Bond National Oilwell Varco International 3.6% ( US637071AM31 ) in USD

Issuer National Oilwell Varco International
Market price refresh price now   93.4544 %  ▲ 
Country  United States
ISIN code  US637071AM31 ( in USD )
Interest rate 3.6% per year ( payment 2 times a year)
Maturity 01/12/2029



Prospectus brochure of the bond National Oilwell Varco I US637071AM31 en USD 3.6%, maturity 01/12/2029


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 637071AM3
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 01/06/2026 ( In 114 days )
Detailed description National Oilwell Varco (NOV) is a leading provider of equipment and components for oil and gas drilling and production, offering a wide range of technologies and services to the global energy industry.

The Bond issued by National Oilwell Varco International ( United States ) , in USD, with the ISIN code US637071AM31, pays a coupon of 3.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2029

The Bond issued by National Oilwell Varco International ( United States ) , in USD, with the ISIN code US637071AM31, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by National Oilwell Varco International ( United States ) , in USD, with the ISIN code US637071AM31, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B5
424B5 1 d813821d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-234373


Proposed
Amount
Maximum
Maximum
Amount of
Title of Securities to be Registered

to be Registered

Offering Price

Offering Price

Registration Fee
3.600% Senior Notes due 2029

$500,000,000

99.265%

$496,325,000

$64,422.99(1)


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This "Calculation of Registration Fee" table shall be
deemed to update the "Calculation of Registration Fee" table in the registrant's Registration Statement on Form S-3 (File No. 333-234373).
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 30, 2019)
$500,000,000

NATIONAL OILWELL VARCO, INC.
3.600% SENIOR NOTES DUE 2029


National Oilwell Varco, Inc. is offering $500,000,000 aggregate principal amount of 3.600% senior notes due 2029 (the "notes"). The notes will mature
on December 1, 2029.
The notes will bear interest at the rate of 3.600% per year. We will pay interest on the notes on June 1 and December 1 of each year, beginning on June 1,
2020.
We may redeem some or all of the notes at any time at the applicable redemption prices described in this prospectus supplement under the caption
"Description of Notes -- Optional Redemption".
The notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our existing and future unsubordinated debt. The
notes will be effectively subordinated to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness, unless the
notes become equally and ratably secured by those assets. The notes will also be structurally subordinated to all existing and future indebtedness and other
liabilities of our subsidiaries.
The notes will be issued only in registered book-entry form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes are a
new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement.

Per


Note

Total

Public offering price(1)

99.265%
$496,325,000
Underwriting discount

0.650%
$
3,250,000
Proceeds, before expenses, to National Oilwell Varco, Inc.

98.615%
$493,075,000

(1)
Plus accrued interest from November 14, 2019 if settlement occurs after that date.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5
these securities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
We expect delivery of the notes will be made to investors on or about November 14, 2019 in book-entry form through The Depository Trust Company for
the account of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme.


Joint Book-Running Managers

Barclays

J.P. Morgan
Wells Fargo Securities
ABN AMRO

Citigroup

DNB Markets
HSBC
Scotiabank

SEB

Standard Chartered Bank

UniCredit Capital Markets
Co-Managers

BNP PARIBAS

Fifth Third Securities
The date of this prospectus supplement is November 4, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
WHERE YOU CAN FIND MORE INFORMATION
S-i
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-ii
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-4
USE OF PROCEEDS
S-7
CAPITALIZATION
S-8
DESCRIPTION OF NOTES
S-9
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-23
UNDERWRITING
S-29
LEGAL MATTERS
S-34
EXPERTS
S-34
Prospectus

