insignificantly, or fails to
materialize, the resulting decline in our trade name’s estimated fair value could result in a

U. S. Securities and Exchange Commission

Page 4 of 5

material impairment charge. The Company performed a sensitivity analysis on the projected results
and indefinite-lived intangible asset impairment assuming revenue for
each individual trade name decreased an additional 20% from the current projections for each of the next three years
(2009, 2010, and 2011), while holding all other factors constant, and a pre-tax non-cash impairment
charge of approximately $39 million would be incurred under those assumptions. If the discount
rate applied to the fair value calculation increased by 200 basis points, and all other assumptions
remained constant, a pre-tax, non-cash impairment charge of
approximately $94 million would be
incurred under those assumptions.

Quantitative and Qualitative Disclosures About Market Risk, page 47

2. We have considered your response to our prior comment number three. In providing your expanded
disclosures for Fiscal Year 2008 required by Regulation S-K Item 305(a)(1), please include the
following items and revisions:

    •

    Your tabular presentation should be by risk category as defined in the Item cited, not
by hedge designation,

    •

    Contract terms, including weighted average settlement prices, should be provided as
required by Regulation S-K Item 305(a)(1)(i)(A)(2) and instruction 2.A.ii of instructions
to paragraph 305(a),

    •

    Foreign currency exchange risk should be grouped by functional currency as required by
Regulation S-K Item 305(a)(1)(i)(A)(3), and

    •

    Summarized risk information for the previous fiscal year and a discussion of material
changes should be provided as required by Regulation S-K Item 305(a)(3).

Response: We hereby confirm that in providing our expanded disclosures for Fiscal Year 2008, we
will address and include the items and revisions you have requested in the bullet points above.

3. We note you have disclosed cash flow, fair value and balance sheet hedges in U.S. dollars,
which are described in the preceding narrative as a foreign currency exposure. As your reporting
and primary functional currency appears to the U.S. dollar, please provide further explanation as
to what is being hedged, what market risk exposure category it represents and how it will be
presented in your revised tabular disclosure.

Response: The Company’s primary market risk exposure is foreign currency exchange rate risk
associated with net assets, liabilities, revenues and costs denominated in currencies other than
the functional currency of our foreign operation at risk. In order to mitigate this risk, we
utilize foreign currency forward contracts to offset exposures to currency fluctuations of
nonfunctional currency amounts. Our tabular disclosure included in our 2008 Form 10-K will present
contract amounts and rates grouped by functional currency.

U. S. Securities and Exchange Commission

Page 5 of 5

Notes to Consolidated Financial Statements

Note 2 — Summary of Significant Accounting Policies

Contingencies, page 68

4. We have considered your response to our prior comment number four. Please confirm that, in
addition to conforming to Statement of Financial Accounting Standards (FASB) 5, your policy also
conforms to FASB Interpretation 14, and revise your disclosure as appropriate.

Response: Our policy related to contingencies conforms to Statement of Financial Accounting
Standard No. 5 and FASB Interpretation 14. The Company will include the following additional
disclosure in future filings, including its 2008 Form 10-K:

“In circumstances where the most likely outcome of a contingency can be reasonably estimated, we
accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of
potential losses is established and if no one amount in that range is more likely than any other,
the low end of the range is accrued.”

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filing, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7606.

Sincerely,

/s/ Clay Williams

Clay Williams

Senior Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

        February 13, 2009

Mr. Clay C. Williams
Senior Vice President and Chief Financial Officer  National Oilwell Varco, Inc.
7909 Parkwood Circle Drive Houston, Texas 77036-6565
 Re: National Oilwell Varco, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008 Form 10-Q for Fiscal Quarters Ended March 31, 2008, June 30, 2008 and September 30, 2008 Filed May 9, 2008, August 8, 2008 and November 4, 2008 Response Letter Dated January 12, 2009
  File No. 1-12317

 Dear Mr. Williams:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2007

Goodwill Impairment, page 44
 1. We have considered your response to our prior comment number two in our letter of December 31, 2008.  The disclosures you cite in your response appear to be factors that will impact your revenues and results of operations.  With regard to the disclosure of the critical policy for measuring goodwill impairment, we believe this discussion should specifically address why the assumptions used with the various models cited bear risk of change.  We reissue our prior comment number two.

Mr. Clay C. Williams
National Oilwell Varco, Inc.
February 13, 2009 Page 2  Quantitative and Qualitative Disclosures About Market Risk, page 47

 2. We have considered your response to our prior comment number three.  In providing your expanded disclosures for Fiscal Year 2008 required by Regulation S-K Item 305(a)(1), please include the following items and revisions:

• Your tabular presentation should be by risk category as defined in the Item cited, not by hedge designation,
• Contract terms, including weighted average settlement prices, should be provided as required by Regulation S-K Item 305(a)(1)(i)(A)(2) and instruction 2.A.ii of instructions to paragraph 305(a),
• Foreign currency exchange risk should be grouped by functional currency as required by Regulation S-K Item 305(a)(1)(i)(A)(3), and
• Summarized risk information for the previous fiscal year and a discussion of material changes should be provided as required by Regulation S-K Item 305(a)(3).
 3. We note you have disclosed cash flow, fair value and balance sheet hedges in U.S. dollars, which are described in the preceding narrative as a foreign currency exposure. As your reporting and primary functional currency appears to the U.S. dollar, please provide further explanation as to what is being hedged, what market risk exposure category it represents and how it will be presented in your revised tabular disclosure.
 Notes to Consolidated Financial Statements

 Note 2 – Summary of Significant Accounting Policies

Contingencies, page 68

4. We have considered your response to our prior comment number four.  Please confirm that, in addition to conforming to Statement of Financial Accounting Standards (FASB) 5, your policy also conforms to FASB Interpretation 14, and revise your disclosure as appropriate.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Clay C. Williams
National Oilwell Varco, Inc. February 13, 2009 Page 3   You may contact Gary Newberry at (202) 551-3761, or Kim Calder at (202) 551-
3701, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

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National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

FAX 713-346-4524

January 12, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Gary Newberry

    Re:

    National Oilwell Varco, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2007

Filed February 29, 2008

Forms 10-Q for Fiscal Quarters Ended March 31, 2008, June 30, 2008 and September 30, 2008

Filed May 9, 2008, August 8, 2008 and November 4, 2008

File No. 1-12317

Ladies and Gentlemen:

     This letter sets forth National Oilwell Varco’s responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated
December 31, 2008 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2007 and Forms 10-Q for the fiscal quarters ended March 31, 2008,
June 30, 2008 and September 30, 2008.

     For your convenience, we have repeated in bold and italics each comment of the Staff exactly
as given in the Comment Letter and set forth below each such comment is the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2007

Goodwill Impairment, page 44

    1.

    Please expand your discussion of how you use the three methods identified to determine the
fair value of your reporting units.

Response: While the Company primarily uses the discounted cash flow method to assess fair value,
the Company uses the comparable companies and representative transaction methods to validate the
discounted cash flow analysis and further support management’s expectations. The

U. S. Securities and Exchange Commission

Page 2 of 4

discounted cash flow is based on management’s short-term and long-term forecast of operating
performance for each reporting unit. The Company proposes to expand its 2008 Form 10-K describing
the above methodology.

    2.

    In discussing the changes in assumptions used in the fair value calculation, include an
analysis of the uncertainties involved or the variability of results from its application over
time, why the estimate bears the risk of change, and whether it is reasonably likely to change
in the future. Please refer to Financial Reporting Codification 501.14.

Response: The Company’s business is affected by numerous macroeconomic factors that are highly
volatile and uncertain. As disclosed in the Company’s MD&A, oil and gas prices have been and the
Company expects that they will continue to be volatile. The Company’s revenues and operating
results are directionally related to the level of worldwide oil and gas drilling and production
activities which in turn are affected by current and anticipated prices of oil and gas. Given the
cyclical industry, we revise our forecasts as events or market conditions occur. Based on these
facts, it is not practical to determine quantitatively the movement of each uncertainty and the
related impact on the financial statements.

Quantitative and Qualitative Disclosures About Market Risk, page 47

    3.

    For each market risk you have identified, provide quantitative information about the market
risk as of the end of the fiscal year in accordance with one of the three disclosure
alternatives required by Regulation S-K Item 305(a)(1). Such information should be updated for
any interim periods as required by Regulation S-K Item 305(c).

Response: The Company currently includes the tabular presentation of information related to the
Company’s foreign currency exchange rate risk which includes substantially all of the material
information required by Regulation S-K Item 305(a)(1). The presentation is grouped by contract
currency for each type of foreign currency derivative, including contract terms for the next five
years or maturity period, as appropriate, and notional values. While the tabular presentation does
not include the fair value of each foreign currency, the fair values of the respective types of
derivatives are included in the Company’s narrative preceding the table. The Company proposes to
expand its 2008 Form 10-K tabular presentation to include the fair values of each type of
derivative by foreign currency.

The Company includes a description of the Company’s fixed rate debt and interest rate swaps
relating to the Company’s interest rate risk. At December 31, 2007, the fair value of the Company’s
fixed rate debt was approximately $922.3 million compared to the book value of $890.7 million, a
difference of $31.6 million. The fair value of the interest rate swaps at December 31, 2007 was
$0.2 million. The Company has not included a sensitivity analysis as set forth by Regulation S-K
Item 305(a)(1) as such amounts were not material as of and for the period ended December 31, 2007.
The Company will include the required disclosures in future filings to the extent such amounts
become material.

U. S. Securities and Exchange Commission

Page 3 of 4

Notes to Consolidated Financial Statements

Note 2 — Summary of Significant Accounting Policies

Contingencies, page 68

    4.

    We note your policy where revisions of contingent liability reserves are reflected in income
based on updated facts or as information becomes known. Tell us how this policy conforms to
the requirements of Statement of Financial Accounting Standards 5 and FASB Interpretation 14.
In particular, address whether you have adjusted reserves recorded as income prior to the
ultimate resolution of a contingent liability, and if so, how such policy conforms to the
above standard.

Response: The Company reserves for contingencies when amounts become probable and are reasonably
estimable. When circumstances change, or better information becomes available in a period, the
reserve is revised to reflect management’s best estimate of the amount of the loss. While
revisions to contingent liabilities have not resulted in material adjustments to income, revisions
are made as new information becomes available. We believe the Company’s policy conforms to
Statement of Financial Accounting Standard No. 5.

Form 10-Q for the Quarter Ended September 30, 2008

Notes to Consolidated Financial Statements

Note 1 — Basis of Presentation, page 5

    5.

