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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/20 National Oilwell Varco Inc 10-K 12/31/19 118:26M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.36M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 45K
3: EX-21.1 Subsidiaries List HTML 130K
4: EX-23.1 Consent of Experts or Counsel HTML 42K
9: EX-95 Mine-Safety Disclosure HTML 58K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
23: R1 Document and Entity Information HTML 96K
81: R2 Consolidated Balance Sheets HTML 141K
95: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
59: R4 Consolidated Statements of Income (Loss) HTML 119K
25: R5 Consolidated Statements of Comprehensive Income HTML 62K
(Loss)
83: R6 Consolidated Statements of Cash Flows HTML 141K
97: R7 Consolidated Statements of Stockholders' Equity HTML 83K
64: R8 Consolidated Statements of Stockholders' Equity HTML 35K
(Parenthetical)
19: R9 Organization and Basis of Presentation HTML 38K
66: R10 Summary of Significant Accounting Policies HTML 147K
27: R11 Derivative Financial Instruments HTML 194K
92: R12 Inventories, net HTML 60K
106: R13 Property, Plant and Equipment HTML 75K
67: R14 Asset Impairments HTML 253K
28: R15 Accrued Liabilities HTML 73K
93: R16 Leases HTML 163K
107: R17 Debt HTML 80K
65: R18 Employee Benefit Plans HTML 346K
29: R19 Accumulated Other Comprehensive Income (Loss) HTML 285K
70: R20 Commitments and Contingencies HTML 46K
109: R21 Common Stock HTML 401K
42: R22 Revenue Recognition HTML 346K
32: R23 Income Taxes HTML 355K
71: R24 Business Segments and Geographic Areas HTML 324K
110: R25 Quarterly Financial Data (Unaudited) HTML 134K
43: R26 Schedule II National Oilwell Varco, Inc. Valuation HTML 168K
and Qualifying Accounts
33: R27 Summary of Significant Accounting Policies HTML 206K
(Policies)
72: R28 Summary of Significant Accounting Policies HTML 107K
(Tables)
108: R29 Derivative Financial Instruments (Tables) HTML 191K
104: R30 Inventories, net (Tables) HTML 62K
91: R31 Property, Plant and Equipment (Tables) HTML 75K
31: R32 Asset Impairments (Tables) HTML 239K
69: R33 Accrued Liabilities (Tables) HTML 72K
103: R34 Leases (Tables) HTML 165K
90: R35 Debt (Tables) HTML 77K
30: R36 Employee Benefit Plans (Tables) HTML 349K
68: R37 Accumulated Other Comprehensive Income (Loss) HTML 284K
(Tables)
105: R38 Common Stock (Tables) HTML 396K
89: R39 Revenue Recognition (Tables) HTML 344K
116: R40 Income Taxes (Tables) HTML 361K
79: R41 Business Segments and Geographic Areas (Tables) HTML 324K
35: R42 Quarterly Financial Data (Unaudited) (Tables) HTML 133K
47: R43 Summary of Significant Accounting Policies - HTML 76K
Additional Information (Detail)
115: R44 Summary of Significant Accounting Policies - HTML 43K
Additional Information (Detail 1)
78: R45 Summary of Significant Accounting Policies - HTML 42K
Changes in Carrying Amount of Service and Product
Warranties (Detail)
34: R46 Summary of Significant Accounting Policies - HTML 66K
Computation of Weighted Average Basic and Diluted
Shares Outstanding (Detail)
46: R47 Derivative Financial Instruments - Outstanding HTML 41K
Foreign Currency Forward Contracts (Detail)
117: R48 Derivative Financial Instruments - Additional HTML 40K
Information (Detail)
77: R49 Derivative Financial Instruments - Derivative HTML 61K
Instruments and their Balance Sheet
Classifications (Detail)
86: R50 Inventories, net - Inventories (Detail) HTML 50K
101: R51 Property, Plant and Equipment - Property, Plant HTML 57K
and Equipment (Detail)
54: R52 Asset Impairments - Additional Information HTML 105K
(Detail)
15: R53 Asset Impairments - Goodwill Identified, by HTML 57K
Segment (Detail)
87: R54 Asset Impairments - Goodwill Identified, by HTML 35K
Segment (Parenthetical) (Detail)
102: R55 Asset Impairments - Identified Intangible Assets, HTML 57K
by Segment (Detail)
55: R56 Asset Impairments - Identified Intangible Assets, HTML 55K
by Major Classification (Detail)
16: R57 Accrued Liabilities - Accrued Liabilities (Detail) HTML 62K
88: R58 Leases - Additional Information (Detail) HTML 45K
100: R59 Leases - Schedule of Components of Leases (Detail) HTML 47K
51: R60 Leases - Components of Lease Expense (Detail) HTML 48K
37: R61 Leases - Supplemental Information Related to HTML 58K
Leases (Detail)
74: R62 Leases - Future Minimum Lease Commitments for HTML 74K
Leases with Initial or Remaining Terms of One Year
or More (Detail)
112: R63 Debt - Debt (Detail) HTML 48K
52: R64 Debt - Debt (Parenthetical) (Detail) HTML 48K
38: R65 Debt - Principal Payments of Debt (Detail) HTML 42K
