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FORM 11-K
     
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
     
þ   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required, effective October 7, 1996)
For the fiscal year ended December 31, 2010
Or
     
o   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(No fee required)
For the transition period from                 to                
Commission file number 1-12317
     A. Full title of the plan and the address of the plan, if different from that of the issuer named below
National Oilwell Varco, Inc.
401(k) and Retirement Savings Plan
     B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office
National Oilwell Varco, Inc.
7909 Parkwood Circle Dr.
Houston, Texas 77036
 
 

 


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REQUIRED INFORMATION
The National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (the Plan) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Item 4. In lieu of the requirements of Items 1, 2, and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and the Report of Independent Registered Public Accounting Firm thereon are being filed in this Report:
  (a)   Report of Independent Registered Public Accounting Firm
 
  (b)   Statements of Net Assets Available for Benefits — December 31, 2010 and 2009
 
  (c)   Statement of Changes in Net Assets Available for Benefits — Year ended December 31, 2010; and
 
  (d)   Notes to Financial Statements
The Consent of Independent Registered Public Accounting Firm to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-46459) pertaining to the Plan is being filed as Exhibit 23.1 to this Report.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Financial Statements and Supplemental Schedules
December 31, 2010 and 2009, and Year Ended December 31, 2010
Contents
         
    4  
 
       
Financial Statements
       
 
       
    5  
    6  
    7  
 
       
Supplemental Schedules
       
 
       
    21  
    22  
 EX-23.1

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Report of Independent Registered Public Accounting Firm
The Benefit Plan Administrative Committee
National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the changes in its net assets available for benefits for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2010, and delinquent participant contributions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Houston, Texas
June 24, 2011

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31,
    2010   2009
     
Assets
               
Cash
  $ 10,375     $  
Receivables:
               
Employer contributions
    26,606       26,272  
Participant contributions
    24,227       20,328  
Notes receivable from participants
    31,511,334       27,072,927  
Sales not yet settled
          497,576  
Accrued income
          3,191  
     
Total receivables
    31,562,167       27,620,294  
Investments, at fair value
    817,739,199       653,370,354  
     
Total assets
    849,311,741       680,990,648  
 
               
Liabilities
               
Purchases not yet settled
          177,954  
Administrative fees payable
    130,902       114,506  
     
Total liabilities
    130,902       292,460  
     
Net assets reflecting investments at fair value
    849,180,839       680,698,188  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (9,411,211 )     (5,966,879 )
     
Net assets available for benefits
  $ 839,769,628     $ 674,731,309  
     
See accompanying notes.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2010
         
Additions:
       
Employer contributions
  $ 48,926,036  
Participant contributions
    45,998,340  
Participant rollovers
    5,229,196  
Investment income
    16,687,970  
Interest income on notes receivable from participants
    1,534,425  
Net appreciation in fair value of investments
    101,092,830  
 
     
Total additions
    219,468,797  
 
       
Deductions:
       
Benefits paid to participants
    53,331,223  
Corrective distributions
    15,796  
Administrative expenses
    1,083,459  
 
     
Total deductions
    54,430,478  
 
     
 
       
Net increase
    165,038,319  
 
       
Net assets available for benefits at:
       
