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Previous: DREYFUS CALIFORNIA TAX EXEMPT BOND FUND INC, DEFA14A, 1994-06-29 |
Next: TERRA INDUSTRIES INC, 11-K, 1994-06-29 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 11-K
ANNUAL REPORT
___________________________________
(Mark One)
(xx) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
___________________________________
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
___________________________________
SMITH INTERNATIONAL, INC. 401(K) RETIREMENT PLAN
(Full title of the plan and the address,
if different from that of the issuer named below)
___________________________________
SMITH INTERNATIONAL, INC.
16740 Hardy Street
P. O. Box 60068
Houston, Texas 77205-0068
(Name and Address of issuer of the
Securities held Pursuant to the Plan)
<PAGE> 2
ARTHUR ANDERSEN & CO. (LOGO)
SMITH INTERNATIONAL, INC. 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993
TOGETHER WITH AUDITOR'S REPORT
<PAGE> 3
ARTHUR ANDERSEN & CO. (LOGO)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Smith International, Inc. 401(k) Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of the Smith International, Inc. 401(k) Retirement Plan (the Plan) as
of December 31, 1993 and 1992, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1993. These
financial statements and the schedules referred to below are the responsibility
of the Plan administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan administrator, as well as 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 as of
December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules I and II are presented
for purposes of additional analysis and are not a required part of the basic
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. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ ARTHUR ANDERSEN & CO.
Houston, Texas
June 27, 1994
<PAGE> 4
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
ASSETS
------ 1993 1992
----------- -----------
<S> <C> <C>
INVESTMENTS, at market value:
Registered investment company shares $31,409,732 $26,663,247
Smith International, Inc. common stock 4,274,477 4,930,478
Loans Receivable from Participants 3,406,960 3,149,019
----------- -----------
39,091,169 34,742,744
CASH 81,763 1,716
CONTRIBUTIONS RECEIVABLE:
Employee 21,649 418,698
Employer 897,066 235,081
RECEIVABLES - OTHER 27,109 93,790
----------- -----------
TOTAL ASSETS $40,118,756 $35,492,029
=========== ===========
LIABILITIES
-----------
PAYABLES - INVESTMENT PURCHASES 61,025 -
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $40,057,731 $35,492,029
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 5
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
1993
-----------
<S> <C>
NET ASSETS AVAILABLE FOR BENEFITS, at beginning of year $35,492,029
-----------
ADDITIONS:
Investment income:
Interest 688,044
Dividends 990,920
Net realized gain on investments 988,154
Net unrealized appreciation of investments 1,257,552
Contributions:
Employee 3,049,369
Employer 2,391,980
-----------
9,366,019
-----------
DEDUCTIONS:
Withdrawals 4,800,317
-----------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 4,565,702
-----------
NET ASSETS AVAILABLE FOR BENEFITS, at end of year $40,057,731
===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1. SUMMARY OF SIGNIFICANT PLAN PROVISIONS AND ACCOUNTING POLICIES
The Smith International, Inc. 401(k) Retirement Plan (the Plan) allows
participants to contribute from 1 percent to 12 percent of their compensation
to the Plan on a pretax basis. Prior to July 1, 1983, participants'
contributions were taxed prior to being contributed to the Plan. Smith
International, Inc. (the Company) contributes to the account of each
participant in the Plan between 2 and 6 percent of each participants'
compensation based upon the age of the participant. The Company may, in its
discretion, also contribute for a Plan Year a Company Matching Contribution
with respect to each Member who is in the employ of the Company on the last day
of such Plan Year. The Company's Board of Directors shall determine whether a
Company Matching Contribution shall be made for a Plan Year, the matching
percentage, and the percentage of a Member's Compensation upon which the match
shall be based. A matching contribution of $1,191,000 was recorded in 1993 by
the Company. No matching contribution was due in 1992 or 1991 as the company
did not meet the defined level of income during these years. Additional key
features of the Plan are summarized below:
a. Plan Administrator and Trustee
The Company is the plan administrator of the Plan as defined under the
Employee Retirement Income Security Act of 1974. Vanguard Fiduciary Trust
Company is the trustee of all investments held by the Plan.