    Please tell us the facts and circumstances you considered to conclude that it was not at
least reasonably possible to have a near term severe impact from impairment of your goodwill
as of September 30, 2008. Refer to Statement of Position 94-6.

Response: We discussed overall economic considerations regarding the recent serious credit crisis
and the prospects for an emerging global recession in both the outlook section of Item “2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item
“1A. Risk Factors” and the possibility that a prolonged reduction in oil and gas prices and
drilling activity could adversely impact our operating results and financial condition. In our
view, these changes did not require additional disclosure on goodwill impairment in the footnotes
to our financial statements or to our MD&A section due to the following Company specific facts: 1)
the Company reported record revenue and net income for the third quarter of 2008 of $3.6 billion
and $547.7 million, respectively, and for the first nine months of 2008 of $9.6 billion and $1.4
billion, respectively; 2) the Company reported record backlog of $11.8 billion at September 2008;
3) the Company reported a record $1.7 billion in net cash provided by operating activities for the
first nine months of 2008; and, 4) the Company reported a cash position of $1.8 billion at
September 30, 2008 and total debt of $1.5 billion. In addition, on the filing date of our third
quarter 2008 Form 10-Q (November 4, 2008), Worldwide Rig Count was strong at 3,533 rigs, and the
price of West Texas Intermediate Crude was at $70.41 per barrel and

U. S. Securities and Exchange Commission

Page 4 of 4

Natural Gas Prices were at $6.79 mmbtu, both very high prices over a historical 30 year period.
Based on all of these factors we do not believe there were any events that had occurred as of the
filing date of our third quarter 2008 Form 10-Q to warrant a separate discussion on goodwill
impairment.

Outlook, page 20

    6.

    The discussion to be provided under Regulation S-K Item 303(a)(3)(iii) requires a description
of any uncertainties that may reasonably be expected to have a material favorable or
unfavorable impact on results of operations. Given the outlook you have presented in this
section, tell us why you have not described any uncertainties related to the value of your
goodwill.

Response: We disclosed that we are more cautious in our outlook for 2009, and believe we are likely
to see orders for new rigs slow and drilling activity, particularly by independent gas producers
reliant on external financing, decline as we enter 2009. As described in detail in question 5
above, the Company is well positioned to manage through this uncertain period, and should benefit
from its strong balance sheet and capitalization, access to credit, record high level of contracted
orders, strong cash flows from operations and results of operations. Based on all of these factors
we do not believe there were any events that had occurred as of the filing date of our third
quarter 2008 Form 10-Q to warrant a discussion on goodwill impairment.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filing, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7606.

    Sincerely,

    /s/ Clay Williams

    Clay Williams

Senior Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 31, 2008
  Mr. Clay C. Williams Senior Vice President and Chief Financial Officer  National Oilwell Varco, Inc.
7909 Parkwood Circle Drive Houston, Texas 77036-6565
 Re: National Oilwell Varco, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008 Form 10-Q for Fiscal Quarters Ended March 31, 2008, June 30, 2008 and September 30, 2008 Filed May 9, 2008, August 8, 2008 and November 4, 2008
  File No. 1-12317

 Dear Mr. Williams:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.        Form 10-K for the Fiscal Year Ended December 31, 2007

Mr. Clay C. Williams
National Oilwell Varco, Inc.
December 31, 2008 Page 2

 Goodwill Impairment, page 44

 1. Please expand your discussion of how you use the three methods identified to determine the fair value of your reporting units.
 2. In discussing the changes in assumptions used in the fair value calculation, include an analysis of the uncertainties involved or the variability of results from its application over time, why the estimate bears the risk of change, and whether it is reasonably likely to change in the future.  Please refer to Financial Reporting Codification 501.14.
 Quantitative and Qualitative Disclosures About Market Risk, page 47

 3. For each market risk you have identified, provide quantitative information about the market risk as of the end of the fis cal year in accordance with one of the three
disclosure alternatives required by Regulation S-K Item 305(a)(1).  Such information should be updated for any interim periods as required by Regulation S-K Item 305(c).
 Notes to Consolidated Financial Statements

 Note 2 – Summary of Significant Accounting Policies

 Contingencies, page 68

 4. We note your policy where revisions of contingent liability reserves are reflected in income based on updated facts or as information becomes known.  Tell us how this policy conforms to the requirements of Statement of Financial Accounting Standards 5 and FASB Interpretation 14.  In particular, address whether you have adjusted reserves recorded as income prior to the ultimate resolution of a contingent liability, and if so, how such policy conforms to the above standards.
 Form 10-Q for the Quarter Ended September 30, 2008

Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation, page 5

5. Please tell us the facts and circumstances you considered to conclude that it was not at least reasonably possible to have a near term severe impact from impairment of your goodwill as of September 30, 2008.  Refer to Statement of Position 94-6.

Mr. Clay C. Williams
National Oilwell Varco, Inc.
December 31, 2008 Page 3

 Outlook, page 20

 6. The discussion to be provided under Regulation S-K Item 303(a)(3)(ii) requires a description of any uncertainties that may reasonably be expected to have a material favorable or unfavorable impact on results from operations.  Given the outlook you have presented in this section, tell us why you have not described any uncertainties related to the value of your goodwill.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.      We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Clay C. Williams
National Oilwell Varco, Inc. December 31, 2008 Page 4

 You may contact Gary Newberry at (202) 551- 3761, or Kim Calder at (202) 551-3701, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e           B r a n c h  C h i e f

February 25, 2008
 Mail Stop 7010  By U.S. Mail and facsimile to (713) 346-7995  Dwight W. Rettig Vice President, General Counsel and Secretary National Oilwell Varco, Inc.  10000 Richmond Avenue Houston, Texas 77042-4200  Re:  National Oilwell Varco, Inc.  Definitive Proxy Statement on Schedule 14A  Filed April 25, 2007  File No. 001-12317   Dear Mr. Rettig:

We have reviewed your January 16, 2008 response to our comments of December 18,
2007.   Without more detail, we cannot agree or disagree with your  conclusion that you
have an appropriate basis to omit the opera ting profit targets and predetermined capital
employed targets for prior, current and future fiscal years.  Since you are in possession of
all of the facts related to your disclosure, we have decided that we have no basis to
disagree with your decision to omit this informa tion from your filing.  As in all cases, we
remind you that you are responsible for the adeq uacy and accuracy of the disclosure in
your filings.   We do not have any further comments on your filing.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3687.                                                                                                   Sincerely,                                                                                                   Carmen Moncada-Terry         A t t o r n e y  A d v i s o r

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    National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

FAX 713-346-7995

January 16, 2008

Ms. Carmen Moncada-Terry

Attorney Advisor

Division of Corporation Finance

Mail Stop 7010

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    SEC Comment Letter dated December 18, 2007, related to National Oilwell Varco, Inc.’s
Definitive Proxy Statement on Schedule 14A filed on April 25, 2007; File No. 001-12317

Dear Ms. Moncada-Terry:

This letter responds to the comments that National Oilwell Varco, Inc. (the “Company”) received
from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission” or the “SEC”) by letter dated December 18, 2007, which
comments were provided in response to the Company’s prior response letter to the Staff dated
October 25, 2007. For your convenience, the Company’s responses are prefaced by the Commission’s
comment in bold text. All capitalized terms used herein and not defined herein shall have the
meanings given to them in our proxy statement.

Compensation Discussion & Analysis, page 24

General Overview, page 24

    1.

    We note your response to prior comment 1. Please indicate in a response letter whether you
target a specific percentile of your peer group for elements of compensation other than base
salary and total compensation. Please also confirm that you will disclose in future filings
where actual payments of salary, total compensation and those other elements of compensation
that you target to a specific percentile, to the extent applicable, fall relative to the
median or other measurement used. To the extent actual compensation of salary, total
compensation or other elements of compensation, to the extent applicable, was materially
greater or less than the median or other measurement used even after appropriate adjustments
were made by the compensation committee, please confirm you will explain in future filings why
such deviation occurred.

U.S. Securities and Exchange Commission

January 16, 2008

Page 2 of 5

Response: The Company does not target a specific percentile of its peer group for equity
compensation or annual bonus compensation. The Company will disclose this fact in future filings.
The Company will also disclose in future filings where actual payments of base salary and total
compensation fall relative to the peer group target and, to the extent there is a material
deviation between the actual amounts paid and the target amount, explain why such deviation
occurred.

Annual Incentive Award, page 26

    2.

    We note your response to our prior comment 3 and reissue the comment. Please elaborate on
your discussion of competitive harm by discussing in detail the basis for each assertion that
you make and how a competitor could either use such information to cause you commercial harm
or derive other information from such targets that could then be used to negatively impact the
company. For example, you state that the disclosure of the operating profit targets will
result in competitors obtaining insight into your budget and planning process, your views on
market and industry conditions, product and service pricing, cost structure and profit margins
and that, with that insight, your competitors may undermine your ability to bid on projects.
However, you do not explain the reasons for believing that the disclosure of the targets will
have that result or how competitors are able to obtain such insights from knowing your various
targets for incentive compensation. We also note that your response and competitive harm
analysis does not address the reasons for not disclosing the “predetermined capital employed”
target and the financial and operating performance targets for 2007.

    Notwithstanding the preceding paragraph, in the event disclosure in future filings of the
quantitative or qualitative performance-related factors would cause competitive harm such
that you may omit the targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K,
please confirm that in future filings you will disclose how difficult it will be for the
named executive officer or how likely it will be for the company to achieve the undisclosed
target levels or other factors. Please confirm that you will disclose in future filings the
factors considered by the compensation committee in setting performance-related objectives.
General statements regarding the level of difficulty, or ease, associated with achieving
performance goals are not sufficient. Please provide insight into the factors considered by
the committee prior to the awarding of performance-based compensation such as historical
analyses prior to the granting of these awards or correlations between historical bonus
practice and the incentive parameters set for the relevant fiscal period.

Response:

The Company believes that disclosure of its operating profit targets and predetermined capital
employed targets for prior, current and future fiscal years would result in substantial competitive
harm to the Company. The Company’s operating profit targets and predetermined capital employed
targets for prior, current and future fiscal years are extremely confidential commercial

U.S. Securities and Exchange Commission

January 16, 2008

Page 3 of 5

and financial information of the Company, and are not disclosed outside the Company to any person
for any purpose.

If the Company’s operating profit targets and predetermined capital employed targets were publicly
disclosed, the Company’s competitors could gain specific insights into the Company’s strategic
plans, budgets and financial forecasts, market outlook, product and service pricing, cost structure
and profit margins. In response to your request above, the following discussion highlights certain
ways that competitors could gain such insights and then use those insights to cause the Company
competitive harm.