Beginning of year
    674,731,309  
 
     
End of year
  $ 839,769,628  
 
     
See accompanying notes.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements
December 31, 2010
1. Description of Plan
The following description of the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan (the Plan) is provided for general information only. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions, a copy of which is available from National Oilwell Varco, L.P. (the Company). The Company is a wholly owned subsidiary of National Oilwell Varco, Inc.
General
The Plan was established effective April 1, 1987 for the benefit of the employees of the Company. The Plan is a defined contribution plan covering substantially all domestic employees who have completed one hour of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Contributions
Participants may make both pretax and after-tax contributions to the Plan. The Plan allows pretax salary deferral contributions of 1% to 100% (less any after-tax contributions, required withholdings, or other elected deductions) of compensation, subject to certain Internal Revenue Service (IRS) limitations. After-tax contributions may be made at 1% to 18% of eligible compensation. However, combined pretax and after-tax contributions, required withholdings, and other elected deductions cannot exceed 100% of compensation. Effective January 1, 2010, the Plan was amended to provide for the automatic enrollment and payroll deduction of 4% of a new eligible employee’s compensation as soon as practical following 60 days after employment.
The Company matches 100% of the first 4% of each participant’s contribution. The Company may also make a discretionary contribution (the Employer Retirement Contribution) to the Plan. The amount of the Employer Retirement Contribution is determined based upon participants’ eligible salary and years of service. Participants age 50 and older may contribute additional pretax catch-up contributions, subject to IRS limitations. For the year ended December 31, 2010, the Company contributed $26,591,801 of Employer Retirement Contributions. Participants must have completed one year of service in order to receive Company matching and Employer Retirement Contributions.
Each participant may direct the trustee to invest both the participant’s and the Company’s contributions in one or more of the investment options offered by the Plan.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vesting
Participants are immediately 100% vested in their participant and employer contributions and the related earnings that have been credited to their accounts.
Benefit Payments
The Plan pays lump-sum benefits upon retirement, disability, death, or termination of employment. In-service withdrawals, subject to certain rules and restrictions, may also be made from certain account balances.
Participant Loans
The Plan includes a loan provision that permits participants to borrow a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the total value of their Plan assets. The loans are payable in principal installments, plus interest, at prime plus one percent through payroll deductions and are due in one- to five-year terms, unless the loan is used to acquire a principal residence, in which case the loan term cannot exceed ten years. Repayments are made ratably through payroll deductions.
Participant loans are recorded on the financial statements as notes receivable from participants at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2010 or 2009. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Administrative Expenses
Certain administrative expenses are paid from the Plan’s assets. All other Plan expenses are paid by the Company.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Participants are 100% vested in their accounts in any event. Assets would be distributed to participants as prescribed by ERISA.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. Benefit payments to participants are recorded upon distribution.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Wells Fargo, N.A. serves as the Plan’s trustee and holds all investments of the Plan. Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 4 for further discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the record date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
New Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 amended Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (ASC 820) to clarify certain existing fair value disclosures and require a number of additional disclosures. The guidance in ASU 2010-06 clarified that disclosures should be presented separately for each “class” of assets and liabilities measured at fair value and provided guidance on how to determine the appropriate classes of assets and liabilities to be presented. ASU 2010-06 also clarified the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. In addition, ASU 2010-06 introduced new requirements to disclose the amounts (on a gross basis) and reasons for any significant transfers between Levels 1, 2 and 3 of the fair value hierarchy and present information regarding the purchases, sales, issuances, and settlements of Level 3 assets and liabilities on a gross basis. With the exception of the requirement to present changes in Level 3 measurements on a gross basis, which is delayed until 2011, the guidance in ASU 2010-06 is effective for reporting periods beginning after December 15, 2009. Since ASU 2010-06 only affects fair value measurement disclosures, adoption of ASU 2010-06 is not expected to have an effect on the Plan’s financial statements.
In September 2010, the FASB issued Accounting Standards Update 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans (ASU 2010-25). ASU 2010-25 requires participant loans to be measured at their unpaid principal balance plus any accrued unpaid interest and classified as notes receivable from participants. Previously loans were measured at fair value and classified as investments. ASU 2010-25 is effective for fiscal years ending after December 15, 2010 and is required to be applied retrospectively. Adoption of ASU 2010-25 did not change the value of participant loans from the amount previously reported as of December 31, 2009. Participant loans have been reclassified to notes receivable from participants as of December 31, 2009.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amended ASC 820 to converge the fair value measurement guidance in U.S. generally accepted accounting principles and International Financial Reporting Standards. Some of the amendments clarify the application of existing fair value measurement

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. Plan management is currently evaluating the effect that the provisions of ASU 2011-04 will have on the Plan’s financial statements.
Risks and Uncertainties
The Plan provides for investments in various investment securities which, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.
3. Investments
Individual investments that represent 5% or more of the Plan’s net assets available for benefits at either December 31, 2010 or 2009 are as follows:
                 