b. Eligibility
Persons employed by the Company within the United States, citizens of the
United States employed abroad who are not covered by a collective
bargaining agreement, and employees covered by a collective bargaining
agreement which provides for participation in the Plan are eligible to
participate. Participation may commence at the beginning of the month
following an employee's joining the Company.
c. Vesting
Participants are fully vested in their contributions and related
earnings/losses and vest in Company contributions and related
earnings/losses at the rate of 20 percent for each year of service. Upon
death, judicial declaration of incompetence, or
1
<PAGE> 7
normal or disability retirement, participants become fully vested in
Company contributions and related earnings/losses and all vested balances
are distributed.
d. Compensation
Compensation, as defined in the Plan, includes all cash compensation paid
by the Company to participants excluding payments made in connection with
termination of employment, any compensation deferred under the Company's
management incentive plan, and cost-of-living and any other extraordinary
payments made to expatriates.
e. Investment Programs
Participants have the option of investing their contributions and the
Company's matching contributions in any of the following Vanguard Funds
and/or the Company's common stock and warrants:
Vanguard Money Market Fund
Investments are made in high-quality money market instruments which
mature in one year or less, including negotiable certificates of
deposit, banker's acceptances issued by major U.S. banks, commercial
paper, and short-term corporate obligations with the objective of
preservation of capital.
Vanguard PRIMECAP Fund
Investments are made principally in a portfolio of common stocks with
the objective of long-term growth of capital.
Vanguard Wellington Fund
Investments are made in a combination of common stocks and fixed
income securities with the objective of high income yield.
Vanguard International Growth Fund - (formerly Vanguard World Fund)
Investments are made in common stocks of companies based outside of
the United States with the objective of long-term capital growth.
Smith Stock Fund
Investments are in the common stock of the Company purchased on the
open market.
2
<PAGE> 8
Smith Warrant Fund (eliminated in 1991)
Investments were held in the Company's common stock warrants which
were received by the participant accounts which held common stock of
the Company at December 4, 1988. This fund was closed to additional
investments and during 1991, the Company implemented a Warrant
Reduction program which temporarily reduced the exercise price of all
warrants in the fund. Consequently, all of the outstanding warrants
held in the fund were exercised in 1991.
Vanguard Windsor Fund
Investments are made in a portfolio of common stocks with the
objective of long-term growth of capital and income.
Vanguard Bond Fund
Investments are made in a portfolio of bonds with the objective of
obtaining a high level of income while preserving capital.
Vanguard Index Fund
Investments are made in a portfolio of publicly-traded stocks with the
objective of providing the price and yield performance represented by
the Standard and Poor's 500 Composite Stock Price Index.
Contributions may be invested in one fund or divided among two or more
funds. Participants may transfer some or all of the balances out of any
fund into one or any combination of the other funds at any time. (See Note
4 for Net Assets by Fund)
f. Asset Valuation
The assets of the Plan are recorded at cost in the participants' accounts
and converted to market value for financial statement presentation.
Pursuant to DOL regulations, the realized gain or loss on the sale of the
Plan assets, and unrealized appreciation or depreciation of the Plan assets
are based on the value of those assets at the beginning of the Plan year or
at the time of purchase, if acquired during the current year.
g. Administrative Expenses
The Plan is responsible for its administrative expenses. However, in 1993,
1992 and 1991, the Company elected to pay all administrative expenses. In
the future, the Company may elect to discontinue paying such expenses.
3
<PAGE> 9
h. Priorities Upon Plan Termination
The Company intends for the Plan to be permanent; however, in the event of
permanent discontinuance of contributions or termination of the Plan, the
total balances of all participants shall become fully vested.
i. Loans
The Plan permits participants to borrow the lesser of $50,000 or 50 percent
of their vested account balances in the Plan. These loans bear interest at
prime plus one percent and are repaid through payroll withholding over a
period not to exceed five years, except for qualifying loans to purchase a
primary residence which may be repaid over an extended repayment period.
j. Withdrawals and Forfeitures
Participants can withdraw their pre-July 1, 1983 contributions (see Note 1)
in cash without being suspended from making additional contributions to the
Plan.