Performance targets are set by the Company based upon its budget for each year. Each year’s budget
is established through a comprehensive budget and financial planning process, which includes a
detailed analysis of the Company’s market outlook and available strategic alternatives. As a
result, the Company’s performance targets reflect both the Company’s budget and outlook and, if
disclosed publicly, would enable the Company’s competitors to deduce the Company’s strategic plans
and the forecasted financial results of those plans, which could cause the Company substantial
competitive harm.

For example, if the Company budgeted lower operating profit and higher capital employed compared to
prior periods, the Company’s competitors might reasonably conclude that the Company intends to cut
its pricing to gain market share. As a result, the Company’s competitors might also reduce their
prices proactively to defend their market position, thereby damaging the Company’s business.

If the Company were to budget a significant increase in operating profit and capital employed, the
Company’s competitors could reasonably conclude that the Company’s view is that the market will
expand significantly and that the Company will invest in growth. Such a view may be true, and
would likely be based on a market outlook that was obtained through proprietary market intelligence
or otherwise confidential resources. In response, the Company’s competitors may increase
investment in their businesses to capture a portion of the expected market growth, thereby damaging
the Company’s business.

Even if a competitor’s analysis of the disclosed performance targets is in error, the competitor’s
actions based on that erroneous analysis could still cause competitive harm to the Company. For
example, if the Company plans to expand into a new business or product line, such intent could be
reflected in increased operating profit targets and capital employed targets. If one of the
Company’s competitors conclude in error that the Company intends to expand one of its existing
businesses rather than enter into a new business, such competitor’s response of adding capacity and
investment into the existing business or product line would damage the Company due to the
over-supplied market.

If the Company budgeted lower operating profit and lower capital employed in a particular period,
the Company’s competitors could potentially hire the Company’s employees away by

U.S. Securities and Exchange Commission

January 16, 2008

Page 4 of 5

arguing that the Company is curtailing investment in its business and foresees its business
declining. A loss of valuable employees would damage the Company’s business.

Furthermore, the Company’s disclosure of historical performance targets is potentially damaging
because the Company’s strategic plans are rarely implemented within a one-year budgeting cycle.
Competitors could use the historical performance targets and the forward-looking performance
targets to try to better understand the Company’s strategic plans and financial forecasts related
thereto, by analyzing perceived trends in the data. To the extent a competitor is able to more
accurately deduce the Company’s strategic objectives and financial forecasts, the risk of
competitive harm to the Company is increased.

Part of the Company’s strategic plan is to grow its business through acquisitions. The Company has
completed numerous acquisitions in the past, which contributed to the Company’s success. The
Company conducts discussions with other companies from time to time regarding potential
acquisitions and divestitures of businesses. If a target company or a competing bidder for a
target company, or a buyer interested in one of the Company’s existing businesses, can gain
insights into the Company’s strategic plans and financial forecasts, the economics of any
acquisition or divestiture transaction could be negatively impacted, or a potentially valuable
transaction could be lost, thereby causing harm to the Company’s business. It should also be noted
that it is a nearly universal practice to execute confidentiality agreements between the parties,
and to tightly control the individual employees who participate in these discussions, in order to
maintain the confidentiality of strategic plans, financial budgets and other sensitive information.
Companies clearly recognize the potential for competitive harm if such information were disclosed
broadly or improperly used by another party, and they act intentionally to protect this
information. The Company’s disclosure of its performance targets would undermine these efforts and
could cause competitive harm to the Company.

In summary, the interpretation, correctly or incorrectly, by the Company’s competitors of the
Company’s strategic plans, market outlook and financial forecasts, based on their review of the
Company’s prior, current and future performance targets, introduces substantial risk of competitive
harm to the Company’s business. Therefore, the Company believes that it should not be required to
disclose its performance targets for prior, current and future fiscal years pursuant to Instruction
4 to Item 402(b) of Regulation S-K.

In addition to the competitive harm analysis, the Company believes that it should not be required
to disclose its performance targets as such disclosure is in effect the provision of earnings and
other financial guidance, which the Company is not otherwise required to provide.

As noted in our prior response letter, it is the Company’s policy to not provide earnings guidance
or other similar financial guidance or commentary to investors, analysts and other market
professionals. The Company believes that providing earnings guidance, or dealing directly with
analysts’ earnings expectations, improperly focuses the Company and the investment community on
short-term results, rather than on the Company’s long-term financial and stock price performance.
Disclosure of the above described performance targets or other similar targets

U.S. Securities and Exchange Commission

January 16, 2008

Page 5 of 5

would in effect violate the Company’s current policy to not provide earnings guidance because
analysts and other market professionals would consider such disclosures reflective of management’s
opinions regarding the Company’s future earnings. The Company’s quarterly calls with analysts
would almost certainly include questions regarding the disclosed performance targets, which would
be difficult to answer without violating the Company’s current policy. As a result, the Company
could be subjected to additional liabilities and ongoing disclosure obligations related to the
disclosed performance objectives, including an ongoing duty to update if there is information in
the market that varies from the disclosed performance targets. The Company has no obligation to
provide earnings guidance under the securities laws or the rules of the New York Stock Exchange.
However, if the Staff requires the Company to disclose such performance targets pursuant to Item
402(b) of Regulation S-K, the Staff will effectively require the Company to provide earnings
guidance.

Furthermore, the Company believes its performance objectives for executive compensation best align
the interests of the Company’s stockholders and the Company’s management team. If the Company is
required to use alternative performance objectives to minimize the substantial risk of competitive
harm and to avoid providing earnings and other financial guidance, this alignment of interests
would be diminished to the detriment of the Company’s stockholders.

If the Company omits disclosure of performance-related targets in its future filings pursuant to
Instruction 4 to Item 402(b) of Regulation S-K, the Company will disclose in such filings how
difficult it will be for the named executive officer or how likely it will be for the Company to
achieve the undisclosed targets. The Company will disclose in future filings the factors
considered by the Company’s Compensation Committee in setting performance-related objectives.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filing, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Vice President, General Counsel
and Secretary

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    National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

FAX 713-346-7995

October 25, 2007

Ms. Carmen Moncada-Terry

Attorney Advisor

Division of Corporation Finance

Mail Stop 7010

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    SEC Comment Letter dated September 26, 2007 related to National Oilwell Varco, Inc.’s
Definitive Proxy Statement on Schedule 14A filed on April 25, 2007; File No. 001-12317

Dear Ms. Moncada-Terry:

This letter responds to the comments that National Oilwell Varco, Inc. (the “Company”) received
from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission” or the “SEC”) by letter dated September 26, 2007. For your
convenience, the Company’s responses are prefaced by the Commission’s comment in bold text. All
capitalized terms used herein and not defined herein shall have the meanings given to them in our
proxy statement.

Compensation Discussion & Analysis, page 24

General Overview, page 24

    1.

    You disclose that the company strives to offer compensation opportunities “in the median
range” of the oilfield peer group of companies described on page 25. Please disclose the
specific percentile targeted for each element of compensation. In addition, for each element
of compensation, discuss actual compensation paid relative to the targeted amount. Similar to
the discussion provided regarding the reasons for the base salary adjustments, for each other
element of compensation, include an explanation of the divergence, if any, from a targeted
percentile and the percentile represented by actual compensation paid during the fiscal year.
Refer to Item 402(b)(2)(xiv) of Regulation S-K.

U. S. Securities and Exchange Commission

October 25, 2007

Page 2 of 10

Response: As part of its process to establish compensation levels for the Company’s named
executive officers, the Company’s Compensation Committee compares total compensation and base
salary for each of its named executive officers against the median total compensation and median
base salary earned by comparable executive officers as paid by the oilfield peer group described on
page 25 of the proxy statement. When analyzing peer group data, the Compensation Committee does not
establish a specific numeric range around the median data points, which it considers reasonable or
acceptable. Rather, in setting compensation for any particular named executive officer, the
Compensation Committee considers any variance from the median, taking into account the other
factors discussed in the proxy statement, and determines whether such variance is appropriate. If
the Compensation Committee determines that any variance is unwarranted, the Compensation Committee
will make appropriate adjustments to the compensation levels. The Company will clarify its
disclosure in future proxy statements consistent with the foregoing. As noted by the Staff, the
Company’s proxy statement includes an explanation of the divergence between targeted base salary
and actual base salary. The Company will continue to include such disclosure in future proxy
statements.

Base Salary, page 26

    2.

    Although you disclose that you do not assign specific weight to factors such as individual
performance and responsibility when evaluating a named executive officer, disclose all of the
factors that are considered in evaluating each named executive officer and discuss how you
applied any factors in the evaluative process during the last fiscal year. Please disclose
any pre-established individual goals set for an officer and discuss the qualitative and if
applicable, quantitative review of such goals by the committee. Provide specific examples of
an individual’s contribution to company performance if considered by the committee in
determining the individual’s level of compensation. See Item 402(b)(1)(v) and generally, Item
402(b)(2)(vii) of Regulation S-K.

Response: The factors considered by the Compensation Committee in establishing base
salaries are set forth on page 26 of the proxy statement. The Compensation Committee’s analysis of
these factors for 2006 is also summarized on page 26 of the proxy statement, including a detailed
discussion of the merger with Varco International Inc., which was a strong driver of the base
salary adjustments for 2006.

The Compensation Committee does not establish specific, individual goals for the Company’s
officers, other than the CEO. The Compensation Committee’s analysis of the individual performance
of any particular named executive officer, other than the CEO, is subjective in nature and takes
into account the recommendations of the CEO. The Compensation Committee establishes goals and
objectives for its CEO for each fiscal year. Mr. Miller’s goals and objectives for 2006 are
attached as Exhibit A to this response letter. Mr. Miller’s performance was measured in
four key areas of the Company: (1) financial performance, (2) formulation and implementation of
Company strategy, (3) controls and compliance, and (4) management and employee development. The
specific goals within these four areas were set based on a determination of prioritizing the CEO’s
efforts on those specific areas and responsibilities that

U. S. Securities and Exchange Commission

October 25, 2007

Page 3 of 10

would have the greatest impact on the Company. The Compensation Committee reviewed such goals and
objectives against Mr. Miller’s and the Company’s performance, and determined that Mr. Miller had
achieved each of his pre-established goals and objectives. The Compensation Committee took Mr.
Miller’s successful achievement of his goals into consideration when reviewing his compensation.
The Company will include similar disclosures and further discussion consistent with the foregoing
for its CEO in future proxy statements.

Annual Incentive Award, page 26

    3.

