<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, 1994
___________________________________
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 LLP LETTERHEAD]
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, 1994 and 1993, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1994. 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, 1994 and 1993, and the changes in net assets available for
benefits for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.
Our audits were performed 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 the purpose 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 ot the auditing procedures applied
in the audits 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 LLP
- -----------------------------
Arthur Andersen LLP
Houston, Texas
May 19, 1995
<PAGE> 3
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
ASSETS
------
1994 1993
---- ----
<S> <C> <C>
INVESTMENTS, at fair value:
Registered investment company shares $33,982,327 $31,409,732
Smith International, Inc. common stock 6,724,247 4,274,477
Loans Receivable from Participants 4,131,719 3,406,960
----------- -----------
44,838,293 39,091,169
CASH 336,148 81,763
CONTRIBUTIONS RECEIVABLE:
Employee 18,428 21,649
Employer 2,973,124 897,066
RECEIVABLES - OTHER 26,821 27,109
----------- -----------
TOTAL ASSETS $48,192,814 $40,118,756
=========== ===========
LIABILITIES
-----------
PAYABLES - INVESTMENT PURCHASES 299,691 61,025
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $47,893,123 $40,057,731
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 4
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
NET ASSETS AVAILABLE FOR BENEFITS, at beginning of year $40,057,731
-----------
ADDITIONS:
Investment income:
Interest 849,784
Dividends 962,035
Net realized gain on investments 1,835,720
Net unrealized depreciation of investments (895,114)
Contributions:
Employee 3,678,560
Employer 4,650,851
-----------
11,081,836
-----------
DEDUCTIONS:
Withdrawals 3,246,444
-----------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 7,835,392
-----------
NET ASSETS AVAILABLE FOR BENEFITS, at end of year $47,893,123
===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 5
SMITH INTERNATIONAL, INC. 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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 $2,959,700 and $1,191,000 was
recorded in 1994 and 1993, respectively by the Company. 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 upon the later of such
eligible employees' commencement date or the date on which such
employees attain the age of eighteen.
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
1
<PAGE> 6
of service. Upon death, judicial declaration of incompetence, or
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 funds of the
Vanguard Group of Investment Companies (Vanguard Funds) and/or the
Company's common stock:
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.
2
<PAGE> 7
SMITH STOCK FUND
Investments are in the common stock of the Company purchased
on the open market.
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
1994 and 1993, the Company elected to pay all administrative expenses.
In the future, the Company may elect to discontinue paying such
expenses.
3
<PAGE> 8
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
A participant may elect to receive benefit payments of any one of the
several methods provided by the Plan upon termination or retirement.
Plan assets allocated to accounts of participants who have withdrawn
from participation in the earning and operations of the Plan amounted
to $54,943 at December 31, 1994. 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, 1994 and 1993, includes forfeited
amounts of $0 and $352,774, respectively. Total forfeitures amounted
to $39,447 in 1994 and $58,933 in 1993.
2. TAX STATUS
The Plan obtained its latest tax 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> 9
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, those 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, 1994 and 1993,
and changes in net assets available for benefits by fund for the year ended
December 31, 1994 are reported on pages 6 through 8.
5
<PAGE> 10
NET ASSETS AVAILABLE FOR BENEFITS BY FUND
DECEMBER 31, 1994
<TABLE>
<CAPTION>
MONEY INTERNATIONAL SMITH
MARKET PRIMECAP WELLINGTON GROWTH STOCK
FUND FUND FUND FUND FUND
----------- ---------- ---------- ------------- ----------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
Registered investment company
shares $12,707,369 $4,563,762 $9,124,543 $2,198,032 -
Smith International, Inc.