Upon termination of employment with the Company, participants' vested
balances are distributed. Any unvested Company contributions and related
earnings/losses are forfeited if participants do not return to the Company
within 60 months of their termination. Forfeited amounts are used to
reduce future Company contributions. Net assets available for benefits as
of December 31, 1993 and 1992, includes forfeited amounts of $352,774 and
$283,121, respectively. Total forfeitures amounted to $58,933 in 1993,
$326,639 in 1992, and $142,849 in 1991.
2. TAX STATUS
The Plan obtained its latest determination letter on July 25, 1991, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
plan has been amended since receiving the determination letter. However, the
plan administrator and the plan's tax counsel believe that the plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, they believe that the
plan continues to be qualified and the related trust continues to be tax
exempt.
4
<PAGE> 10
3. PARTIAL TERMINATION
On March 29, 1993, the Company sold its Directional Drilling Services business
to Halliburton Company. As a result of the sale, a significant number of
employees who were participants in the plan were no longer employed by the
Company. This significant decrease in participants was considered a partial
termination, as defined, accordingly, these terminated participants became
100% vested in their respective share of Company contributions and related
earnings.
4. NET ASSETS BY FUND
The net assets available for benefits by Fund as of December 31, 1993 and 1992,
and changes in net assets available for benefits by fund for the year ended
December 31, 1993 are reported on pages 6 through 8.
5
<PAGE> 11
NET ASSETS AVAILABLE FOR BENEFITS BY FUND
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Money International Smith
Market PRIMECAP Wellington Growth Stock
Fund Fund Fund Fund Fund
----------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at market value,
(cost of $34,132,661):
Registered investment company
shares $11,786,201 $3,471,330 $9,035,633 $1,851,949 -
Smith International, Inc.
common stock - - - - 4,274,477
Loans Receivable
from Participants - - - - -
----------- ---------- ---------- ---------- ----------
11,786,201 3,471,330 9,035,633 1,851,949 4,274,477
CASH - - - - 81,763
CONTRIBUTIONS RECEIVABLE:
Employee 6,872 2,066 6,591 1,184 1,373
Employer 117,001 129,930 276,592 50,033 135,969
RECEIVABLES - OTHER 9,108 2,771 7,620 1,136 1,858
TOTAL ASSETS $11,919,182 $3,606,097 $9,326,436 $1,904,302 $4,495,440
----------- ---------- ---------- ---------- ----------
LIABILITIES
PAYABLES - INVESTMENT PURCHASES - - - - 61,025
----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $11,919,182 $3,606,097 $9,326,436 $1,904,302 $4,434,415
=========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Windsor Bond Index Loan
Fund Fund Fund Fund Total
---------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at market value,
(cost of $34,132,661):
Registered investment company
shares $3,560,721 $731,889 $972,009 - $31,409,732
Smith International, Inc.
common stock - - - - 4,274,477
Loans Receivable
from Participants - - - 3,406,960 3,406,960
---------- -------- ---------- ---------- -----------
3,560,721 731,889 972,009 3,406,960 39,091,169
CASH - - - - 81,763
CONTRIBUTIONS RECEIVABLE:
Employee 2,275 452 836 - 21,649
Employer 115,661 23,595 48,285 - 897,066
RECEIVABLES - OTHER 3,294 552 770 - 27,109
TOTAL ASSETS $3,681,951 $756,488 $1,021,900 $3,406,960 $40,118,756
---------- -------- ---------- ---------- -----------
LIABILITIES
PAYABLES - INVESTMENT PURCHASES - - - - 61,025
---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $3,681,951 $756,488 $1,021,900 $3,406,960 $40,057,731
========== ======== ========== ========== ===========
</TABLE>
6
<PAGE> 12
NET ASSETS AVAILABLE FOR BENEFITS BY FUND
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Money International Smith
Market PRIMECAP Wellington Growth Stock
Fund Fund Fund Fund Fund
----------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at market value,
(cost of $31,456,863):
Registered investment company
shares $12,023,508 $2,581,855 $7,381,159 $1,154,869 -
Smith International, Inc.