75: R66 Debt - Additional Information (Detail) HTML 118K
113: R67 Employee Benefit Plans - Additional Information HTML 51K
(Detail)
49: R68 Employee Benefit Plans - Change in Benefit HTML 94K
Obligation, Plan Assets and Funded Status of
Defined Benefit Pension Plans (Detail)
41: R69 Employee Benefit Plans - Assumption Rates Used for HTML 45K
Benefit Obligations (Detail)
24: R70 Employee Benefit Plans - Assumption Rates Used for HTML 53K
Net Periodic Benefit Costs (Detail)
58: R71 Employee Benefit Plans - Plan's Assets Carried at HTML 54K
Fair Value (Detail)
98: R72 Employee Benefit Plans - Summary of Changes in HTML 48K
Fair Value of Plan's Level Three Assets (Detail)
84: R73 Accumulated Other Comprehensive Income (Loss) - HTML 58K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
22: R74 Accumulated Other Comprehensive Income (Loss) - HTML 76K
Components of Amounts Reclassified from
Accumulated Other Comprehensive Income (Loss)
(Detail)
57: R75 Accumulated Other Comprehensive Income (Loss) - HTML 44K
Additional Information (Detail)
96: R76 Common Stock - Additional Information (Detail) HTML 155K
82: R77 Common Stock - Summary of Stock Options (Detail) HTML 61K
17: R78 Common Stock - Summary of Stock Option Outstanding HTML 66K
Information (Detail)
61: R79 Common Stock - Assumption Used in Determination of HTML 45K
Fair Value of Share Based Payment Awards (Detail)
26: R80 Common Stock - Summary of Information and Changes HTML 69K
in Stock Options with Regard to Stock Option Plans
(Detail)
60: R81 Common Stock - Summary of Information Regarding HTML 60K
Outstanding SARs (Detail)
99: R82 Common Stock - Summary of Information Regarding HTML 59K
Outstanding Restricted Shares (Detail)
85: R83 Revenue Recognition - Summary of Disaggregate HTML 109K
Revenue by Destinations (Detail)
21: R84 Revenue Recognition - Additional Information HTML 45K
(Detail)
56: R85 Revenue Recognition - Summary of Changes in HTML 54K
Carrying Amount of Contract Assets and Contract
Liabilities (Detail)
94: R86 Income Taxes - Domestic and Foreign Components of HTML 41K
Income (Loss) Before Income Taxes (Detail)
80: R87 Income Taxes - Components of Provision for Income HTML 64K
Taxes (Detail)
18: R88 Income Taxes - Difference Between Effective Tax HTML 79K
Rate (Detail)
63: R89 Income Taxes - Additional Information (Detail) HTML 81K
50: R90 Income Taxes - Significant Components of Deferred HTML 76K
Tax Assets and Liability (Detail)
36: R91 Income Taxes - Reconciliation of Beginning and HTML 49K
Ending Amount of Unrecognized Tax Benefits
(Detail)
73: R92 Income Taxes - Summary of Net Operating Loss HTML 64K
Carryforwards (Detail)
111: R93 Business Segments and Geographic Areas - HTML 34K
Additional Information (Detail)
53: R94 Business Segments and Geographic Areas - Revenues HTML 72K
by Country Based on Sales Destination of Products
or Services (Detail)
39: R95 Business Segments and Geographic Areas - Plant, HTML 60K
Property and Equipment by Country Based on the
Location (Detail)
76: R96 Business Segments and Geographic Areas - Business HTML 85K
Segments (Detail)
114: R97 Business Segments and Geographic Areas - Business HTML 63K
Segments (Parenthetical) (Detail)
48: R98 Quarterly Financial Data (Unaudited) - Summarized HTML 62K
Quarterly Results (Detail)
40: R99 Schedule II - Valuation and Qualifying Accounts HTML 56K
(Detail)
45: XML IDEA XML File -- Filing Summary XML 223K
44: XML XBRL Instance -- nov-10k_20191231_htm XML 7.89M
20: EXCEL IDEA Workbook of Financial Reports XLSX 138K
11: EX-101.CAL XBRL Calculations -- nov-20191231_cal XML 293K
12: EX-101.DEF XBRL Definitions -- nov-20191231_def XML 833K
13: EX-101.LAB XBRL Labels -- nov-20191231_lab XML 1.99M
14: EX-101.PRE XBRL Presentations -- nov-20191231_pre XML 1.51M
10: EX-101.SCH XBRL Schema -- nov-20191231 XSD 267K
62: JSON XBRL Instance as JSON Data -- MetaLinks 531± 864K
118: ZIP XBRL Zipped Folder -- 0001564590-20-004552-xbrl Zip 477K
EXHIBIT 4.1
DESCRIPTION OF THE REGISTRANT'S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description sets forth certain material terms and provisions of the securities of National Oilwell Varco, Inc. (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Delaware law. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our fifth amended and restated certificate of incorporation and our amended and restated bylaws, copies of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our certificate of incorporation, our bylaws and the applicable provisions of Delaware law for additional information.