    Disclose the “certain specified operating profit targets” that were based on the company’s
financial plan for fiscal 2006, the “predetermined capital employed” target for fiscal 2006
and if known, the financial and operating performance targets for the following fiscal year.
To the extent you believe that disclosure of any corporate and individual performance goals is
not required because it would result in competitive harm such that it could be excluded under
Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a
detailed explanation supporting your conclusion. Please also note that to the extent
disclosure of the quantitative or qualitative performance-related factors would cause
competitive harm, you are required to discuss how difficult it will be for you to achieve the
target levels or other factors. Please disclose the factors considered by the compensation
committee in setting performance-related objectives. Please see Instruction 4 to Item 402( b)
of Regulation S-K.

Response: The Company believes that disclosure of its corporate and individual performance
targets would result in competitive harm to the Company. An analysis supporting our conclusion is
attached hereto as Exhibit B. On page 27 of the proxy statement, the Company discloses how
difficult it will be to achieve the target levels, noting that targets are “challenging to meet but
achievable if the Company properly executes its operational plan and market conditions are
favorable”. In establishing the performance targets, the Compensation Committee reviews and
considers the Company’s financial budgets and operating plan.

    4.

    Identify the specific percentage of each named executive officer’s bonus that is tied to the
financial and operating performance of the company. Include an analysis of how the percentage
amount for a respective named executive officer was determined. Moreover, to facilitate an
understanding of how the formula disclosed on page 27 works in practice, provide an
illustrative example.

Response: For 2006, 100% of each named executive officer’s annual bonus award was tied to
the financial performance of the Company and/or the Company’s business units. As disclosed in the
proxy statement, the participation level percentages (as a percentage of annual base salary) for
2006 for each named executive officer were as follows: Mr. Merrill A. Miller, Jr. - 100%; Mr. Clay
C. Williams - 80%; Mr. Kevin A. Neveu - 75%; Mr. Mark A. Reese - 75%; and Mr. Dwight W. Rettig -
75%. These participation level percentages are based on each executive’s level of responsibility
for the Company’s financial performance. The following examples calculate an annual incentive
award payment for Mr. Miller assuming (1) the Company’s 2006

U. S. Securities and Exchange Commission

October 25, 2007

Page 4 of 10

operating profit was equal to the operating profit target set under the incentive plan and (2) the
Company’s 2006 operating profit exceeded the maximum operating profit target set under the
incentive plan:

(1) 100% (performance result) x $800,000 (base salary) x 100% (participation level) = $800,000.

(2) 200% (performance result) x $800,000 (base salary) x 100% (participation level) = $1,600,000.

The Company will include the foregoing disclosures, including the example calculation, in future
proxy statements.

    5.

    We refer you to Instruction 1 to Item 402(b) of Regulation S-K. Your disclosure of the
reasons for the maximum bonus payout of 200% of the target incentive level lacks the analysis
needed to facilitate an understanding of how the payout amounts were determined. Please
clarify the statement that “structure and performance measures...described above...” resulted in
the payout level determination. In addition, your discussion on page 26 suggests that
numerous operating targets are established, yet your discussion on page 27 refers to the
achievement of only one operating profit target and indicates that the achievement of one
target factored into the bonus being paid. Please clarify your disclosure accordingly.

Response: The maximum bonus payment of 200% was triggered because the Company’s actual
operating profit exceeded the maximum operating profit target set under the Company’s annual
incentive plan. The Company will clarify its disclosure regarding payout amounts in future
filings. With respect to the Company’s statement that “structure and performance
measures...described above...” resulted in the payout level determination, the Company intended to only
reference the performance targets and formula previously discussed on page 27. The Company will
delete the referenced statement in future proxy statements. The Compensation Committee only
establishes one operating profit target per year. The reference to multiple targets is a reference
to the minimum, target and maximum targets set for the single metric. The Company will clarify its
disclosure in future proxy statements.

    6.

    We direct you to Release 33-8732A, Section II.B.1. As noted therein, the Compensation
Discussion and Analysis should be sufficiently precise to identify material differences in
compensation policies with respect to individual executive officers. For example, explain in
the Compensation Discussion and Analysis section the distinctions in termination pay-outs
available to the named executive officers. Similarly, please explain the distinctions in
options awarded and the non-equity incentive plan compensation awarded during fiscal 2006 to
Mr. Miller relative to the other named executive officers.

Response: There are no compensation policy differences among the individual executive
officers, except that the more senior officers, such as the CEO, receive higher compensation

U. S. Securities and Exchange Commission

October 25, 2007

Page 5 of 10

consistent with their increased responsibilities. These differences are considered in connection
with the compensation analysis performed by the Compensation Committee. We will include a
discussion of the foregoing in future proxy statements.

Compensation of the Chief Executive Officer, page 30

    7.

    We direct you to Item 402(b)(1)(v) of Regulation S-K. Please provide an analysis of specific
goals and qualitative assessments used in evaluating the Chief Executive Officer during fiscal
2006 and his level of overall achievement of targeted qualitative and quantitative goals. For
example, explain what aspects of his performance or success in “achieving the company’s
strategic objectives” in a given year contributed to the determination of his compensation
package.

Response: See the Company’s response to Comment No. 2 above.

Potential Payments Upon Termination or Change of Control, page 36

    8.

    Please describe and explain how the appropriate payment and benefit levels are determined
under the various circumstances that trigger payments or provision of benefits under the
agreements and change of control plans. See Items 402(b)(1)(v) and 402(j)(3) of Regulation
S-K.

Response: The Company’s Compensation Committee believes the payment and benefit levels
provided to its named executive officers under their employment agreements and/or change of control
plans upon termination or change of control should correspond to the level of responsibility and
risk assumed by the named executive officer. Thus, the payment and benefit levels for Mr. Miller,
Mr. Neveu, Mr. Reese and Mr. Rettig are based on their levels of responsibility and market
considerations at the time the Company entered into the relevant agreements. The payment and
benefit levels for Mr. Williams are based on similar considerations but certain differences in his
benefits are due to the particular terms of his executive agreement, which was assumed by the
Company in the merger with Varco International, Inc. The Compensation Committee recognizes that it
is not likely that the Company’s named executive officers would be retained by an acquiror in the
event of a change of control. As a result, the Compensation Committee believes that a certain
amount of cash compensation, from one year’s cash compensation for certain executives to three
years’ cash compensation for the chief executive officer and chief financial officer, along with
immediate vesting of all unvested equity compensation, is an appropriate and sufficient incentive
for the named executive officers to remain employed with the Company, even if a change of control
were imminent. It is believed that these benefit levels should provide the Company’s named
executive officers with reasonable financial security so that they could continue to make strategic
decisions that impact the future of the Company. The Company will include a discussion of the
foregoing in future proxy statements.

U. S. Securities and Exchange Commission

October 25, 2007

Page 6 of 10

Grants of Plan-Based Awards, page 41

    9.

    On pages 26-28 you disclose the minimum, target and maximum performance levels established
pursuant to the annual non-equity incentive plan. Please either provide the information
required by Item 402(d)(2)(iii) of Regulation S-K or explain why such disclosure is not
required.

Response: The minimum, target and maximum payouts under the annual incentive awards for
2006 are as follows:

    Name

    Threshold

    Target

    Maximum

    Merrill A. Miller, Jr.

    $
    80,000

    $
    800,000

    $
    1,600,000

    Clay C. Williams

    $
    40,000

    $
    400,000

    $
    800,000

    Kevin A. Neveu

    $
    28,875

    $
    288,750

    $
    577,500

    Mark A. Reese

    $
    28,875

    $
    288,750

    $
    577,500

    Dwight W. Rettig

    $
    26,250

    $
    262,500

    $
    525,000

We will disclose this information in future proxy statements, consistent with SEC FAQ #5.02.

Outstanding Equity Awards at Fiscal Year End, page 42

    10.

    We refer you to Instruction 2 to Item 402(

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        February 21, 2007

Mr. Clay C. Williams
Senior Vice President and Chief Financial Officer
National Oilwell Varco, Inc.
10000 Richmond Avenue
Houston, Texas 77042-4200

 Re: National Oilwell Varco, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 6, 2006
  File No. 1-12317

Dear Mr. Williams:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       A p r i l  S i f f o r d
       B r a n c h  C h i e f

CORRESP
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February 2, 2007

VIA EDGAR, FEDERAL EXPRESS AND TELECOPY

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:

    Gary A. Newberry

         Re:

    National Oilwell Varco, Inc.

Form 10-K for Fiscal Year Ended December 31, 2005

Filed March 6, 2006

Forms 10-Q for Fiscal Quarters Ended March 31, 2006, June 30, 2006

and September 30, 2006

Filed May 9, 2006, August 4, 2006 and November 3, 2006

File No. 1-12317

Ladies and Gentlemen:

     On behalf of National Oilwell Varco, Inc. (the “Company”), this letter sets forth the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated January 23, 2007 (the “Comment Letter”)
with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the
“2005 Form 10-K”) and Forms 10-Q for the fiscal quarters ended March 31, 2006, June 30, 2006 and
September 30, 2006 (“2006 Forms 10-Q”).

     For your convenience, we have repeated in italics each comment of the Staff exactly as
given in the Comment Letter and set forth below each such comment is the Company’s
response.

    Vinson & Elkins LLP Attorneys at Law

Austin Beijing Dallas Dubai Hong Kong Houston

London Moscow New York Shanghai Tokyo Washington

    First City Tower, 1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel 713.758.2222 Fax 713.758.2346 www.velaw.com

United States Securities and Exchange Commission February 2, 2007 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2005

Management Discussion and Analysis of Financial Condition and Results of Operations,
page 27

Critical Accounting Policies and Estimates

    1.

    We note your response to prior comment 3 in our letter dated December 27, 2006. You appear
to imply that many of the policies and estimates that you discuss in your filing are not
material due to the levels of subjectivity and judgment necessary to account for highly
uncertain matters and/or that the impact of the estimates and assumptions on financial
condition or operating performance is not material. As such, you should re-evaluate which
estimates are, in fact, critical and limit your discussions to critical policies and
estimates.

    For those policies and estimates that you do deem to be material, we reissue our prior
comment 3. We caution you that a sensitivity analysis is not the only required disclosure,
and that sensitivity analyses and other disclosure must be based on outcomes that are
reasonably likely to occur and would have a material effect. For example, if your revenue
recognition policies have, in the past resulted in estimates that have required material
subsequent adjustments, or if you deem such adjustments to be reasonably likely to occur in
the future, then it is inappropriate to provide a sensitivity analysis that presents the
impact of an immaterial 1% change in gross profits. We again refer you to the guidance at
FRC 501.14.

    Please amend your filing accordingly.