common stock - - - - 6,724,247
Loans Receivable
from Participants - - - - -
----------- ---------- ---------- ---------- ----------
12,707,369 4,563,762 9,124,543 2,198,032 6,724,247
CASH - - - - 336,148
CONTRIBUTIONS RECEIVABLE:
Employee 7,214 1,994 4,653 1,301 1,156
Employer 916,325 374,292 603,922 181,510 349,879
RECEIVABLES - OTHER 9,457 3,012 7,015 1,326 1,737
----------- ---------- ---------- ---------- ----------
TOTAL ASSETS $13,640,365 $4,943,060 $9,740,133 $2,382,169 $7,413,167
----------- ---------- ---------- ---------- ----------
LIABILITIES
-----------
Payables - Investment Purchases - - - - 299,691
----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $13,640,365 $4,943,060 $9,740,133 $2,382,169 $7,113,476
=========== ========== ========== ========== ==========
<CAPTION>
WINDSOR BOND INDEX LOAN
FUND FUND FUND FUND TOTAL
---------- -------- ---------- ---------- -----------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
Registered investment company
shares $3,757,127 $579,721 $1,051,773 - $33,982,327
Smith International, Inc.
common stock - - - - 6,724,247
Loans Receivable
from Participants - - - 4,131,719 4,131,719
---------- -------- ---------- ---------- -----------
3,757,127 579,721 1,051,773 4,131,719 44,838,293
CASH - - - - 336,148
CONTRIBUTIONS RECEIVABLE:
Employee 1,271 242 597 - 18,428
Employer 373,910 60,950 112,336 - 2,973,124
RECEIVABLES - OTHER 3,233 349 692 - 26,821
---------- -------- ---------- ---------- -----------
TOTAL ASSETS $4,135,541 $641,262 $1,165,398 $4,131,719 $48,192,814
---------- -------- ---------- ---------- -----------
LIABILITIES
-----------
Payables - Investment Purchases - - - - 299,691
---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $4,135,541 $641,262 $1,165,398 $4,131,719 $47,893,123
========== ======== ========== ========== ===========
</TABLE>
6
<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
----------- ---------- ---------- ------------- ----------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
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
=========== ========== ========== ========== ==========
<CAPTION>
WINDSOR BOND INDEX LOAN
FUND FUND FUND FUND TOTAL
---------- -------- ---------- ---------- -----------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
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>
7
<PAGE> 12
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
<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 $11,919,182 $3,606,097 $9,326,436 $1,904,302 $4,434,415
----------- ---------- ---------- ---------- ----------
PLAN ADDITIONS:
Investment income:
Interest 532,501 - - - -
Dividends - 115,426 419,373 28,904 -
Net realized gain (loss) on
investments - 37,062 (32,456) 5,339 1,844,428
Net unrealized appreciation
(depreciation) of
investments - 274,020 (424,557) (26,633) (266,238)
Contributions:
Employee 1,041,971 416,852 770,570 264,200 364,324
Employer 1,432,090 542,702 997,866 290,201 536,559
----------- ---------- ---------- ---------- ----------
3,006,562 1,386,062 1,730,796 562,011 2,479,073
----------- ---------- ---------- ---------- ----------
PLAN DEDUCTIONS:
Withdrawals (1,344,996) (258,645) (574,823) (104,361) (262,735)
INTER-FUND TRANSFERS:
Increase (decrease) 59,617 209,546 (742,276) 20,217 462,723
----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
at end of year $13,640,365 $4,943,060 $9,740,133 $2,382,169 $7,113,476
=========== ========== ========== ========== ==========
<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 $3,681,951 $756,488 $1,021,900 $3,406,960 $40,057,731
---------- -------- ---------- ---------- -----------
PLAN ADDITIONS:
Investment income:
Interest - 53,028 - 264,255 849,784
Dividends 365,381 - 32,951 - 962,035
Net realized gain (loss) on
investments 15,170 (32,303) (1,520) - 1,835,720
Net unrealized appreciation
(depreciation) of
investments (374,118) (59,825) (17,763) - (895,114)
Contributions:
Employee 524,600 107,907 188,136 - 3,678,560
Employer 581,685 99,905 169,843 - 4,650,851
---------- -------- ---------- ---------- -----------