    December 31,
    2010   2009
National Oilwell Varco, Inc. Company Stock
  $ 136,288,447     $ 95,596,688  
PIMCO Total Return Instl Fund
    93,987,628       82,617,990  
Oakmark International I Fund
    76,759,522       63,023,237  
American Funds Growth Fund of America R5
    70,138,776       59,276,704  
Fixed Income Fund D
    47,386,916       49,063,692  
Davis NY Venture Y Fund
    57,093,487       48,304,926  
Fixed Income Fund A
    48,508,677       45,029,255  
Vanguard Mid Cap Index Ins Fund
    52,889,441       38,915,792  
Invesco Van Kampen Growth & Income I Fund
    42,813,756       35,299,139  
Fixed Income Fund L
    49,632,521        
Fixed Income Fund E
          45,697,448  

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
During 2010, the Plan’s investments (including investments purchased, sold, and held during the year) appreciated in fair value as follows:
         
Common stocks
  $ 51,924,331  
Mutual funds
    49,168,499  
 
     
Net appreciation
  $ 101,092,830  
 
     
4. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
    Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
    Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
    quoted prices for similar assets and liabilities in active markets
 
    quoted prices for identical or similar assets or liabilities in markets that are not active
 
    observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)
 
    inputs that are derived principally from or corroborated by observable market data by correlation or other means

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
    Level 3 — Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The level in the fair value hierarchy within which the fair value measurement is classified is determined based the lowest level input that is significant to the fair value measure in its entirety.
Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value by the Plan.
Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual funds: Valued at the net asset value of shares held by the Plan at year end.
Common collective trust funds: Valued at the NAV of shares held by the Plan at year end. The NAV is based on the fair value of the underlying investments held by the fund.
Wrapper contracts: Valued at the present value of the difference between fees being paid for the wrappers and future fees that would be paid for a similar market based wrapper.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value:
                                 
    Assets at Fair Value as of December 31, 2010  
    Level 1     Level 2     Level 3     Total  
     
 
Company stock
  $ 136,350,554     $     $     $ 136,350,554  
Common collective trust funds:
                               
Fixed income funds
          183,330,028             183,330,028  
Short term investment funds
          24,164,519             24,164,519  
Mutual funds:
                               
Large growth
    70,138,776                   70,138,776  
Large blend
    57,093,487                   57,093,487  
Large value
    42,813,756                   42,813,756  
Mid-cap blend
    52,889,441                   52,889,441  
Small growth
    18,734,945                   18,734,945  
Small value
    23,824,026                   23,824,026  
Inflation-protected bond
    14,595,769                   14,595,769  
Intermediate-term bond
    93,987,628                   93,987,628  
Foreign large blend
    13,541,403                   13,541,403  
Foreign large value
    76,759,522                   76,759,522  
Money market
    8,664,006                   8,664,006  
Wrapper contracts
                345,235       345,235  
Other assets
    506,104                   506,104  
     
Total assets at fair value
  $ 609,899,417     $ 207,494,547     $ 345,235     $ 817,739,199  
     

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
                                 
    Assets at Fair Value as of December 31, 2009  
    Level 1     Level 2     Level 3     Total  
     
 
Company stock
  $ 95,596,688     $     $     $ 95,596,688  
Common collective trust funds:
                               
Fixed income funds
          163,292,286             163,292,286  
Short term investment funds
          15,529,329             15,529,329  
Mutual funds:
                               
Large growth
    59,276,704                   59,276,704  
Large blend
    48,304,926                   48,304,926  
Large value
    35,299,139                   35,299,139  
Mid-cap blend
    38,915,792                   38,915,792  
Small growth
    11,499,408                   11,499,408  
Small value
    15,856,578                   15,856,578  
Inflation-protected bond
    11,307,285                   11,307,285  
Intermediate-term bond
    82,617,990                   82,617,990  
Foreign large blend
    8,001,306                   8,001,306  
Foreign large value
    63,023,237                   63,023,237  
Money market
    4,382,317                   4,382,317  
Wrapper contracts
                93,562       93,562  
Other assets
    373,807                   373,807  
     