    Response: The Company has re-evaluated its disclosure regarding Critical
Accounting Estimates to better address the guidelines established under FRC 501.14. Please
find attached as Exhibit A a draft of the Company’s revised Critical Accounting Estimates
which the Company proposes to file as part of an amendment to its 2005 Form 10-K.

Supplemental Pro Forma Comparison, page 40

    2.

    We note your response to prior comment 4 in our letter dated December 27, 2006, and we are
not able to agree with your approach, as follows:

    (a)

    We do not agree that disclosure of this information in a Form 8-K is
appropriate.

United States Securities and Exchange Commission February 2, 2007 Page 3

    (b)

    We believe that amending your 2005 Form 10-K and first quarter 2006 Form 10-Q
is necessary to avoid investor confusion.

    (c)

    It is not appropriate to call you disclosure “pro forma comparison” or to
refer to combined results as “pro forma results” or to refer to “pro forma”
adjustments. The information you disclose in Appendix A of your response consists of
non-GAAP measures, which should not be confused with pro forma information required
under GAAP, specifically Rule 11 of Regulation S-X and SFAS 141. As such, please
rename your non-GAAP measures to “adjusted results” or a similar term, in your chart
and throughout your filing, where applicable.

    (d)

    If any of your adjustments do not relate directly to the Varco acquisition,
you should specifically state so. For example, it is not clear whether your insurance
litigation settlement and your Rig Technology costs were related to the acquisition.
If not, it is inappropriate to preface the chart by stating that it adjusts for
acquisition-related items.

    Amend your Form 10-K for the year ended December 31, 2005, as well as your Form 10-Q for
the quarter ended March 31, 2006, accordingly. We would also expect you to comply with all
other applicable comments from our letter dated December 27, 2006, and this letter in your
amendments. We agree that amending Forms 10-Q for the quarters ended June 30, 2006, and
September 30, 2006, does not appear to be necessary.

    Response: The Company has changed its proposed GAAP to non-GAAP reconciliation
disclosures to conform to all of your comments. In particular, the Company has removed all
references to the term “pro forma” throughout the supplemental comparison section and
replaced it with the term “adjusted results.” Please find attached a draft of the
Company’s revised disclosures which the Company proposes to file as part of amendments
to its 2005 Form 10-K and its First Quarter 2006 Form 10-Q.

Form 10-Q for the Quarters ended March 31, June 30 and September 30, 2006

Exhibits

    3.

    We have considered your response to prior comment 9 in our letter of December 27, 2006. We
do not agree with your conclusions. The exhibit table in Regulation S-K Item 601 identifies
exhibits, such as your articles of incorporation, that should be filed or incorporated by
reference with each report. Please include this information in your amended Form 10-Q and in
subsequent future filings.

United States Securities and Exchange Commission February 2, 2007 Page 4

    Response: The Company will include this information in the Company’s proposed
amendment to its First Quarter 2006 Form 10-Q and in future filings.

     In connection with responding to the Staff’s comments, on behalf of the Company, we confirm
that the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of
the disclosure in the filing, and (ii) the 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.
We also confirm that the Company acknowledges the Staff’s position that 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.

     If you have any questions or comments concerning these responses, please call the undersigned
at (713) 758-3710 or, in his absence, Gillian Hobson at (713) 758-3747.

    Sincerely,

VINSON & ELKINS L.L.P.

    By:

/s/
James M. Prince

    James M. Prince

    cc:

    Clay C. Williams

Dwight W. Rettig

Robert Blanchard

Raymond Chang

EXHIBIT A

Critical Accounting Estimates

In preparing the financial statements, we make assumptions, estimates and judgments that affect the
amounts reported. We periodically evaluate our estimates and judgments that are most critical in
nature which are related to revenue recognition under long-term construction contracts; allowance
for doubtful accounts; inventory reserves; impairments of long-lived assets (excluding goodwill);
goodwill impairment and income taxes. Our estimates are based on historical experience and on our
future expectations that we believe are reasonable. The combination of these factors forms the
basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results are likely to differ from our current estimates and
those differences may be material.

Revenue Recognition under Long-term Construction Contracts

The Company uses the percentage-of-completion method to account for certain long-term construction
contracts in the Rig Technology group. These long-term construction contracts include the
following characteristics:

    •

    the contracts include custom designs for customer specific applications;

    •

    the structural design is unique and requires significant engineering efforts; and

    •

    construction projects often have progress payments.

This method requires the Company to make estimates regarding the total costs of the project,
progress against the project schedule and the estimated completion date, all of which impact the
amount of revenue and gross margin the Company recognizes in each reporting period. The Company
prepares detailed cost to complete estimates at the beginning of each project. Significant
projects and their related costs and profit margins are updated and reviewed at least quarterly by
senior management. Factors that may affect future project costs and margins include shipyard
access, weather, production efficiencies, availability and costs of labor, materials and
subcomponents and other factors as mentioned in “Risk Factors.” These factors can impact the
accuracy of the Company’s estimates and materially impact the Company’s future reported earnings.

Historically,
the Company’s estimates have been reasonably dependable regarding the recognition of
revenues and gross profits on percentage of completion contracts, excluding $21.7 million of losses
resulting from changes in cost estimates relating to two rigs delivered to Kazakhstan as discussed
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Excluding these losses, and based upon an analysis of

A-1

percentage of completion contracts for all open contracts outstanding at December 31, 2005, 2004,
and 2003, adjustments (representing the differences between the estimated and actual results) to
all outstanding contracts resulted in changes to gross profit margins of 1.1% ($12.1 million on
$1.1 billion of outstanding contracts), 0.9% ($7.3 million on $697.3 million of outstanding
contracts), and 2.5% ($6.7 million on $266.8 million of outstanding contracts). While the Company
believes that its estimates will continue to be reasonably dependable with its estimates under
percentage of completion accounting, the factors identified in the preceding paragraph could result
in significant adjustments in future periods.

Allowance for Doubtful Accounts

The determination of the collectibility of amounts due from customer accounts requires the Company
to make judgments regarding future events and trends. Allowances for doubtful accounts are
determined based on a continuous process of assessing the Company’s portfolio on an individual
customer and overall basis. This process consists of a thorough review of historical collection
experience, current aging status of the customer accounts, and financial condition of the Company’s
customers. Based on a review of these factors, the Company will establish or adjust allowances for
specific customers and the accounts receivable portfolio as a whole. A substantial portion of the
Company’s revenues come from international oil companies, international shipyards, international
oilfield service companies, and government-owned or government-controlled oil companies. Therefore,
the Company has significant receivables in many foreign jurisdictions. If worldwide oil and gas
drilling activity or changes in economic conditions in foreign jurisdictions deteriorate, the
creditworthiness of the Company’s customers could also deteriorate and they may be unable to repay
these receivables, and additional allowances could be required. At December 31, 2005 and 2004,
allowance for bad debts totaled $17.4 million and $12.8 million, or 1.5% and 2.6% of accounts
receivable before the allowance, respectively. The decrease of the allowance for bad debts as a
percentage of accounts receivable of 1.1% is primarily due to the 2005 Varco acquisition which
resulted in an addition of approximately $385.3 million of accounts receivable recorded at fair
value.

Historically, the Company’s charge-offs and provisions for the allowance for doubtful accounts have
been immaterial to the Company’s consolidated financial statements. However, because of the risk
factors mentioned above, changes in our estimates could become material in future periods.

Inventory Reserves

Inventory is carried at the lower of cost or estimated net realizable value. The Company
determines reserves for inventory based on historical usage of inventory on-hand, assumptions about
future demand and market conditions, and estimates about potential alternative uses, which are
usually limited. The Company’s inventory consists of specialized spare parts, work in process, and
raw materials to support ongoing manufacturing operations

A-2

and the Company’s large installed base of specialized equipment used throughout the oilfield.
Customers rely on the Company to stock these specialized items to ensure that their equipment can
be repaired and serviced in a timely manner. The Company’s estimated carrying value of inventory
therefore depends upon demand driven by oil and gas drilling and well remediation activity, which
depends in turn upon oil and gas prices, the general outlook for economic growth worldwide,
available financing for the Company’s customers, and political stability in major oil and gas
producing areas, among other factors. At December 31, 2005 and 2004, inventory reserves totaled
4.5% and 6.0% of gross inventory, respectively. Recent high demand and a strong outlook for
oilfield equipment sales provide the basis for the Company’s December 31, 2005 and 2004 estimates
regarding the future usage and realizable value of inventory. The decrease of inventory reserves
as a percentage of gross inventory is due primarily to the 2005 Varco acquisition which resulted in
the addition of approximately $377.1 million of inventory recorded at fair value, as discussed in
Note 3 of the Consolidated Financial Statements.

While inventory reserves and accruals have not had a material impact on the Company’s financial
results for the periods covered in this report, changes in worldwide oil and gas activity, or the
development of new technologies which make older drilling technologies obsolete, could require the
Company to record additional allowances to reduce the value of its inventory. Such changes in our
estimates could be material under weaker market conditions or outlook.

Impairment of Long-Lived Assets (Excluding Goodwill)

Long-lived assets, which include property, plant and equipment and identified intangible assets,
comprise a significant amount of the Company’s total assets. The Company makes judgments and
estimates in conjunction with the carrying value of these assets, including amounts to be
capitalized, depreciation and amortization methods and estimated useful lives.

Additionally, the carrying values of these assets are reviewed for impairment periodically or
whenever events or changes in circumstances indicate that the carrying amounts may not be
recoverable. An impairment loss is recorded in the period in which it is determined that the
carrying amount is not recoverable. This requires the Company to make long-term forecasts of its
future revenues and costs related to the assets subject to review. These forecasts require
assumptions about demand for the Company’s products and services, future market conditions and
technological devel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        January 23, 2007

Mr. Clay C. Williams
Senior Vice President and Chief Financial Officer
National Oilwell Varco, Inc.
10000 Richmond Avenue
Houston, Texas 77042-4200

 Re: National Oilwell Varco, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 6, 2006
Forms 10-Q for Fiscal Quarters Ended March 31, 2006, June 30, 2006
and September 30, 2006
Filed May 9, 2006, August 4, 2006 and November 3, 2006
Response Letter Dated January 12, 2007
  File No. 1-12317

Dear Mr. Williams:

We have reviewed your response letter and have the following comments.  We
have limited our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2005

Mr. Clay C. Williams
National Oilwell Varco, Inc.
January 23, 2007 page 2

Management Discussion and Analysis of Fina ncial Condition and Results of Operations,
page 27

Critical Accounting Policies and Estimates

1. We note your response to prior comment 3 in our letter dated December 27, 2006.  You appear to imply that many of the policies and estimates that you discuss in your filing are not material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters and/or that the impact of the estimates and assumptions on financial condition or operating performance is not material.  As such, you should re-evaluate which estimates are, in fact, critical and limit your discussions to critical policies and estimates.