common stock - - - - 4,930,478
Loans Receivable
from Participants - - - - -
----------- ---------- ---------- ---------- ----------
12,023,508 2,581,855 7,381,159 1,154,869 4,930,478
CASH - - - - 1,716
CONTRIBUTIONS RECEIVABLE:
Employee 157,003 37,193 83,043 17,507 50,870
Employer 92,700 18,776 48,374 11,626 33,514
RECEIVABLES - OTHER 28,758 5,860 17,721 3,224 31,670
NET ASSETS AVAILABLE FOR BENEFITS $12,301,969 $2,643,684 $7,530,297 $1,187,226 $5,048,248
=========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Windsor Bond Index Loan
Fund Fund Fund Fund Total
---------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at market value,
(cost of $31,456,863):
Registered investment company
shares $2,153,845 $464,800 $903,211 - $26,663,247
Smith International, Inc.
common stock - - - - 4,930,478
Loans Receivable
from Participants - - - 3,149,019 3,149,019
---------- -------- -------- ---------- -----------
2,153,845 464,800 903,211 3,149,019 34,742,744
CASH - - - - 1,716
CONTRIBUTIONS RECEIVABLE:
Employee 44,717 9,008 19,357 - 418,698
Employer 17,634 4,062 8,395 - 235,081
RECEIVABLES - OTHER 4,098 799 1,660 - 93,790
NET ASSETS AVAILABLE FOR BENEFITS $2,220,294 $478,669 $932,623 $3,149,019 $35,492,029
========== ======== ======== ========== ===========
</TABLE>
7
<PAGE> 13
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Money International Smith
Market PRIMECAP Wellington Growth Stock
Fund Fund Fund Fund Fund
----------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
at beginning of year $12,301,969 $2,643,684 $7,530,297 $1,187,226 $5,048,248
----------- ---------- ---------- ---------- ----------
PLAN ADDITIONS:
Investment income:
Interest 371,314 - - - -
Dividends - 118,053 540,452 14,878 -
Net realized gain on investments - 36,299 67,672 50,568 752,947
Net unrealized appreciation
(depreciation) of investments - 342,716 429,519 480,995 (206,704)
Contributions:
Employee 1,064,803 315,859 660,456 119,718 312,231
Employer 697,137 260,329 604,551 117,938 320,772
----------- ---------- ---------- ---------- ----------
2,133,254 1,073,256 2,302,650 784,097 1,179,246
----------- ---------- ---------- ---------- ----------
PLAN DEDUCTIONS:
Withdrawals 2,247,613 223,947 733,632 207,477 258,823
----------- ---------- ---------- ---------- ----------
INTER-FUND TRANSFERS:
Increase (decrease) (268,428) 113,104 227,121 140,456 (1,534,256)
----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
at end of year $11,919,182 $3,606,097 $9,326,436 $1,904,302 $4,434,415
=========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Windsor Bond Index Loan
Fund Fund Fund Fund Total
---------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
at beginning of year $2,220,294 $478,669 $ 932,623 $3,149,019 $35,492,029
---------- -------- ---------- ---------- -----------
PLAN ADDITIONS:
Investment income:
Interest - 64,893 - 251,837 688,044
Dividends 290,287 - 27,250 - 990,920
Net realized gain on investments 51,273 12,512 16,883 - 988,154
Net unrealized appreciation
(depreciation) of investments 151,790 7,653 51,583 - 1,257,552
Contributions:
Employee 368,554 71,760 135,988 - 3,049,369
Employer 242,366 52,272 96,615 - 2,391,980
---------- -------- ---------- ---------- -----------
1,104,270 209,090 328,319 251,837 9,366,019
---------- -------- ---------- ---------- -----------
PLAN DEDUCTIONS:
Withdrawals 369,272 53,669 282,863 423,021 4,800,317
---------- -------- ---------- ---------- -----------
INTER-FUND TRANSFERS:
Increase (decrease) 726,659 122,398 43,821 429,125 -
---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
at end of year $3,681,951 $756,488 $1,021,900 $3,406,960 $40,057,731
========== ======== ========== ========== ===========
</TABLE>
8
<PAGE> 14
SCHEDULE I
SMITH INTERNATIONAL, INC. 401 (k) RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Number of Shares
Identity or Current
of Issue Description Principal Amount Cost Value
- - ------------------------- --------------------------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C>
Smith International, Inc.(1) Common stock 488,465 $ 5,096,738 $ 4,274,477
Vanguard Group of
Investment Companies(1) Vanguard Money Market Fund 11,786,201 11,786,201 11,786,201
Vanguard Group of
Investment Companies(1) Vanguard PRIMECAP Fund 188,454 2,791,980 3,471,330
Vanguard Group of
Investment Companies(1) Vanguard Wellington Fund 442,923 8,034,339 9,035,633
Vanguard Group of
Investment Companies(1) Vanguard International Growth Fund 137,080 1,469,616 1,851,949
Vanguard Group of
Investment Companies(1) Vanguard Windsor Fund 255,983 3,366,224 3,560,721
Vanguard Group of
Investment Companies(1) Vanguard Bond Fund 79,381 716,411 731,889
Vanguard Group of
Investment Companies(1) Vanguard Index Fund 22,177 871,152 972,009
Smith International, Inc. Loans Receivable from Participants 3,406,960 3,406,960
401 (k) Retirement Plan(1) (Highest and lowest interest rates ----------- -----------
are 12.5% and 7.0%)
37,539,621 39,091,169
=========== ===========
</TABLE>
(1) Identified party in interest
The foregoing notes are an integral part of this schedule.