ABOUT THIS PROSPECTUS

1
NATIONAL OILWELL VARCO, INC.

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

3
USE OF PROCEEDS

4
DESCRIPTION OF THE DEBT SECURITIES

4
PLAN OF DISTRIBUTION

4
LEGAL MATTERS

4
EXPERTS

4
We have not, and the underwriters have not, authorized any person to provide you with any information or represent anything about us other
than what is contained in this prospectus, any prospectus supplement and any related free writing prospectus. We and the underwriters take no
responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you.
This prospectus does not constitute an offer to sell any securities other than the securities offered hereunder. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or to any person to whom it is unlawful to
make such an offer.
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5
You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus, any related free writing
prospectus or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since those respective dates.
Wells Fargo Bank, National Association, in each of its capacities referenced herein, including but not limited to trustee, securities registrar and
paying agent, has not participated in the preparation of this prospectus supplement and assumes no responsibility for its content.
It is expected that delivery of the notes will be made against payment therefor on or about November 14, 2019, which is the seventh business day
following the date of pricing of the notes (this settlement cycle being referred to as "T+7"). Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that
the notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should
consult their own advisors.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering, the notes and matters relating to
us. The second part, the accompanying prospectus dated October 30, 2019, gives more general information, some of which does not apply to this offering.
Please carefully read this prospectus supplement, the accompanying prospectus and any related free writing prospectus issued by us, in addition to the
information contained in the documents we refer to under the headings "Where You Can Find More Information" and "Incorporation of Certain
Information by Reference".
If the description of this offering and the notes varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
References in this prospectus supplement and the accompanying prospectus to "National Oilwell Varco", "NOV", the "Company", "we", "us" and "our"
refer to National Oilwell Varco, Inc. and its subsidiaries, unless the context otherwise requires.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports and other information with the Securities and Exchange Commission (the "SEC"). The registration statement, the reports and other
information we file with the SEC may be accessed electronically through the SEC's website at http://www.sec.gov.
You may also access these materials through our website at http://www.nov.com. The contents of our website are not part of this prospectus supplement,
and the reference to our website does not constitute incorporation by reference into this prospectus supplement or the accompanying prospectus of the
information contained at that site.
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SEC to register the
securities offered hereby under the Securities Act of 1933, as amended (the "Securities Act"). This prospectus supplement and the accompanying
prospectus do not contain all of the information included in the registration statement, including the exhibits to the registration statement. You may obtain
the registration statement and the exhibits to the registration statement in any manner noted above.

S-i
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement and accompanying prospectus certain information we have filed with the
SEC, which means that we can disclose important information to you without including the specific information in this prospectus supplement and
accompanying prospectus by referring you to those documents. The information incorporated by reference is an important part of this prospectus
supplement and accompanying prospectus and information that we file later with the SEC will automatically update and supersede this information. We
incorporate by reference into this prospectus supplement the documents listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the offer and sale of the notes under this prospectus
supplement is completed, in each case other than information furnished to the SEC which is not deemed filed under the Exchange Act:

https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5

·
our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 14, 2019;

·
the information included in our definitive proxy statement on Schedule 14A filed on April 15, 2019, to the extent incorporated by reference

in Part III of our Annual Report on Form 10-K for the year ended December 31, 2018;

·
our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on April 26, 2019, for the quarter ended June

30, 2019, filed with the SEC on July 31, 2019, and for the quarter ended September 30, 2019, filed with the SEC on October 30, 2019; and


·
our Current Reports on Form 8-K filed with the SEC on May 29, 2019 and November 4, 2019.
You may request a copy of these filings, any amendments and exhibits thereto at no cost, by writing or telephoning us at the following address:
7909 Parkwood Circle Drive
Houston, Texas 77036-6565
(713) 346-7500
Attention: Corporate Secretary