For those policies and estimates that you do deem to be material, we reissue our prior comment 3.  We caution you that a sensitivity analysis is not the only required disclosure, and that sensitivity analyses and other disclosure must be based on outcomes that are reasonably likely to occur and would have a material effect.  For example, if your revenue recognition policies have, in the past, resulted in estimates that have required material subsequent adjustments, or if you deem such adjustments to be reasonably likely to occur in the future, then it is inappropriate to provide a sensitivity analysis that presents the impact of an immaterial 1% change in gross profits.  We again refer you to the guidance at FRC 501.14.

 Please amend your filing accordingly.

Supplemental Pro Forma Comparison, page 40

2. We note your response to prior comment 4 in our letter dated December 27, 2006, and we are not able to agree with your approach, as follows:

(a) We do not agree that disclosure of this information in a Form 8-K is appropriate.
(b) We believe that amending your 2005 Form 10-K and first quarter 2006 Form 10-Q is necessary to avoid investor confusion.
(c) It is not appropriate to call your disclosure “pro forma comparison” or to refer to combined results as “pro forma results” or to refer to “pro forma” adjustments.  The information you disclose in Appendix A of your response consists of non-GAAP measures, which should not be confused with pro forma information required under GAAP, specifically Rule 11 of Regulation

Mr. Clay C. Williams
National Oilwell Varco, Inc.
January 23, 2007 page 3
S-X and SFAS 141.  As such, please rename your non-GAAP measures to “adjusted results” or a similar term, in your chart and throughout your filing, where applicable.
(d) If any of your adjustments do not relate directly to the Varco acquisition, you should specifically state so.  For example, it is not clear whether your insurance litigation settlement and your Rig Technology costs were related to the acquisition.  If not, it is inappropriate to preface the chart by stating that it adjusts for acquisition-related items.
(e) Presentation of non-GAAP measures must be accompanied by the qualitative disclosure required by Item 10 of Regulation S-K.

Amend your Form 10-K for the year ended December 31, 2005, as well as your Form 10-Q for the quarter ended March 31, 2006, accordingly.  We would also expect you to comply with all other applicable comments from our letter dated December 27, 2006, and this letter in your amendments.  We agree that amending Forms 10-Q for the quarters ended June 30, 2006, and September 30, 2006, does not appear to be necessary.

Form 10-Q for the Quarters ended March 31, June 30, and September 30, 2006

Exhibits

3.  We have considered your response to prior comment 9 in our letter of December 27, 2006.  We do not agree with your conclusions. The exhibit table in Regulation S-K Item 601 identifies exhibits, such as your articles of incorporation, that should be filed or incorporated by reference with each report.  Please include this information in your amended Form 10-Q and in subsequent future filings.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Gary Newberry at (202) 551-3761, or Sandra Eisen at (202)
551-3864, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

Mr. Clay C. Williams
National Oilwell Varco, Inc.
January 23, 2007 page 4

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

January 12, 2007

VIA EDGAR, FEDERAL EXPRESS AND TELECOPY

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W., Mail Stop 7010

Washington, D.C. 20549

Attention: Gary A. Newberry

    Re:

    National Oilwell Varco, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2005

    Filed March 6, 2006

    Forms 10-Q for Fiscal Quarters Ended March 31, 2006, June 30, 2006
and September 30, 2006

    Filed May 9, 2006, August 4, 2006 and November 3, 2006

    File No. 1-12317

Ladies and Gentlemen:

     On behalf of National Oilwell Varco, Inc. (the “Company”), this letter sets forth the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated December 27, 2006 (the “Comment Letter”)
with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the
“2005 Form 10-K”) and Forms 10-Q for the fiscal quarters ended March 31, 2006, June 30, 2006 and
September 30, 2006 (“2006 Forms 10-Q”).

     For the reasons discussed in detail below and in view of the imminent preparation of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Form 10-K”),
the Company believes that amending to add revised or supplemental disclosure retroactively to the
2005 Form 10-K or 2006 Forms 10-Q would not significantly impact investors or be material to the
Company’s overall disclosures. Accordingly, as indicated in this letter, the Company respectfully
requests that the Staff permit the Company to address its responses prospectively as
indicated in this letter by providing enhanced disclosures in its 2006 Form 10-K.

    Vinson & Elkins LLP Attorneys at Law

    First City Tower, 1001 Fannin Street, Suite 2500

    Austin Beijing Dallas Dubai Hong Kong Houston

    Houston, TX 77002-6760

    London Moscow New York Shanghai Tokyo Washington

    Tel 713.758.2222 Fax 713.758.2346 www.velaw.com

    United States Securities and Exchange Commission

January 12, 2007 Page 2

     For your convenience, we have repeated in italics each comment of the Staff exactly as given
in the Comment Letter and set forth below each such comment is the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2005

Selected Financial Data, page 26

    1.

    Revise your table of selected financial data to describe or cross reference any factors that
materially affect the comparability of the information reflected in the selected financial
data. In this regard, we note that the Varco merger occurred in 2005. Refer to Regulation
S-X [sic] Item 301 and related instructions for guidance.

Response:

The
Company respectfully submits that because it has provided a substantial amount of
disclosure regarding the financial impacts of the Varco merger throughout its 2005 Form
10-K including in the Management’s Discussion and Analysis of Financial Condition and
Results of Operation (“MD&A”), the lack of any footnote disclosure in the Selected
Financial Data should be regarded as self-evident and not sufficiently material to warrant
amending the 2005 Form 10-K. The Company commits to include in its 2006 Form 10-K
enhanced footnote disclosures in Item 6. Selected Financial Data by adding footnotes
describing items that could materially affect the comparability of information, including
the impact of the Varco merger.

Management Discussion and Analysis of Financial Condition and Results of Operations,
page 27

    2.

    We note the amount of reported goodwill and intangible assets on your consolidated balance
sheet and the associated risk factors on page 16. Include in this section a discussion of
these items necessary to understanding your financial condition and the related impairment
testing. Refer to Regulation S-K Item 303(a).

Response:

A description of the impairment testing of goodwill and other intangible assets is
presently included in MD&A under the subcaption “Critical Accounting Policies and Estimates – Impairment of Long-Lived Assets (including Goodwill)”. The Company respectfully submits
that this description, coupled with the Risk Factor disclosure, provides the reader with an
understanding of the impairment testing of such assets and its potential impact on the
Company’s financial condition. Please also refer to the response to Comment 3 below, as to
further reasons for our conclusion that such additions are not considered material. Also
please note under the response to Comment 3, that the Company proposes to enhance MD&A
disclosures in its 2006 Form 10-K.

    United States Securities and Exchange Commission

January 12, 2007 Page 3

Critical Accounting Policies and Estimates, page 36

    3.

    Please revise your disclosures to address the material implications of the uncertainties that
are associated with the methods, assumptions and estimates underlying your critical accounting
measurements. Specifically, you should provide the following:

    (a)

    An analysis of the uncertainties involved in applying the principle and the
variability that is reasonably likely to result from its application.

    (b)

    An analysis of how you arrived at the measure and how accurate the estimate
or underlying assumptions have been in the past.

    (c)

    An analysis of your specific sensitivity to change based on outcomes that are
reasonably likely to occur and have a material effect.

Please refer to FRC Section 501.14 for further guidance.

Response:

In light of Comments 2 and 3 made by the Staff, the Company is undertaking a review of its
MD&A disclosures in its 2006 Form 10-K regarding critical accounting measurements to the
extent any material uncertainties and factors affecting variability of results can be
reasonably known or anticipated and are material. The complete undertaking of some of the
requested analyses, however, will take considerable time which will run into the Company’s
preparation of its MD&A for its 2006 Form 10-K. The Company respectfully submits that the
results of its preliminary analyses suggest that the enhanced 2006 disclosures would
include certain matters indicated below, but the Company believes that such disclosure
enhancements would not be sufficiently material to the disclosures contained in its 2005
Form 10-K.

The results of the Company’s preliminary analyses to date, and suggestions of enhanced
disclosures for 2006 MD&A, are summarized below with respect to each of the identified
critical policies and estimates:

Revenue Recognition under Long-term Construction Contracts. The Company proposes to
enhance its disclosures in its 2006 Form 10-K regarding factors which could affect future
project costs and margins when it concludes a review of 2006 financial results. Further,
the Company proposes to include an updated sensitivity analysis of the impact of changes in
profit margins on operating profit.

    United States Securities and Exchange Commission

January 12, 2007 Page 4

The Company ran a sensitivity analysis of changes in profit margins for the projects
in process at December 31, 2005 and believes that the analysis did not reveal any
particularly significant material trend or result – a 1% change in the estimated profit
margins for the outstanding projects at December 31, 2005 would result in an estimated
$10.3 million change to the 2005 operating profit, or 2.5% percent change in operating
profit. The Company notes that the MD&A in the 2005
Form 10-K contained disclosure of a $21.7 million
loss recorded in 2005 related to the construction and outfitting of
two Kazakstan rigs. An updated sensitivity analysis is proposed to be included in the 2006 MD&A.

Allowance for Doubtful Accounts. Allowance for doubtful accounts were 1.5% and 2.6%
of gross accounts receivable for 2005 and 2004, respectively. The decrease of the
allowance for bad debts as a percentage of accounts receivable of 1.1% is primarily due to
the 2005 Varco acquisition which resulted in the addition of approximately $385.3 million of
accounts receivable recorded at fair value, as disclosed in Note 3 to the Consolidated
Financial Statements. A 1% change in the allowance percent at December 31, 2005 would
result in an approximately $11.6 million change to the allowance
account. The Company does not believe any of these amounts is material to an understanding of
its accounts receivable valuation policies;
however, the Company proposes to include updated sensitivity disclosures in its 2006 MD&A.

Inventory Reserves. Inventory reserves were 4.5% and 6.0% of gross inventory for
2005 and 2004, respectively. The decrease of inventory reserves as a percentage of gross
inventory of 1.5% is primarily due to the 2005 Varco acquisition
which resulted in the
addition of approximately $377.1 million of inventory recorded at fair value, as disclosed
in Note 3 to the Consolidated Financial Statements. A 1% change in the allowance percent at
December 31, 2005 would result in an approximately $12.6 million change to the inventory
reserve account. The Company does not believe any of these amounts is material to an
understanding of its inventory allowance policies; however, the Company proposes to include
updated sensitivity disclosures in its 2006 MD&A.