Total assets at fair value
  $ 474,455,177     $ 178,821,615     $ 93,562     $ 653,370,354  
     
Level 3 Gains and Losses
The following table sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the year ended December 31, 2010:
         
    Wrapper  
    Contracts  
 
Balance, beginning of year
  $ 93,562  
Purchases, sales, issuances, and settlements (net)
    251,673  
 
     
Balance, end of year
  $ 345,235  
 
     

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
5. Investment Contracts
The Plan offers an investment called the National Oilwell Varco Stable Value Fund, which is managed by Galliard Capital Management and is comprised of investments in fixed income securities that are covered by synthetic guaranteed investment contracts (synthetic GICs), which are fully benefit-responsive investment contracts. Within this structure, the Plan owns both the fixed income securities and the wrapper contracts.
In a synthetic GIC structure, the Plan makes investments in fixed income securities. To reduce the risk of losses on these investments, the Plan purchases a wrapper contract from an insurance company or bank, which enables Plan participants to transact at a specified contract value by protecting the principal amount invested over a specific period of time.
Investment contracts held by a defined contribution plan are required to be reported at fair value; however, since these contracts are fully benefit-responsive, an adjustment is reflected in the statements of net assets available for benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value of the fully benefit-responsive investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.
The Plan’s investments covered by the wrapper contracts earn interest at interest crediting rates that are typically reset on a monthly or quarterly basis. These interest crediting rates use a formula that is based on the characteristics of the underlying fixed income portfolio.
Factors that can influence the future average crediting rates are (i) the level of market interest rates; (ii) the amount and timing of participant contributions, transfers, and withdrawals into/out of the investment contract; (iii) the investment returns generated by the fixed income investments that underlie the investment contracts; or (iv) the duration of the investments underlying the investment contracts. The crediting rate formula amortizes the realized and unrealized market value gains and losses over the duration of the underlying investments. The resulting gains and losses in the fair value of the underlying investments relative to the contract value are represented in the statements of net assets available for benefits as the adjustment from fair value to contract value for fully benefit-responsive investment contracts.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
5. Investment Contracts (continued)
The average yield earned by the Plan for all fully benefit-responsive investment contracts for the years ended December 31, 2010 and 2009 was 2.37% and 3.58%, respectively. The average yield earned by the Plan for all fully benefit-responsive investment contracts, with an adjustment to reflect the actual interest rate credited to participants in the Plan, for the years ended December 31, 2010 and 2009 was 4.04% and 4.71%, respectively.
Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor events (e.g., divestitures or spin-offs of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA). The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
In some cases, an investment contract issuer may terminate a contract with the Plan and settle at amounts different than the contract value. Examples of these events include the Plan’s loss of its qualified status, material breaches of responsibilities that are not cured, or material and adverse changes to the provisions of the Plan. If one of these events were to occur, the investment contract issuer could terminate the contract at the market value of the underlying investments.
6. Related-Party Transactions
Certain investments of the Plan are managed by Wells Fargo, N.A., the trustee of the Plan, and therefore these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets is invested in the Company’s common stock. Because the Company is the plan sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules under ERISA.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
7. Income Tax Status
The Plan has received a determination letter from the IRS dated August 19, 2009, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The plan sponsor believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan as amended is qualified and the related trust is tax-exempt.
U.S. generally accepted accounting principles require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
8. Reconciliation of Financial Statements to Form 5500
Fully benefit-responsive investment contracts are valued at contract value on the statements of net assets available for benefits, whereas the Form 5500 requires all investments to be valued at fair value.
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2010 and 2009, to the Form 5500:
                 
    2010     2009  
     
Net assets available for benefits per the financial statements
  $ 839,769,628     $ 674,731,309  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    9,411,211       5,966,879  
     
Net assets available for benefits per the Form 5500
  $ 849,180,839     $ 680,698,188  
     

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Notes to Financial Statements (continued)
8. Reconciliation of Financial Statements to Form 5500 (continued)
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the year ended December 31, 2010, to the Form 5500:
         
Net increase in net assets available for benefits per the financial statements
  $ 165,038,319  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2010
    9,411,211  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2009
    (5,966,879 )
 
     
Net increase in net assets available for benefits per Form 5500
  $ 168,482,651  
 
     
9. Subsequent Events
Effective January 1, 2011, the Plan was amended to allow participants to designate their salary deferral contributions as Roth contributions.
Effective June 1, 2011, the Advanced Production and Loading 401(k) Retirement Plan was merged into the Plan.