S-ii
Table of Contents
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference contain "forward-looking statements" and
information intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All such statements
other than statements of historical fact contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Words such as "anticipate", "project", "expect", "plan", "goal", "forecast", "intend", "could", "believe", "may", and
similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. However,
the absence of these words does not mean that the statements are not forward-looking.
Forward-looking statements reflect our beliefs and expectations based on information currently available to us. While we believe these expectations, and
the assumptions upon which they are based, are reasonable, these statements are subject to numerous risks and uncertainties, and there can be no assurance
that future developments affecting us will be those that we anticipate, that they will occur or what impact they will have on our operations or financial
condition. Future results and performance may differ materially from those expressed in the forward-looking statements. You should also consider
carefully the statements under "Risk Factors", as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, and those
statements discussed in the "Risk Factors" section of this prospectus supplement which address additional factors that could cause our actual results to
differ from those set forth in the forward-looking statements.
Forward-looking statements speak only as of the date they were made. Except as required by the federal securities laws, we do not undertake any
obligation to update these forward-looking statements after the date of this prospectus. You should not place undue reliance on any forward-looking
statements when making an investment decision.

S-iii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying
prospectus. This summary does not contain all of the information that you should consider before investing in the notes offered hereby. You should
read carefully this entire prospectus supplement, the accompanying prospectus, the documents incorporated by reference and any related free writing
prospectus prepared by us or on behalf of us, including the "Risk Factors" and "Cautionary Notice Regarding Forward-Looking Statements"
sections of this prospectus supplement, as well as the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31,
2018 (our "2018 Annual Report"), which is incorporated by reference herein, before making an investment decision.
Overview
National Oilwell Varco is a leading independent provider in the design, manufacture and sale of equipment and components used in oil and gas
drilling, completion and production operations, and the provision of oilfield services to the upstream oil and gas industry. The Company conducts
operations in approximately 65 countries. The Company operates through three reporting segments: Wellbore Technologies, Completion &
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5
Production Solutions, and Rig Technologies.
We are a Delaware corporation incorporated in 1995. Our principal executive offices are located at 7909 Parkwood Circle Drive, Houston, Texas
77036, our telephone number is (713) 346-7500, and our website address is http://www.nov.com. The Company's common stock is traded on the New
York Stock Exchange under the symbol "NOV". The contents of our website are not part of this prospectus, and the reference to our website does not
constitute incorporation by reference into this prospectus of the information contained at that site.
Recent Developments
Amendment of Credit Agreement
On October 30, 2019, the Company entered into an Amendment to the 5-Year Credit Agreement among the Company, Wells Fargo Bank, National
Association, and the lenders party thereto (the "Amendment"). The Amendment amends the 5-Year Credit Agreement dated as of June 27, 2017 by
and among the Company, as borrower, Wells Fargo Bank, National Association, as Administrative Agent and the lenders party thereto (the "Credit
Agreement") to, among other things, (i) extend the maturity date of the revolving credit facility from June 27, 2022 to October 30, 2024, (ii) decrease
the revolving credit facility from $3 billion (with a $1 billion accordion) to $2 billion (with a $1 billion accordion), (iii) reduce the letter of credit
sublimit from $1 billion to $750 million, (iv) permit the Company to elect to have Fitch ratings included in the pricing grid, and (v) make certain other
changes to the Credit Agreement, including, without limitation, updating to LIBOR replacement language and sanctions, anti-terrorism, anti-
corruption and anti-money laundering law provisions consistent with the Administrative Agent's internal policies and adding provisions as to
qualified financial contracts, division/plan of division and beneficial ownership.

S-1
Table of Contents
The Offering

Issuer
National Oilwell Varco, Inc.

Securities Offered
$500,000,000 aggregate principal amount of 3.600% Senior Notes due 2029.

Maturity Date
December 1, 2029.

Interest Rate
3.600% per annum.

Interest Payment Dates
June 1 and December 1 of each year, beginning on June 1, 2020.

Ranking
The notes will:


· be our senior unsecured obligations;

· rank equally in right of payment with all our other existing and future
unsubordinated debt, including our 2.600% Notes due December 2022 (the "2022

notes"), our 3.950% Notes due December 2042 and any other series of debt
securities issued under the indenture relating to the notes;

· effectively rank junior to (i) any of our secured debt, to the extent of the value of the

collateral securing that debt, and (ii) all existing and future indebtedness and other
liabilities of our subsidiaries; and


· rank senior in right of payment to all of our future subordinated debt.

