UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
NATIONAL OILWELL VARCO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12317 | 76-0475815 | ||
| (State or other jurisdiction of incorporation or organization) |
Commission File Number |
(I.R.S. Employer Identification No.) |
7909 Parkwood Circle Drive
Houston, Texas
77036-6565
(Address of principal executive offices)
(713) 346-7500
(Registrant’s telephone number, including area code)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| ☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2016. |
Section 1 – CONFLICT MINERALS DISCLOSURE
| Item 1.01 | CONFLICT MINERALS DISCLOSURE AND REPORT |
National Oilwell Varco, Inc. has prepared and filed herewith its Conflict Minerals Report for the calendar year ended December 31, 2016, as required pursuant to Rule 13p-1 under the Securities Exchange Act of 1934.
A copy of this Form SD and our Conflict Minerals Report filed as an exhibit hereto is publicly available on our internet website at: http://investors.nov.com/phoenix.zhtml?c=97690&p=irol-sec
| Item 1.02 | EXHIBIT |
We have filed as an exhibit to this Form SD our Conflict Minerals Report.
Section 2 – EXHIBITS
| Item 2.01 | EXHIBITS |
| Exhibit |
Description | |
| 1.01 | Conflict Minerals Report of National Oilwell Varco, Inc. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 31, 2017 | By: | /s/ Jose A. Bayardo | ||||
| Jose A. Bayardo | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.01 | Conflict Minerals Report of National Oilwell Varco, Inc. | |
Exhibit 1.01
National Oilwell Varco, Inc.
Conflict Minerals Report
For the reporting period from January 1, 2016 to December 31, 2016
This Conflict Minerals Report of National Oilwell Varco, Inc. (the “Company”, “NOV”, “we”, “us” or “our”) for the calendar year ended December 31, 2016 is presented pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule imposes certain reporting obligations on issuers whose manufactured products include cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (the “Designated Minerals”), where such Designated Minerals are necessary to the functionality or production of such products. If any Designated Minerals necessary to functionality or production of such products originated from the Democratic Republic of the Congo or an adjoining country that shares an internationally recognized border with the Democratic Republic of the Congo (the “Conflict Region”) and are not from recycled or scrap sources, the Rule imposes certain additional due diligence and reporting obligations.
Product Description
This Conflict Minerals Report covers all products manufactured by NOV or contracted to be manufactured for NOV. Those products include, but are not limited to, those listed in Attachment A to this Conflict Minerals Report.
Conflict Minerals Policy
NOV’s policy is to develop a “conflict-free” supply chain – one that does not use Designated Minerals sourced from mines or smelters that have directly or indirectly aided armed groups in the Conflict Region.
A copy of our policy can be found at: http://investors.nov.com/phoenix.zhtml?c=97690&p=irol-govconduct.
Reasonable Country of Origin Inquiry
Our conflict minerals compliance program was initiated by a review of our product portfolio. In 2013, our engineers reviewed the raw materials and/or purchased subcomponents used in our products to determine which items contained Designated Minerals that are necessary to a product’s functionality or production. Since the initial review in 2013, our engineers have similarly reviewed new raw materials and subcomponents as they are added to our purchasing systems.
NOV internally developed a computerized Conflict Minerals Management System (the “CMM System”) that provides a platform for conflict minerals compliance by all NOV business units impacted by conflict minerals. The CMM System compares the list of materials and subcomponents identified by our engineers as containing Designated Minerals against purchase order items received by NOV during the calendar year. The CMM System identifies suppliers that delivered items containing Designated Minerals. The identified suppliers are directed to complete an online Reasonable Country of Origin Inquiry (“RCOI”). The purpose of our CMM System is to determine which suppliers should complete an RCOI, and further to identify suppliers requiring additional Due Diligence (see “Due Diligence” below) based on the RCOI responses.
For the 2016 calendar year, we asked approximately 86 suppliers to complete an online RCOI through our CMM System. The survey response rate was 19%. Of the suppliers who responded, no supplier reported having sourced from the Conflict Region.
Due Diligence
Our due diligence process is designed in accordance with Annex I of the Organization for Economic Co-Operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Framework”). All steps taken by NOV in preparing this Conflict Minerals Report are in accordance with the OECD Framework.
Our due diligence activities generally included follow-up questions with the relevant suppliers or their sub-suppliers within the supply chain, a review of any mine or smelter certifications, a review of materials spec sheets, and similar activities designed to determine whether raw materials and/or purchased subcomponents used in our products contain Designated Minerals, the source of any Designated Minerals, and whether that source directly or indirectly aids armed groups in the Conflict Region.
This Conflict Minerals Report was not subjected to an independent private sector audit.
Attachment A
List of Products
The following products are more fully described in the company’s Form 10-K, which may be found publicly on our internet website at:
http://investors.nov.com/phoenix.zhtml?c=97690&p=irol-reportsannual
Artificial Lift Systems
Blenders
Blowout Preventers and other Pressure Control Equipment
Cranes
Derricks, Substructures and Masts
Downhole Fluids
Downhole Motors and other Downhole Tools
Drill Bits
Drill Pipe and Tubulars
Electric Rig Motors
Floating Production Systems
Hoisting Systems
Instrumentation
Land Rig Packages
Manifolds and Wellheads
Motion Compensation Systems
Mud Pumps and other Fluid Transfer Technologies
Offshore Drilling Equipment Packages
Pipe Handling Systems
Pipe Handling Tools
Power Generators and Lighting
Pressure Pumping Trucks and Pumps
Rig Instrumentation and Control Systems
Rotary Equipment
Sanders
Solids Control and Waste Management Systems
Stimulation Equipment
Surface Transfer Pumps
Top Drives and other Power Transmission Systems
Turret Mooring Systems
Wireline Units and Tools