9
<PAGE> 15
SCHEDULE II
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Number of
Shares or
Identity of Principal Purchase Selling
Party Involved Description of Assets Amount Price Price
------------------------------------ ----------------------------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Smith International, Inc. Common Stock
Purchases (144) 707,767 $6,659,760
Sales (179) 793,774 $7,867,286
Vanguard Group of Investment Companies Registered investment
company shares:
Vanguard Wellington Fund
Purchases (141) 149,687 3,018,724
Sales (161) 92,002 1,861,440
Vanguard Group of Investment Companies Vanguard Windsor Fund
Purchases (151) 159,850 2,231,716
Sales (82) 72,928 1,027,902
Vanguard Group of Investment Companies Vanguard Money Market Fund
Purchases (219) 9,037,284 9,037,284
Sales (208) 9,274,590 9,274,590
Vanguard Group of Investment Companies Vanguard PRIMECAP Fund
Purchases (105) 66,464 1,160,591
Sales (119) 37,481 650,131
Vanguard Group of Investment Companies Vanguard Bond Fund
Purchases (99) 107,831 1,020,316
Sales (46) 80,911 773,393
</TABLE>
<TABLE>
<CAPTION>
Current Value Net
Identity of of Asset on Gain
Party Involved Description of Assets Cost Transaction Date (Loss)
------------------------------------ ----------------------------- ---------- ---------------- --------
<S> <C> <C> <C> <C>
Smith International, Inc. Common Stock
Purchases (144) $6,659,760
Sales (179) $7,404,552 $7,867,286 $462,734
Vanguard Group of Investment Companies Registered investment
company shares:
Vanguard Wellington Fund
Purchases (141) 3,018,724
Sales (161) 1,716,485 1,861,440 144,955
Vanguard Group of Investment Companies Vanguard Windsor Fund
Purchases (151) 2,231,716
Sales (82) 967,093 1,027,902 60,809
Vanguard Group of Investment Companies Vanguard Money Market Fund
Purchases (219)
Sales (208) 9,274,590 9,037,284
9,274,590 -
Vanguard Group of Investment Companies Vanguard PRIMECAP Fund
Purchases (105) 1,160,591
Sales (119) 552,970 650,131 97,161
Vanguard Group of Investment Companies Vanguard Bond Fund
Purchases (99) 1,020,316
Sales (46) 757,812 773,393 15,581
</TABLE>
NOTE: This schedule is a listing of investment transacitons which exceed 5
percent of the Plan assets as of the beginning of the Plan year.
The foregoing notes are an integral part of this schedule.
10
<PAGE> 16
SIGNATURES
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.
Dated: June 28, 1994
SMITH INTERNATIONAL, INC.
401(k) RETIREMENT PLAN
By: Administrative Committee for
the Smith International, Inc.
Retirement Plan
By: /s/ JOE SIZEMORE
Joe Sizemore, Chairman
By: /s/ VIVIAN M. CLINE
Vivian M. Cline, Member
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