1,112,718 168,712 371,647 264,255 11,081,836
---------- -------- ---------- ---------- -----------
PLAN DEDUCTIONS:
Withdrawals (352,829) (31,485) (102,846) (213,724) (3,246,444)
INTER-FUND TRANSFERS:
Increase (decrease) (306,299) (252,453) (125,303) 674,228 -
---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
at end of year $4,135,541 $641,262 $1,165,398 $4,131,719 $47,893,123
========== ======== ========== ========== ===========
</TABLE>
8
<PAGE> 13
SCHEDULE I
SMITH INTERNATIONAL, INC. 401 (k) RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
NUMBER OF SHARES
IDENTITY OR CURRENT
OF ISSUE DESCRIPTION PRINCIPAL AMOUNT COST VALUE
- ----------------------------------------- ------------------------------------ ---------------- ----------- -----------
<S> <C> <C> <C> <C>
Vanguard Group of Investment Companies(1) Vanguard Money Market Fund 12,707,369 $ 2,707,369 $ 12,707
Vanguard Group of Investment Companies(1) Vanguard PRIMECAP Fund 228,417 3,713,637 4,563,762
Vanguard Group of Investment Companies(1) Vanguard Wellington Fund 470,580 8,702,737 9,124,543
Vanguard Group of Investment Companies(1) Vanguard International Growth Fund 163,666 1,906,146 2,198,032
Vanguard Group of Investment Companies(1) Vanguard Windsor Fund 298,422 3,990,333 3,757,127
Vanguard Group of Investment Companies(1) Vanguard Bond Fund 72,015 629,289 579,721
Vanguard Group of Investment Companies(1) Vanguard Index Fund 24,477 995,940 1,051,773
Smith International, Inc. (1) Common stock 538,076 7,416,665 6,724,247
Smith International, Inc. Loans Receivable from Participants 4,131,719 4,131,719
401 (k) Retirement Plan(1) (Highest and lowest interest rates ----------- -----------
are 12.5% and 7.0%)
$44,193,835 $44,838,293
=========== ===========
</Table
- -----------------------------------------
(1)Identified party in interest
The foregoing notes are an integral part of this schedule.
<PAGE> 14
SCHEDULE II
SMITH INTERNATIONAL, INC. 401(k) RETIREMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
</TABLE>
<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 (177) 1,089,743 $15,306,789
Sales (193) 1,017,562 $14,435,209
Vanguard Group of Investment Companies Registered investment
company shares:
Vanguard Wellington Fund
Purchases (150) 154,583 3,082,716
Sales (173) 125,795 2,536,793
Vanguard Group of Investment Companies Vanguard Windsor Fund
Purchases (149) 217,001 3,011,514
Sales (139) 174,565 2,456,162
Vanguard Group of Investment Companies Vanguard Money Market Fund
Purchases (222) 16,488,611 16,488,611
Sales (224) 15,567,443 15,567,443
Vanguard Group of Investment Companies Vanguard PRIMECAP Fund
Purchases (138) 101,837 2,003,761
Sales (141) 61,873 1,222,411
Vanguard Group of Investment Companies Vanguard International Growth Fund
Purchases (138) 108,642 1,488,939
Sales (124) 82,053 1,121,562
<CAPTION>
CURRENT VALUE NET
IDENTITY OF OF ASSET ON GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS COST OF ASSET TRANSACTION DATE (LOSS)
- -------------------------------------- -------------------------------------- ------------- ---------------- ----------
<S> <C> <C> <C> <C>
Smith International, Inc. Common Stock
Purchases (177) $15,306,789
Sales (193) $12,986,862 $14,435,209 $1,448,347
Vanguard Group of Investment Companies Registered investment
company shares:
Vanguard Wellington Fund
Purchases (150) 3,082,716
Sales (173) 2,414,318 2,536,793 122,475
Vanguard Group of Investment Companies Vanguard Windsor Fund
Purchases (149) 3,011,514
Sales (139) 2,387,405 2,456,162 68,757
Vanguard Group of Investment Companies Vanguard Money Market Fund
Purchases (222) 16,488,611 -
Sales (224) 15,567,443 15,567,443
Vanguard Group of Investment Companies Vanguard PRIMECAP Fund
Purchases (138) 2,003,761
Sales (141) 1,082,104 1,222,411 140,307
Vanguard Group of Investment Companies Vanguard International Growth Fund
Purchases (138) 1,488,939
Sales (124) 1,052,409 1,121,562 69,153
</TABLE>
NOTE: This schedule is a listing of investment transactions 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.