Goodwill Impairment. The Company proposes to enhance the MD&A disclosures in its
2006 Form 10-K to state the events or circumstances which could indicate a potential
impairment of goodwill. This information is currently substantially discussed in Item 1A
Risk Factors of our 2005 Form 10-K. The Company had no impairment of goodwill for the years
ended December 31, 2005, 2004, and 2003.

Impairment of Long-Lived Assets (Excluding Goodwill). The Company performed a
sensitivity analysis on the potential asset impairments based on its 2005 financial
statements. A one year increase in estimated useful lives of property, plant and

    United States Securities and Exchange Commission

January 12, 2007 Page 5

equipment on a weighted average basis would result in a decrease of depreciation expense of
approximately $5.0 million. A one year decrease would result in an increase of depreciation
expense of approximately $7.0 million. A one year increase in estimated useful lives of
identified intangible assets on a weighted average basis would result in a decrease in
amortization expense of approximately $1.5 million. A one year decrease would cause an
increase of amortization expense of approximately $1.6 million. The Company does not
believe any of these sensitivities is material to an understanding of the impact of
potential asset impairments on overall financial results; however, the Company proposes to
include updated sensitivity disclosures in its 2006 MD&A.

Pensions and Other Postretirement Benefits. The Company performed a sensitivity
analysis on the impact of discount rate and rate of return changes on projected benefits
obligations based on its 2005 financial statements. A 0.5% decrease in discount rate would
increase projected benefit obligation by approximately $17.2 million. A 0.5% increase would
decrease projected benefit obligation by approximately $15.4 million. Pension expense would
increase/decrease by $1.3 million with a 0.5% decrease/increase in discount rate. A 1.0%
decrease/increase in the long term rate of return would increase/decrease pension expense
by approximately $1.3 million. The Company does not believe any
of these sensitivities is material to an understanding of the impact
of changes in rates on overall financial results; however, the
Company proposes to include updated sensitivity disclosures in its 2006 MD&A.

Supplemental Pro Form Comparison, page 40

    4.

    Please be advised that these disclosures are considered non-GAAP measures. As such, you must
provide all disclosures required by Item 10(e) of Regulation S-K. For each line item
presented, the disclosures should include a reconciliation to the most directly comparable
GAAP financial measure.

Response:

The Company strongly believes that this pro forma presentation is important to an
understanding of the impact of the Varco merger transaction on results of operations. While
certain pro forma data presented for these periods is required under GAAP, the Company
acknowledges that some of the pro forma information included in its MD&A may be considered
non-GAAP financial information. As a more effective means of providing this reconciliation
to investors, the Company proposes to file on a Form 8-K a supplemental reconciliation of
the pro forma items set forth in its 2005 Form 10-K and its 2006 Form 10-Q for the quarter
ended March 31, 2006 to reconcile the pro forma information with the historical financial
information of National-

    United States Securities and Exchange Commission

January 12, 2007 Page 6

Oilwell and Varco.
The proposed format for this reconciliation and revised
disclosure related to the 2005 Form 10-K is included as
Appendix A to this response letter. The first quarter 2006
Form 10-Q supplemental reconciliation information will also be
included in the Form 8-K in substantially the same format as
the year-end information included in Appendix A.

Consolidated Statements of Income, page 51

    5.

    You have presented stock based compensation as a separate line item. The expense related to
share based payment arrangements should be presented in the same lines or lines as cash
compensation paid to the same employees, as discussed in Staff Accounting Bulletin Topic 14F.
Please revise this presentation accordingly.

Response:

The Company acknowledges that Staff Accounting Bulletin Topic 14F states the Staff’s
belief that expenses for share-based payment arrangements should be included in the same
line item or items on the income statement as cash compensation paid to employees, which in
the case of the Company’s income statement would mean inclusion in selling, general and
administrative expenses. The Company respectfully submits that
because its stock-based compensation expense for 2005
constitutes less than 3.5% of aggregate selling, general and administrative expenses, the Company believes the amount and
separate line item is not material. The Company proposes to comply
with the Staff’s single line item view prospectively in the
income statement presented in Company’s 2006 Form 10-K for
all periods presented and
in subsequent reports.

Notes to Consolidated Financial Statements

Note 2 — Summary of Significant Accounting Policies

Intangible Assets, page 56

    6.

    You disclose total intangible assets by segment. Revise your footnote to provide all the
disclosures require by Statement of Financial Accounting Standards (SFAS) 142, paragraphs
44-45, with regard to intangible assets. For example, you are required to disclose amounts by
major intangible asset class subject to amortization, such as customer relationships,
trademarks, patents and so forth.

Response:

The Company respectfully submits that substantially all of the material information
required by paragraphs 44 and 45 of SFAS 142 is included in Note 2 to the Company’s
Consolidated Financial Statements or in Note 3 (with respect to the material portion of the
intangibles, which were acquired in the Varco acquisition), including a breakdown by major
intangible asset class of the various intangibles

    United States Securities and Exchange Commission

January 12, 2007 Page 7

subject to amortization, their useful lives and amortization methods. The Company
acknowledges that the identity of a particular asset class of intangibles to a specific
reportable segment, though not individually material, could be
clarified.
Accordingly, the Company proposes to clarify prospectively in the tabular presentation in
Note 2 the amortizable intangible assets attributable to each of its reporting segments in
the consolidated financial statements included in its 2006 Form 10-K and in subse

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 27, 2006

Mr. Clay C. Williams
Senior Vice President and Chief Financial Officer
National Oilwell Varco, Inc.
10000 Richmond Avenue
Houston, Texas 77042-4200

 Re: National Oilwell Varco, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 6, 2006
Forms 10-Q for Fiscal Quarters Ended March 31, 2006, June 30, 2006
and September 30, 2006
Filed May 9, 2006, August 4, 2006 and November 3, 2006
  File No. 1-12317

Dear Mr. Williams:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2005

Mr. Clay C. Williams
National Oilwell Varco, Inc.
December 27, 2006 page 2

Selected Financial Data, page 26

1. Revise your table of selected financial data to describe or cross reference any factors that materially affect the comparability of the information reflected in the selected financial data.  In this regard, we note that the Varco merger occurred in 2005.  Refer to Regulation S-X Item 301 and related instructions for guidance.

Management Discussion and Analysis of Fina ncial Condition and Results of Operations,
page 27

2. We note the amount of reported goodwill and intangible assets on your consolidated balance sheet and the associated risk factors on page 16.  Include in this section a discussion of these items necessary to understanding your financial condition and the related impairment testing.  Refer to Regulation S-K Item 303(a).

Critical Accounting Policies and Estimates, page 36

3. Please revise your disclosures to address the material implications of the uncertainties that are associated with the methods, assumptions and estimates underlying your critical accounting measurements.  Specifically, you should provide the following:

(a)  An analysis of the uncertainties involved in applying the principle and the variability that is reasonably likely to result from its application.

(b)  An analysis of how you arrived at the measure and how accurate the estimate or underlying assumptions have been in the past.

(c)  An analysis of your specific sensitivity to change based on outcomes that are reasonably likely to occur and have a material effect.

Please refer to FRC Section 501.14 for further guidance.

Supplemental Pro Forma Comparison, page 40

4. Please be advised that these disclosures are considered non-GAAP measures.  As such, you must provide all disclosures requi red by Item 10(e) of Regulation S-K.
For each line item presented, the disclosures should include a reconciliation to the most directly comparable GAAP financial measure.
Consolidated Statements of Income, page 51

Mr. Clay C. Williams
National Oilwell Varco, Inc.
December 27, 2006 page 3

5. You have presented stock based compensation as a separate line item.  The expense related to share based payment arrangements should be presented in the same lines or lines as cash compensation paid to the same employees, as discussed in Staff Accounting Bulletin Topic 14F.  Please revise this presentation accordingly.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies

Intangible Assets, page 56

6. You disclose total intangible assets by segment.  Revise your footnote to provide all the disclosures require by Statement of Financial Accounting Standards (SFAS) 142, paragraphs 44-45, with regard to intangible assets.  For example, you are required to disclose amounts by major intangible asset class subject to amortization, such as customer relationships, trademarks, patents and so forth.

Valuation and Qualifying Accounts, page 74

7. Provide a schedule of your inventory valuation allowance.

Form 10-Q for the Quarters ended March 31, June 30, and September 30, 2006

General

8. Please revise your disclosures, as appropriate, based on our comments above.

Exhibits

9. Include or incorporate by reference all the exhibits required by Regulation S-K Item 601 and related instructions.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. Clay C. Williams
National Oilwell Varco, Inc.
December 27, 2006 page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Gary Newberry at (202) 551-3761, or Sandra Eisen at (202)
551-3864, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								November 3, 2005

Mr. Clay C. Williams
Sr. Vice President and Chief Financial Officer
National Oilwell Varco, Inc.
19245 Tenth Avenue NE
Poulsbo, WA  98370

	Re:	National Oilwell, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 8, 2005
		File No. 001-12317

Dear Mr. Williams:

      We have reviewed your Form 10-K for the Fiscal Year Ended
December 31, 2004 and have the following comments.  We have
limited
our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

General

1. Please provide us with your analysis of the significance of
your
investment in your Lanzhou, China joint venture to support your
exclusion of its financial statements.  Refer to Rule 3-09 of
Regulation S-X for further guidance.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 14

Results of Operations, page 15

2. We note your disclosure on page 10 that approximately 44% of
your
revenues were derived from operations outside the United States.
To
the extent material, please enhance your discussion and analysis
to
address the impact of foreign currency exchange on your financial
results.

Year 2003 versus 2002, page 16

3. Please clarify your description of flow-through percentage to
explain what incremental revenues are.  Additionally, tell us how
you
considered Item 10(e) of Regulation S-K in determining whether
flow-
through percentage is a non-GAAP financial measure.

Disclosure Controls and Procedures, page 25

4. Please disclose whether your disclosure controls and procedures
were effective as of the end of the period.  Refer to Item 307 of
Regulation S-K for further guidance.

Notes to Consolidated Financial Statements, page 38

Note 1.  Summary of Significant Accounting Policies, page 38

Derivative Financial Instruments, page 38

5. We note on page 20 that you have entered into interest rate
swap
agreements to fix the interest rate for certain borrowings based
on a
spread over EURIBOR.  We further note on page 45 that you do not
have
any borrowings outstanding against your credit facilities.  Please
tell us how your interest rate swap agreements qualify for hedge
accounting.  Additionally, if you are able to support for us that
your
interest rate swap agreements are effective, then please tell us
why
you have accounted for this derivative instrument as a cash flow
hedge
instead of a fair value hedge.  Cite specific accounting
literature in
your response.

