##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 1-8514
 
 SMITH INTERNATIONAL, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    95-3822631(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1310 Rankin Road
    
    77073Houston, Texas
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code (281) 443-3370
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $1.00 par value
    
    New York Stock Exchange, Inc.Preferred Share Purchase Rights
    
    New York Stock Exchange, Inc.
 Securities registered pursuant to Section 12(g) of the Act: None
 þ o
 o þ
 þ o
 þ o
 o
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



EXPLANATORY NOTE
    TABLE OF CONTENTS
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    2ITEM 11. EXECUTIVE COMPENSATION
    
    
    6ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
    
    
    27ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    29ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    30ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    32EX-31.1EX-31.2
  1




---



##### Table of Contents



ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Expiration
    
    
    
    YearDate of
    
    
    
    FirstCurrent
    
    
    
    BecameName
    
    Age
    
    Term
    
    Board Class and Committee Membership
    
    DirectorLoren K. Carroll
    
    
    66
    
    
    
    2011
    
    
    Class I Director
    
    
    1987Dod A. Fraser
    
    
    59
    
    
    
    2011
    
    
    Class I Director; Audit Committee
(Chair), Compensation and Benefits
Committee
    
    
    2004James R. Gibbs
    
    
    65
    
    
    
    2010
    
    
    Class III Director and Lead
Director; Nominating and Corporate
Governance Committee (Chair)
    
    
    1990Robert Kelley
    
    
    64
    
    
    
    2012
    
    
    Class II Director; Compensation and
Benefits Committee (Chair), Audit
Committee
    
    
    2005Luiz Rodolfo Landim Machado
    
    
    53
    
    
    
    2012
    
    
    Class II Director; Audit Committee,
Nominating and Corporate Governance
Committee
    
    
    2008Duane C. Radtke
    
    
    61
    
    
    
    2010
    
    
    Class III Director; Compensation
and Benefits Committee, Nominating
and Corporate Governance Committee
    
    
    2009Doug Rock
    
    
    63
    
    
    
    2012
    
    
    Class II Director; Chairman of the
Board (since 1991)
    
    
    1987John Yearwood
    
    
    50
    
    
    
    2010
    
    
    Class III Director; Chief Executive
Office, President and Chief
Operating Officer
    
    
    2006
 Loren K. Carroll
 Dod A. Fraser
 2




---



##### Table of Contents



James R. Gibbs
 Robert Kelley
 Luiz Rodolfo Landim Machado
 Duane C. Radtke
 3




---



##### Table of Contents



Doug Rock
 John Yearwood
 Executive Officers
  Name and Age
    
    Age
    
    Principal Current Occupation and Other Significant Positions HeldWilliam Restrepo
    
    
    50
    
    
    Senior Vice President, Chief Financial Officer and
Treasurer, since October 2009; Executive Vice President, Chief
Financial Officer and Secretary of Seitel, Inc., July 2005 to
September 2009; Various financial and operational positions at
Schlumberger (most recently, Vice President of Finance  North
and South America, Oilfield Services), August 1985 to June 2005.
Joined the Company in October 2009.Malcolm W. Anderson
    
    
    62
    
    
    Senior Vice President, Human Resources, since December 2006;
Vice President, Human Resources, May 2004 to November 2006.
Joined the Company in May 2004.Richard E. Chandler, Jr.
    
    
    53
    
    
    Senior Vice President and Secretary, since January 2006;
General Counsel, since August 2005; Senior Vice President 
Administration, General Counsel and Secretary of M-I SWACO,
January 2004 to July 2005. Joined predecessor to M-I SWACO in
December 1986.Bryan L. Dudman
    
    
    53
    
    
    Executive Vice President and President, Smith Drilling and
Evaluation, since August 2008; President, Smith Services,
January 2006 to July 2008; Senior Vice President Western
Hemisphere Operations of M-I SWACO, May 1994 to
 4




---



##### Table of Contents



Name and Age
    
    Age
    
    Principal Current Occupation and Other Significant Positions HeldDecember 2005; Joined the Company in January 1979.John J. Kennedy
    
    
    58
    
    
    President and Chief Executive Officer of Wilson, since June
1999; Joined the Company in November 1986.Christopher I.S. Rivers
    
    
    55
    
    
    President and Chief Executive Officer of M-I SWACO, since
January 2009; Chief Operating Officer of M-I SWACO, October 2008
to December 2008; Executive Vice President Product Segments of
M-I SWACO, April 2006 to September 2008; Vice President Eastern
Hemisphere of M-I SWACO, January 2005 to March 2006; Joined the
Company in July 1977.Norman A. Mckay
    