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Supplemental Schedules

 


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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Plan No. 001 EIN 76-0488987
Schedule H, Line 4a — Schedule of Delinquent Participant Contributions
Year Ended December 31, 2010
                                 
Participant        
Contributions        
Transferred Late to   Total that Constitute Nonexempt Prohibited    
Plan   Transactions    
Check here                            
if Late                           Total Fully
Participant           Contributions   Contributions   Corrected
Loan           Corrected   Pending   Under VFCP
Repayments   Contributions   Outside   Correction in   and PTE
are included: o   Not Corrected   VFCP   VFCP   2002-51
 
                               
$736.99
          $ 736.99 (1)                
 
(1)   Represents delinquent participant contributions from various 2009 pay periods. The Company remitted lost earnings to the Plan and filed Form 5330, Return of Excise Taxes Related to Employee Benefit Plans, during 2010.

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National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan
Plan No. 001 EIN 76-0488987
Schedule H, Line 4(i) — Schedule of Assets
(Held At End of Year)
December 31, 2010
             
Identity of Issue, Borrower,       Current
Lessor, or Similar Party   Description of Investment   Value
 
           
*National Oilwell Varco, Inc.
  2,026,594 shares of common stock   $ 136,288,447  
Weatherford International Ltd.
  2,724 shares of common stock     62,107  
Allianz Global Investors
  Allianz NFJ Small Cap Value Instl Fund     23,824,026  
American Funds
  American Funds Growth Fund of America R5     70,138,776  
Davis Funds
  Davis NY Venture Y Fund     57,093,487  
*Wells Fargo
  ADV Money Market     8,664,006  
Oakmark Funds
  Oakmark International I Fund     76,759,522  
PIMCO Funds
  PIMCO Total Return Instl Fund     93,987,628  
Van Kampen Funds
  Invesco Van Kampen Growth & Income I Fund     42,813,756  
Vanguard
  Vanguard Small Cap Growth Index Instl Fund     18,734,945  
Vanguard
  Vanguard Mid Cap Index Ins Fund     52,889,441  
Vanguard
  Vanguard Inflation Protected Secs Instl Fund     14,595,769  
Vanguard
  Vanguard FTSE All-World ex-US Inv Fund     13,541,403  
*Wells Fargo
  Fixed Income Fund A     48,508,677  
ING Life Insurance & Annuity
  Wrapper Contract #MCA-60258, 4.43%      
*Wells Fargo
  Fixed Income Fund D     47,386,916  
JP Morgan Chase Bank
  Wrapper Contract #ANAT0IL02, 4.21%     243,917  
*Wells Fargo
  Fixed Income Fund L     49,632,521  
Monumental Life Insurance Co.
  Wrapper Contract #MDA00877TR, 5.18%     62,270  
*Wells Fargo
  Fixed Income Fund F     37,801,914  
Pacific Life Insurance Co.
  Wrapper Contract #G-27344.01.0001, 3.00%     39,048  
*Wells Fargo
  Short Term Investment Fund G     24,164,519  
Various
  Self-directed brokerage accounts     506,104  
*Participant loans
  Various maturities and interest rates ranging from 4.25% to 10.50%     31,511,334  
 
           
 
      $ 849,250,533  
 
           
 
*   Party in interest

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SIGNATURE
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  National Oilwell Varco, Inc. 401(k) and
Retirement Savings Plan

 
 
June 24, 2011  /s/ Daniel L. Molinaro    
Date Daniel L. Molinaro   
  Member of the National Oilwell Varco Benefits Plan Administrative Committee   

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EXHIBIT INDEX
     
Exhibit    
Number   Description
23.1
  Consent of Independent Registered Public Accounting Firm

24