As of September 30, 2019, we had approximately $2.5 billion of consolidated indebtedness
outstanding, none of which was secured. As of September 30, 2019, our subsidiaries had

approximately $3.4 billion of outstanding indebtedness, consisting primarily of capital leases,
and approximately $3.1 billion of other liabilities, including trade payables, accrued
compensation and income taxes payable.


The indenture does not limit the amount of unsecured debt that we may incur.
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5

Optional Redemption
At any time prior to September 1, 2029 (the date that is three months prior to the maturity
date of the notes), we may redeem some or all of the notes at the redemption price equal to
100% of the principal amount of the notes redeemed plus a make-whole premium, which is
described in this prospectus supplement.

At any time on or after September 1, 2029 (the date that is three months prior to the maturity

date of the notes), we may redeem some or all of the notes at the redemption price equal to
100% of the principal amount of the notes redeemed.

S-2
Table of Contents
In each case, we also will pay accrued and unpaid interest, if any, to, but excluding, the

redemption date.

For a more complete description of the optional redemption provisions of the notes, please

read "Description of Notes -- Optional Redemption".

Certain Covenants
The covenants in the indenture relating to the notes include limitations on, among other
things, our ability to incur or place liens on our principal assets and those of our subsidiaries
without securing the notes equally and ratably with the other indebtedness secured by such
liens and to engage in certain sale-leaseback transactions, in each case subject to exceptions.
The indenture also includes requirements that must be met if we consolidate or merge with,
or sell, convey, transfer or lease all or substantially all of our assets to, another entity. See
"Description of Notes -- Certain Covenants".

Use of Proceeds
We estimate that the aggregate net proceeds from the sale of the notes will be approximately
$491 million after deducting the underwriting discount and estimated offering expenses that
are payable by us. We intend to use the net proceeds from the sale of the notes to redeem a
portion of the 2022 notes. See "Use of Proceeds" in this prospectus supplement.

Risk Factors
Investing in the notes involves risks. You should carefully consider the information
discussed under the headings "Risk Factors" and "Cautionary Notice Regarding Forward-
Looking Statements" in this prospectus supplement in addition to the risks discussed under
the heading "Risk Factors" in our 2018 Annual Report and all other information included in
this prospectus supplement and the accompanying prospectus and the documents incorporated
by reference herein before investing in the notes.

Book-Entry, Delivery and Form
The notes will be represented by one or more permanent global certificates in fully registered
form deposited with a custodian for, and registered in the name of, a nominee of The
Depository Trust Company.

Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the laws
of the State of New York.