6. Please enhance your disclosure regarding your derivative
instruments by including, to the extent applicable and material,
the
disclosures set forth by paragraphs 44 and 45 of SFAS 133.

Revenue Recognition, page 41

7. We note that you derive revenue from (1) equipment rentals and
(2)
outsourcing and alliance arrangements to provide procurement,
inventory management and logistics support services.  Please
enhance
your revenue recognition policy footnote to address when and how
you
recognize revenue related to these two revenue streams.

Certifications, Exhibit 31.1 and 31.2
8. Please conform your Rule 13a-14(a)/15d-14(a) certifications to
that
found in Item 601(b)(31) of Regulation S-K.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  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 connection with responding to our comments, please
provide, in
writing, a 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.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Ryan Milne at (202) 551-3688, or Kimberly
Calder, Assistant Chief Accountant, at (202) 551-3701, if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
								Branch Chief

cc: 	Mr. Ryan Milne
	Ms. Kimberly Calder

Mr. Clay C. Williams
National Oilwell Varco, Inc.
November 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

James M. Prince jprince@velaw.com

Tel 713.758.3710 Fax 713.615.5962

November 18, 2005

VIA EDGAR, FEDERAL EXPRESS AND TELECOPY

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W., Mail Stop 7010

Washington, D.C. 20549

    Attention:

    Ryan Milne

    Re:

    National-Oilwell, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2004

    Filed March 8, 2005

    File No. 001-12317

Ladies and Gentlemen:

     On behalf of National Oilwell Varco, Inc. (the “Company”), this letter sets forth the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated November 3, 2005 (the “Comment Letter”)
with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the
“2004 Form 10-K”).

     For the reasons discussed below, the Company intends to amend its 2004 Form 10-K to address
the matters raised by comments 4 and 8. With respect to the other comments, for the reasons stated
in this response letter, the Company believes that any revised or supplemental disclosure would not
be material to the Company’s overall historical disclosure. Accordingly, as indicated in this
letter, the Company respectfully requests that the Staff permit the Company to address any of these
revised or supplemental disclosures in its Annual Report on Form 10-K for the year ended December
31, 2005 (the “2005 Form 10-K”), rather than amending or supplementing the disclosure in the 2004
Form 10-K.

     For your convenience, we have repeated in italics each comment of the Staff exactly as given
in the Comment Letter and set forth below each such comment is the Company’s response.

    Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai

    First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760

    Houston London Moscow New York Shanghai Tokyo Washington

    Tel 713.758.2222 Fax 713.758.2346 www.velaw.com

    United States Securities and Exchange Commission      November 18, 2005 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2004

General

    1.

    Please provide us with your analysis of the significance of your investment in your Lanzhou,
China joint venture to support your exclusion of its financial statements. Refer to Rule 3-09
of Regulation S-X for further guidance.

    Response: In response to the Staff’s comment, attached hereto as Exhibit A
is the Company’s analysis of the significance of its investment in its Lanzhou, China joint
venture, which the Company believes supports the Company’s conclusion that separate
financial statements of the joint venture are not required under Rule 3-09 of Regulation
S-X.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 14

Results of Operations, page 15

    2.

    We note your disclosure on page 10 that approximately 44% of your revenues were derived from
operations outside the United States. To the extent material, please enhance your discussion
and analysis to address the impact of foreign currency exchange on your financial results.

    Response: Overall, the weakening of the U.S. dollar and resultant foreign currency
exchange impact reduced the Company’s 2004 operating income by only approximately $4.9
million, or less than 3%, which the Company concluded was not material to either its
consolidated or segment operating results. The Company will continue to monitor the
impact of foreign currency exchange on its financial results, including present and future
trends. To the extent the impact becomes material, the Company will provide such enhanced
disclosure in its future filings.

Year 2003 versus 2002, page 16

    3.

    Please clarify your description of flow-through percentage to explain what incremental
revenues are. Additionally, tell us how you considered Item 10(e) of Regulation S-K in
determining whether flow-through percentage is a non-GAAP financial measure.

    Response: Company management uses flow-through percentage as a measure of
operating leverage. The percentage, or ratio, is derived directly from the Company’s
financial statements. Incremental means the actual period to period changes in revenues
and operating income. A flow-through percentage represents the percentage change, which is
calculated by dividing the incremental change in operating income

    United States Securities and Exchange Commission      November 18, 2005 Page 3

    over the incremental change in revenues. The Company has considered Item 10(e) of
Regulation S-K, specifically 10(e)(2)(ii), and has concluded that a flow-through percentage
is not a non-GAAP measure because it is a ratio derived from amounts determined in
accordance with GAAP. The Company will endeavor in future filings to clarify the
description of this ratio.

Disclosure Controls and Procedures, page 25

    4.

    Please disclose whether your disclosure controls and procedures were effective as of the end
of the period. Refer to Item 307 of Regulation S-K for further guidance.

    Response: Upon completion of the due diligence review of the Company’s chief
financial officer as discussed in greater detail below in comment 8, the Company intends to
disclose in an amendment to the 2004 Form 10-K whether its controls and procedures were
effective as of the end of the period covered by the 2004 Form 10-K. The Company will
ensure that its revised disclosure complies with Item 307 of Regulation S-K.

Notes to Consolidated Financial Statements, page 38

Note 1. Summary of Significant Accounting Policies, page 38

Derivative Financial Instruments, page 38

    5.

    We note on page 20 that you have entered into interest rate swap agreements to fix the
interest rate for certain borrowings based on a spread over EURIBOR. We further note on page
45 that you do not have any borrowings outstanding against your credit facilities. Please
tell us how your interest rate swap agreements qualify for hedge accounting. Additionally, if
you are able to support for us that your interest rate swap agreements are effective, then
please tell us why you have accounted for this derivative instrument as a cash flow hedge
instead of a fair value hedge. Cite specific accounting literature in your response.

    Response: The Company had no interest rate swap agreements as of December 31,
2004. To the extent appropriate, the Company will ensure its future disclosures do not
imply that it has entered into an interest rate swap agreement.

    6.

    Please enhance your disclosure regarding your derivative instruments by including, to the
extent applicable and material, the disclosures set forth by paragraphs 44 and 45 of SFAS 133.

    Response: The Company has reviewed its disclosures regarding derivative
instruments and believes those disclosures include the required qualitative disclosures set
forth in paragraph 44 of SFAS 133, including the Company’s objectives for

    United States Securities and Exchange Commission      November 18, 2005 Page 4

    holding the instruments, the strategies for achieving those objectives and a description of
the transactions for which risks are hedged. The Company has not included the quantitative
disclosures set forth in paragraph 45 of SFAS 133 as such amounts were not material as of
and for the period ended December 31, 2004. The Company will include the required
quantitative disclosures in future filings to the extent such amounts become material.

Revenue Recognition, page 41

    7.

    We note that you derive revenue from (1) equipment rentals and (2) outsourcing and alliance
arrangements to provide procurement, inventory management and logistics support services.
Please enhance your revenue recognition policy footnote to address when and how you recognize
revenue related to these two revenue streams.

    Response: The Company’s revenue from equipment rentals and outsourcing/alliance
arrangements is recognized on purchase orders or contracts when product delivery has
occurred or services have been rendered, pricing is fixed and determinable, and collection
is reasonably assured. The Company recognized revenue of $99 million and $8 million in
2004 related to equipment rentals and outsourcing/alliance arrangements, respectively. The
Company did not specifically disclose its policy related to these revenue streams as it
concluded such amounts were not material. To the extent the revenue streams become
material, the Company will provide enhanced disclosure in its future filings.

Certifications, Exhibit 31.1 and 31.2

    8.

    Please conform your Rule 13a-14(a)/15d-14(a) certifications to that found in Item 601(b)(31)
of Regulation S-K.

    Response: Upon completion of the due diligence review of the Company’s chief
financial officer as discussed in greater detail below, the Company intends to file revised
Rule 13a-14(a)/15d-14(a) certifications as exhibits to an amendment to the 2004 Form 10-K.

    In connection with the proposed filing of an amendment to the 2004 Form 10-K, we note that
the 2004 Form 10-K was filed prior to the consummation of the merger of National-Oilwell,
Inc. and Varco International, Inc. The Company’s current chief financial officer, the
former chief financial officer of Varco, was appointed to his current office upon
consummation of the merger and was not involved in the preparation of the 2004 Form 10-K.
In addition, the Company has a new corporate controller and chief accounting officer, who was formerly Varco’s controller
and was also not involved in the preparation of the 2004 Form 10-K. Accordingly, in order to file the proposed amendment, including the revised Item 9A
disclosure and the required Rule 13a-14(a)/15d-14(a) certifications, the Company’s chief
financial officer is currently engaged in an extensive due diligence review of the
Company’s disclosure

    United States Securities and
Exchange Commission    November 18, 2005 Page 5

    procedures and controls as they existed for the period covered by the 2004 Form 10-K. That
review also requires discussions with various employees and directors who were involved in
the preparation and review of the 2004 Form 10-K. Assuming the successful completion of
his review, the Company intends to file an amendment to the 2004 Form 10-K as described
above.

          In connection with responding to the Staff’s comments, we acknowledge that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the filing, and (ii) the 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. We also acknowledge the Staff’s position that
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.

          If you have any questions or comments concerning these responses, please call the undersigned
at (713) 758-3710 or, in his absence, Gillian Hobson at (713) 758-3747.

    Sincerely,

VINSON & ELKINS L.L.P.

    By:
    /s/ JAMES M. PRINCE

    James M. Prince

    cc:

    Clay C. Williams

    Dwight W. Rettig

    Raymond Chang

    United States Securities and
Exchange Commission    November 18, 2005 Page 6

EXHIBIT A

Significant Subsidiary Test of Joint Venture in Lanzhou, China

All amounts are as of December 31, 2004 or for the year ended December 31, 2004

(in thousands)

    (1) Investment:

    Investment in Lanzhou

    $
    15,133

    Receivable from Lanzhou

    1,843

    Investment in Lanzhou

    $
    16,976

    Consolidated assets

    $
    2,598,700

    0.7
    %

    (2) Total assets:

    Total assets of Lanzhou

    $
    60,696

    Consolidated assets

    $
    2,598,700

    2.3
    %

    (3) Income:

    Income before taxes and minority interest — Lanzhou

    $
    5,645

    Minority interest in Lanzhou

    (2,064
    )

    Equity in Lanzhou’s income

    $
    3,581

    Consolidated income before taxes and minority interest

    $
    131,457

    2.7
    %