    
    50
    
    
    Executive Vice President and President of Smith
Technologies, since November 2009; President Eastern Hemisphere
of Exterran Holdings, Inc., April 2005 to October 2009; Various
operational and management positions at Schlumberger (most
recently Global Account Director, Oilfield Services), September
1981 to April 2005; Joined the Company in November 2009.Peter J. Pintar
    
    
    51
    
    
    Vice President Corporate Strategy and Development, since
September 2005; Various positions at DTE Energy Company,
including Director, Corporate Development, Managing Director,
Venture Capital Investments; and Director, Investor Relations,
October 1997 to August 2005; Joined the Company in September
2005.Lee A. Turner
    
    
    62
    
    
    Vice President QHSE, since January 2009; Vice President QHSE
of M-I SWACO, January 2005 to December 2008; Joined M-I SWACO in
January 2005.Brian E. Taylor
    
    
    47
    
    
    Vice President and Controller since September 2009; Various
financial positions within the Company (most recently Vice
President  Finance), June 2002 to August 2009; Vice President
and Controller, September 1999 to May 2002; Joined the Company
in September 1999.Geraldine D. Wilde
    
    
    59
    
    
    Vice President, Taxes and Assistant Treasurer, since
February 1998; Joined predecessor to M-I SWACO in December 1986.
 Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Business Conduct and Ethics
  5




---



##### Table of Contents



www.smith.com
 Audit Committee
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview
 Compensation
Objectives.
 
    
    Attract and retain the best available individuals to serve on our executive team;
    
    Motivate our executives to achieve our short- and long-term financial and
operational goals; and
    
    Align our executives interests with those of our other stockholders.
 Compensation Philosophy.
 
    
    A significant portion of executive compensation should be variable and dependent on
company and business unit performance.
    
    The principal measures of performance should be annual financial measures versus
specified goals.
    
    Of the at-risk portion, a significant amount should be paid in equity with vesting
restrictions (i) to align executive interests with those of our other stockholders and
(ii) to promote long-term retention of our executives.
    
    Corporate executives incentive compensation plans should be tied to overall
corporate performance whereas business unit executives plans should be tied in part to
overall corporate performance and in part to the business unit performance for which they
are responsible.
  Decision Process.
 6




---



##### Table of Contents



Benchmarking Group.
 
    
    Baker Hughes Incorporated
    
    BJ Services Company (on August 28, 2010, Baker Hughes
announced that it had closed its acquisition of BJ Services)
    
    Cameron International
Corporation
    
    FMC Technologies, Inc.
    
    Halliburton Company
    
    National Oilwell Varco, Inc.
    
    Schlumberger Limited
    
    Weatherford International Ltd.
 Executive Position Grade Levels.
 Fixed versus Variable Pay.
 Performance Matrices.
  7




---



##### Table of Contents



Percentage of Target Award Paidfor Each Performance Year:2009
    
    2008
    
    2007Annual Cash Bonus Award
    
    
    0% - 79
    %
    
    
    44% - 200
    %
    
    
    35% - 162
    %Annual Equity Award
    
    
    63.2
    %
    
    
    92.6
    %
    
    
    106.5
    %
 Alignment of Interests with Stockholders.
  Executive Compensation Components
 Annual Base Salary.
 
    
    Leadership inside and outside the Company;
    
    Advancing our interests with customers, vendors and in other business
relationships;
    
    Product quality and development;
    
    Advancement in skills and responsibility; and
    
    Financial results.
  Annual Cash Bonus.
  8




---



##### Table of Contents



Annual Restricted Stock Unit Award.
  th
 9




---



##### Table of Contents



2009 Compensation and Performance Year Awards.
  10




---



##### Table of Contents



Annual Cash Bonus.
 Performance Year 2009Name
    
    Grade Level
    
    
    Target AIP %D. Rock*
    
    
    n/a
    
    
    
    120
    %J. Yearwood
    
    
    I
    
    
    
    100
    %W. Restrepo
    
    III
    
    
    65
    %C. Rivers
    
    II
    
    
    85
    %N. Mckay
    
    II
    
    
    85
    %B. Dudman
    
    II
    
    
    85
    %M. Dorman**
    
    II
    
    
    85
    %
 
 *
    
    Mr. Rock serves as our Chairman of the Board, which was an executive officer position during
2009. He was compensated pursuant to his employment agreement and so
was not in any particular
officer grade level.**
    