Trustee
Wells Fargo Bank, National Association

S-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5
RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risk factors described below and incorporated by reference into this prospectus
supplement, including the risk factors identified in Part I, Item 1A "Risk Factors" of our 2018 Annual Report, in addition to the other information
included or incorporated by reference into this prospectus supplement and the accompanying prospectus before making an investment in the notes.
Realization of any of these or the following risks, or adverse results from any factors listed under "Cautionary Notice Regarding Forward-Looking
Statements", could materially and adversely affect our business, financial condition, cash flows or results of operations. In that case, the trading price of
the notes could decline, and you could lose all or part of your investment.
Risks Relating to the Notes
Our financial condition is dependent on the earnings of our subsidiaries.
We are a holding company and our assets consist primarily of direct and indirect ownership interests in, and our business is conducted substantially
through, our subsidiaries. We rely primarily on dividends or other distributions from our subsidiaries to meet our obligations for payment of principal and
interest on our outstanding debt obligations and corporate expenses. Consequently, our ability to repay our debt, including the notes, depends on the
earnings of our subsidiaries, as well as our ability to receive funds from our subsidiaries through dividends or other payments or distributions. The ability
of our subsidiaries to pay dividends, repay intercompany debt or make other advances to us is subject to restrictions imposed by applicable laws (including
bankruptcy laws), tax considerations and the terms of agreements governing our subsidiaries. Our foreign subsidiaries in particular may be subject to
currency controls, repatriation restrictions, withholding obligations on payments to us, and other limits. If we do not receive such funds from our
subsidiaries, we may be unable to pay interest or principal on the notes when due.
The notes will be effectively junior to all secured indebtedness unless they are entitled to be equally and ratably secured.
The notes are our senior unsecured obligations and rank equally with all our other unsecured indebtedness. The notes also will be effectively subordinated
to any secured debt we may incur in the future to the extent of the value of the assets securing such debt. Although the indenture with respect to the notes
places some limits on our ability to incur secured debt, if we default on the notes, become bankrupt, liquidate or reorganize, any secured creditors could use
our assets securing their debt to satisfy their secured debt before you would receive any payment on the notes. If the value of the collateral is not sufficient
to pay any secured debt in full, our secured creditors would share the value of our other assets, if any, with you and the holders of other claims against us
that rank equally with the notes. As of September 30, 2019, we had approximately $2.5 billion of consolidated indebtedness outstanding, none of which
was secured.
Because we are a holding company, the notes are structurally subordinated to all of the indebtedness of our subsidiaries.
The notes are our general unsecured obligations and are not guaranteed by any of our subsidiaries. We are a legal entity separate and distinct from our
subsidiaries, and holders of the notes will be able to look only to us for payments on the notes. In addition, because we are a holding company, our right to
participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise, and the ability of holders of the notes to benefit
indirectly from that kind of distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that we are recognized as a creditor
of that subsidiary. All obligations of our subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for
distribution, upon a liquidation or otherwise, to us. Excluding intercompany liabilities, as of September 30, 2019, our subsidiaries had approximately
$3.4 billion of indebtedness, consisting primarily of capital leases, and

S-4
Table of Contents
approximately $3.1 billion of other liabilities, which includes trade payables, accrued compensation and income taxes payable. We also have joint ventures
and subsidiaries in which we own less than 100% of the equity so that, in addition to the structurally senior claims of creditors of those entities, the equity
interests of our joint venture partners or other shareholders in any dividend or other distribution made by these entities would need to be satisfied on a
proportionate basis with us. These joint ventures and less than wholly owned subsidiaries may also be subject to restrictions on their ability to distribute
cash to us in their financing or other agreements and, as a result, we may not be able to access their cash flow to service our debt obligations, including in
respect of the notes. Accordingly, the notes are structurally subordinated to all existing and future liabilities of our subsidiaries and all liabilities of any of
our future subsidiaries.
The notes do not restrict our ability to incur additional unsecured debt or to take other actions that could negatively impact holders of the notes.
Neither we nor our subsidiaries are restricted under the terms of the notes from incurring additional unsecured debt.
If we incur any additional indebtedness that ranks equally with the notes, including trade payables, the holders of that indebtedness will be entitled to share
ratably with noteholders in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us.
This may have the effect of reducing the amount of proceeds paid to noteholders in connection with such a distribution.
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5
Any increase in our level of indebtedness will have several important effects on our future operations, including, without limitation:


·
we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

·
increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry

conditions, as well as to competitive pressure; and

·
depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures,

general corporate and other purposes may be limited.
In addition, the limited covenants applicable to the notes do not require us or our subsidiaries to achieve or maintain any minimum financial results relating
to our financial position or results of operations. Further, the indenture does not contain provisions that would afford holders of the notes protection in the
event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction. Our ability and the
ability of our subsidiaries to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the notes could
adversely affect our capital structure or credit rating or have the effect of diminishing our ability to make payments on the notes when due. In addition,
neither we nor our subsidiaries are restricted by the terms of the notes from repurchasing common stock or any subordinated indebtedness that we may
incur in the future.
There is no established trading market for the notes and you may not be able to sell the notes.
The notes are a new issue of securities with no established trading market. Although the underwriters may make a market in the notes, they are not
obligated to do so and any of their market making activities may be terminated or limited at any time. We do not intend to apply for listing of the notes on
any securities exchange or for quotation on any automated dealer quotation system. Accordingly, we cannot assure you as to the liquidity of any market
that may develop for the notes, the ability of holders of the notes to sell their notes or the prices at which their notes could be sold. The liquidity of any
market for the notes will depend on the number of holders of those notes, the interest of securities dealers in making a market in those notes and other
factors. Further, if markets