Our certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share, in one or more series.
Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to the preferences that may be applicable to any outstanding shares of preferred stock, common stockholders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the common stockholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of any shares of preferred stock then outstanding. Common stockholders have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The common stock currently outstanding is fully paid and non-assessable.
The transfer agent and registrar for the common stock is American Stock Transfer.
Our common stock is listed on the New York Stock Exchange under the trading symbol “NOV.”
Our board of directors is authorized, without any action by the stockholders, subject to any limitations prescribed by law, to designate and issue preferred stock in one or more series and to designate the powers, preferences and rights of each series, which may be greater than the rights of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of the common stock until our board of directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things:
• impairing the dividend rights of the common stock;
• diluting the voting power of the common stock;
• impairing the liquidation rights of the common stock; and
• delaying, deferring or preventing a change in control.
Certain provisions of Delaware law and our certificate of incorporation and bylaws could make the following more difficult:
• our acquisition by means of a tender offer;
• acquisition of control by means of a proxy contest or otherwise; and
• removal of our incumbent officers and directors.
These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids, and are designed to encourage persons seeking to acquire control of the Company to negotiate with the board of directors. The Company believes that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging such proposals. Among other things, negotiation of such proposals could result in an improvement of their terms.
Delaware Anti-Takeover Law. Delaware corporations may elect not to be governed by Section 203 of the General Corporation Law of Delaware (the “DGCL”), i.e., Delaware’s anti-takeover law. The Company has not made this election. Delaware’s anti-takeover law provides that an “interested stockholder,” defined as a person who owns 15% or more of the outstanding voting stock of a corporation or a person who is an associate or affiliate of the corporation and, within the preceding three-year period, owned 15% or more of the outstanding voting stock, may not engage in specified business combinations with the corporation for a period of three years after the date on which the person became an interested stockholder. The law defines the term “business combination” to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and transactions in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders. With the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of our capital stock entitled to vote in the election of directors, voting together as a single class, we may amend the certificate of incorporation in the future to no longer be governed by the anti-takeover law. This amendment would have the effect of allowing any person who owns at least 15% of our outstanding voting stock to pursue a takeover transaction that was not approved by our board of directors. However, because the Company has not elected to opt-out of this provision, for transactions not approved in advance by our board of directors, the provision might discourage takeover attempts that might result in a premium over the market price for shares of our common stock.
Limitations of Director Liability and Indemnification. Our certificate of incorporation provides that directors shall not be personally liable to the corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Delaware law currently provides that this waiver may not apply to liability:
• for any breach of the director’s duty of loyalty to us or our stockholders;
• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
• under Section 174 of the DGCL (governing distributions to stockholders); or
• for any transaction from which the director derived any improper personal benefit.
In the event the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Our bylaws further provide that we will indemnify each of our directors and officers, trustees, fiduciaries, employees and agents to the fullest extent permitted by Delaware law.
Special Stockholder Meetings. Under our certificate of incorporation, only our chairman of the board, president or board of directors may call a special meeting of stockholders pursuant to a resolution adopted by at least a majority of the members of the board of directors.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Our certificate of incorporation and bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.
Elimination of Stockholder Action by Written Consent. Our certificate of incorporation eliminates the right of stockholders to act by written consent without a meeting. This provision will make it more difficult for stockholders to take action opposed by the board of directors.
No Cumulative Voting. Our certificate of incorporation does not provide for cumulative voting in the election of directors, which, under Delaware law, precludes stockholders from cumulating their votes in the election of directors, frustrating the ability of minority stockholders to obtain representation on the board of directors.
Undesignated Preferred Stock. The authorization of undesignated preferred stock makes it possible for the board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of the Company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in the control or management of the Company.
Amendment of Provisions in the Certificate of Incorporation. Our certificate of incorporation requires the affirmative vote of the holders of at least 80% of the outstanding voting power of our stock to amend or repeal any provision of the certificate of incorporation concerning certain matters, including, but not limited to the absence of the authority of stockholders to act by written consent, the authority to call a special meeting of stockholders, the number of directors and structure of the board of directors, and the removal of directors and the filling of vacancies on the board of directors.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/13/20 | 4, SC 13G | ||
| For Period end: | 12/31/19 | 11-K, 4, SD | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/22 NOV Inc. 10-Q 3/31/22 73:9.7M Donnelley … Solutions/FA 10/27/21 NOV Inc. 10-Q 9/30/21 73:13M ActiveDisclosure/FA 7/28/21 NOV Inc. 10-Q 6/30/21 72:12M ActiveDisclosure/FA 4/28/21 NOV Inc. 10-Q 3/31/21 73:10M ActiveDisclosure/FA 10/27/20 NOV Inc. 10-Q 9/30/20 79:12M ActiveDisclosure/FA |