    Ms. Dorman served as our Executive Vice President, Chief Financial Officer and Treasurer
until October 2009.  ANNUAL PERFORMANCE PLAN 2009 CORPORATE PERFORMANCE MATRIX 80%EARNINGS PER SHARERETURN ON NET CAPITAL
    
    ACTUAL
    
    
    
    
    
    THRESHOLD
    
    
    
    
    
    TARGET
    
    
    
    
    
    MAXIMUMEMPLOYED
    
    $0.66
    
    <$0.94
    
    $0.94
    
    $1.14
    
    $1.34
    
    $1.47
    
    $1.61<10.9%
    
    
    
    
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %THRESHOLD
    
    
    10.9
    %
    
    
    
    
    
    
    0
    %
    
    
    20
    %
    
    
    35
    %
    
    
    60
    %
    
    
    85
    %
    
    
    110
    %ACTUAL
    
    
    11.7
    %
    
    
    0
    %13.2
    %
    
    
    
    
    
    
    0
    %
    
    
    35
    %
    
    
    50
    %
    
    
    75
    %
    
    
    100
    %
    
    
    125
    %TARGET
    
    
    15.5
    %
    
    
    
    
    
    
    0
    %
    
    
    60
    %
    
    
    75
    %
    
    
    100
    %
    
    
    125
    %
    
    
    150
    %17.1
    %
    
    
    
    
    
    
    0
    %
    
    
    85
    %
    
    
    100
    %
    
    
    125
    %
    
    
    150
    %
    
    
    175
    %MAXIMUM
    
    
    18.6
    %
    
    
    
    
    
    
    0
    %
    
    
    110
    %
    
    
    125
    %
    
    
    150
    %
    
    
    175
    %
    
    
    200
    %
 11




---



##### Table of Contents



ANNUAL PERFORMANCE PLAN 2009 CORPORATE PERFORMANCE MATRIX  20%CONSOLIDATED RECEIVABLE AND INVENTORY REDUCTIONFROM DECEMBER 31, 2008 (IN MILLIONS)
    
    PAYOUT EARNED<804
    
    0.0%THRESHOLD
    
    804
    
    20.0%861
    
    36.0%918
    
    52.0%976
    
    68.0%ACTUAL
    
    1,009
    
    77.2%1,033
    
    84.0%TARGET
    
    1,148
    
    100.0%1,205
    
    125.0%1,263
    
    150.0%1,320
    
    175.0%MAXIMUM
    
    1,378
    
    200.0%
  Annual Equity Award.
 ANNUAL PERFORMANCE-BASED RESTRICTED SHARES2009 FISCAL YEAR AWARD MATRIXRESTRICTED SHARES EARNEDRETURN ON NET CAPITAL EMPLOYED
    
    (AS A % OF TARGET AWARD)<10.85%
    
    0.0%THRESHOLD
    
    10.85%
    
    50.0%11.63%
    
    62.5%ACTUAL
    
    11.67%
    
    63.2%12.40%
    
    75.0%13.18%
    
    87.5%13.95%
    
    93.8%TARGET
    
    15.50%
    
    100.0%16.28%
    
    107.5%17.05%
    
    115.0%17.83%
    
    122.5%MAXIMUM
    
    18.60%
    
    130.0%
 12




---



##### Table of Contents



Other Executive Compensation Components
 Perquisites.
 4 01(k) Plan.
 Supplemental Executive
Retirement Plan.
 Change of Control and Employment Agreements
 Change of Control Agreements.
  13




---



##### Table of Contents



14




---



##### Table of Contents



Employment Agreements.
   Pension Plan.
 15




---



##### Table of Contents



COMPENSATION AND BENEFITS COMMITTEE REPORT
  Robert Kelley, Chairman
Dod A. Fraser
James R. Gibbs  Executive Compensation
  Summary Compensation Table
 Change inPension ValueandNonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)
    
    
    ($)(4)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Doug Rock(5)
    
    
    2009
    
    
    $
    1,300,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    240,240
    
    
    $
    9,144
    
    
    $
    1,134,475
    
    
    $
    2,683,859Chairman of the Board
    
    
    2008
    
    
    $
    1,347,115
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,341,600
    
    
    $
    4,212
    
    
    $
    820,690
    
    
    $
    3,513,6172007
    
    
    $
    1,175,000
    
    
    $
    0
    
    
    $
    4,652,695
    
    
    $
    0
    
    
    $
    1,837,230
    
    
    $
    0
    (6)
    