S-5
Table of Contents
were to develop, the market prices for the notes may be adversely affected by the terms, amount outstanding and time to maturity of the notes, changes in
our financial performance, a decline in our creditworthiness, changes in the overall market for similar securities and performance or prospects for
companies in our industry.
Our credit ratings may not reflect all risks of your investment in the notes.
The credit ratings assigned to the notes are limited in scope and do not address all material risks relating to an investment in the notes, but rather reflect
only the view of each rating agency at the time the rating is issued. There can be no assurance that such credit ratings will remain in effect for any given
period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies, if, in such rating agency's judgment,
circumstances so warrant. Agency credit ratings are not a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated
independently of any other agency's rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings
are under review for a downgrade, could affect the market value of the notes and increase our corporate borrowing costs. Neither we, the trustee nor any
underwriter undertakes any obligation to maintain the ratings or to advise holders of notes of any change in ratings.

S-6
Table of Contents
USE OF PROCEEDS
We estimate that the aggregate net proceeds from the sale of the notes will be approximately $491 million after deducting the underwriting discount and
estimated offering expenses that are payable by us. We intend to use the net proceeds from the sale of the notes, along with cash on hand or revolving credit
facility borrowings, to redeem $1 billion of the 2022 notes. After the redemption, $395 million of the 2022 notes will remain outstanding.

S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5
CAPITALIZATION
The following table sets forth our unaudited consolidated cash and cash equivalents and our unaudited consolidated capitalization as of September 30,
2019 (i) on a historical basis and (ii) as adjusted to give effect to this offering and the application of the estimated net proceeds of this offering in the
manner described under "Use of Proceeds" in this prospectus supplement. In addition to the section captioned "Use of Proceeds", you should read the data
set forth in the table below in conjunction with our financial statements and the accompanying notes and our "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 incorporated by reference
into this prospectus supplement. See "Where You Can Find More Information" and "Incorporation of Certain Information by Reference".



As of September 30, 2019



Historical
As Adjusted


(In millions of dollars)

Cash and equivalents

$ 1,313
$
804(a)








Long-term debt:


2.600% Senior Notes due 2022

$ 1,395
$
395
3.950% Senior Notes due 2042


1,089

1,089
3.600% Senior Notes due 2029 offered hereby


--

500
Revolving credit facility


--

-- (a)








Total long-term debt


2,484

1,984








Stockholders' equity:


Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 385,850,007 shares issued and
outstanding at September 30, 2019


4

4
Additional paid-in capital


8,483

8,483
Accumulated other comprehensive loss

(1,524)

(1,524)
Retained earnings


1,094

1,094








Total Company stockholders' equity


8,057

8,057
Noncontrolling interests


72

72








Total stockholders' equity


8,129

8,129








Total capitalization

$ 10,613
$
10,113









(a)
The as adjusted column reflects redemption of $1 billion aggregate principal amount of the 2022 notes using a combination of the net proceeds from
the sale of the notes offered hereby plus approximately $509 million of cash on hand. We may instead borrow all or part of such approximately
$509 million cash portion under our revolving credit facility.

S-8
Table of Contents
DESCRIPTION OF NOTES
We will issue the notes under the Indenture, dated as of November 20, 2012 (which we refer to as the "base indenture"), by and between National Oilwell
Varco and Wells Fargo Bank, National Association (as successor trustee to U.S. Bank National Association), as trustee (which we refer to as the
"trustee"), as amended and supplemented pursuant to a supplemental indenture applicable to the notes. We refer to the base indenture, as amended and
supplemented pursuant to the supplemental indenture applicable to the notes offered hereby, as the "indenture". The terms of the notes include those
stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). We
urge you to read the indenture because it, not the summaries below, defines your rights. We have filed the base indenture as an exhibit to the registration
statement of which this prospectus supplement and the accompanying prospectus are a part.
The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.
General
The notes will:


·
be our senior unsecured obligations;

·
rank equally in right of payment with all our other existing and future unsubordinated debt, including any other series of debt securities

issued under the indenture relating to the notes;

·
effectively rank junior to (i) any of our secured debt, to the extent of the value of the collateral securing that debt, and (ii) all existing and

future indebtedness and other liabilities of our subsidiaries; and

https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


424B5

·
rank senior in right of payment to all of our future subordinated debt.
Subject to the exceptions, and subject to compliance with the applicable requirements set forth in the base indenture, we may discharge our
obligation under the indenture with respect to the notes as described under "-- Optional Redemption" and "-- Defeasance and Discharge", below.
Principal, Maturity and Interest
Initially, we will issue the notes in an aggregate principal amount of $500,000,000. The notes will be in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The notes will mature on December 1, 2029. We may issue additional notes from time to time, without the
consent of the holders of the notes, in compliance with the terms of the indenture.
Interest on the notes will:


·
accrue at the rate of 3.600% per annum;


·
accrue from the date of issuance or the most recent interest payment date;


·
be payable in cash semi-annually in arrears on each June 1 and December 1, beginning on June 1, 2020;


·
be payable to the holders of record on May 15 and November 15 immediately preceding the related interest payment dates;


·
be computed on the basis of a 360-day year comprised of twelve 30-day months; and


·
be payable, to the extent lawful, on overdue interest to the extent permitted by law at the same rate as interest is payable on principal.

S-9
Table of Contents
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next business
day with the same force and effect as if made on the relevant interest payment date, maturity date or redemption date. Unless we default on a payment, no
interest will accrue for the period from and after the applicable interest payment date, maturity date or redemption date.
Payment and Transfer
Initially, the notes will be issued only in global form. Beneficial interests in notes in global form will be shown on, and transfers of interests in notes
in global form will be made only through, records maintained by The Depository Trust Company ("DTC") and its participants. Notes in definitive form, if
any, may be presented for registration, exchange or transfer at the office or agency maintained by us for such purpose (which initially will be the corporate
trust office of the trustee located at 333 S. Grand Avenue, 5th Floor, Los Angeles, California 90071).
Payment of principal of, premium, if any, and interest on notes in global form registered in the name of DTC's nominee will be made in immediately
available funds to DTC's nominee, as the registered holder of such global notes. If any of the notes is no longer represented by a global note, payment of
interest on the notes in definitive form may, at our option, be made through our paying agent or by check mailed directly to holders at their respective
registered addresses or by wire transfer to an account designated by a holder.
No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any
transfer tax or other similar governmental charge payable upon transfer or exchange of notes. We are not required to transfer or exchange any note selected
for redemption or any other note for a period of 15 days before any mailing of notice of notes to be redeemed.
The registered holder of a note will be treated as the owner of it for all purposes.
Optional Redemption
The notes will be redeemable at our option, in whole or in part, at any time and from time to time prior to the Call Date, in principal amounts of
$2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the greater of:


·
100% of the principal amount of the notes being redeemed; and

·
the sum of the present values of the remaining scheduled payments of principal and interest in respect of the notes being redeemed (exclusive

of interest accrued to the date of redemption) through the Call Date discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the sum of the Treasury Rate (as defined below) plus 30 basis points;
plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
https://www.sec.gov/Archives/edgar/data/1021860/000119312519285496/d813821d424b5.htm[11/6/2019 12:22:59 PM]


Document Outline