    $
    590,552
    
    
    $
    8,255,477John Yearwood
    
    
    2009
    
    
    $
    942,308
    
    
    $
    0
    
    
    $
    4,499,994
    
    
    $
    0
    
    
    $
    154,000
    
    
    $
    0
    
    
    $
    192,702
    
    
    $
    5,789,004President, Chief ExecutiveOfficer and Chief OperatingOfficerWilliam Restrepo
    
    
    2009
    
    
    $
    96,923
    
    
    $
    0
    
    
    $
    1,497,590
    
    
    $
    0
    
    
    $
    9,384
    
    
    $
    0
    
    
    $
    19,619
    
    
    $
    1,623,516Senior Vice President,
ChiefFinancial Officer andTreasurerChristopher I.S. Rivers
    
    
    2009
    
    
    $
    543,714
    
    
    $
    0
    
    
    $
    1,644,134
    
    
    $
    0
    
    
    $
    290,892
    
    
    $
    0
    
    
    $
    139,647
    
    
    $
    2,618,387President and Chief
ExecutiveOfficer, M-I SWACO
 16




---



##### Table of Contents



Change inPension ValueandNonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)
    
    
    ($)(4)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Norman A. Mckay
    
    
    2009
    
    
    $
    125,001
    
    
    $
    0
    
    
    $
    3,644,131
    
    
    $
    0
    
    
    $
    56,100
    
    
    $
    0
    
    
    $
    53,082
    
    
    $
    3,878,313Executive Vice President
andPresident, Smith
TechnologiesBryan L. Dudman
    
    
    2009
    
    
    $
    637,000
    
    
    $
    0
    
    
    $
    1,644,134
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    182,097
    
    
    $
    2,463,231Executive Vice President
and
    
    
    2008
    
    
    $
    631,092
    
    
    $
    0
    
    
    $
    1,325,722
    
    
    $
    0
    
    
    $
    220,513
    
    
    $
    0
    
    
    $
    185,144
    
    
    $
    2,362,471President, Smith Drilling
and
    
    
    2007
    
    
    $
    485,000
    
    
    $
    0
    
    
    $
    1,890,611
    
    
    $
    0
    
    
    $
    401,944
    
    
    $
    0
    
    
    $
    162,999
    
    
    $
    2,940,554EvaluationMargaret K. Dorman(7)
    
    
    2009
    
    
    $
    505,465
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,863,983
    
    
    $
    3,369,448Former Executive Vice
    
    
    2008
    
    
    $
    578,012
    
    
    $
    0
    
    
    $
    1,493,074
    
    
    $
    0
    
    
    $
    391,592
    
    
    $
    0
    
    
    $
    194,860
    
    
    $
    2,657,538President, Chief Financial
    
    
    2007
    
    
    $
    465,000
    
    
    $
    0
    
    
    $
    1,372,588
    
    
    $
    0
    
    
    $
    424,126
    
    
    $
    0
    
    
    $
    156,130
    
    
    $
    2,417,844Officer and Treasurer
 
 (1)
    
    Performance-based cash bonuses paid pursuant to the AIP are included in column (g).(2)
    
    The amounts in column (e) and (f) reflect the grant date fair value computed in accordance
with FASB ASC Topic 718, based on the closing price of the stock on the date of grant minus
the present value of the dividend stream for the vesting period, assuming a 1-year, 2-year,
3-year and 4-year annual discount rate of 0.27%, 0.67%, 1.12% and 1.56%. The target, threshold
and maximum value of equity awards granted during 2009 are shown below in the Grants of
Plan-Based Awards Table.(3)
    
    The amounts in column (g) reflect the cash bonus awards paid to the named individuals in
2009 for the 2010 performance year under the AIP, which is discussed in more detail under the
heading Compensation Discussion and AnalysisAnnual Cash Bonus. 17




---



##### Table of Contents



(4)
    
    The amounts in column (i) for 2009, which include our contributions to the SERP and
post-2004 SERP (disclosued collectively below as the SERP) and the 401(k) plan and
perquisites, are itemized below:
 LifePerquisite
    
    
    InsuranceSERP
    
    
    401(k)
    
    
    Allowance(a)
    
    
    PremiumsD. Rock
    
    $
    1,064,366
    
    
    $
    18,375
    
    
    $
    32,800
    
    
    $
    18,897J. Yearwood
    
    $
    143,209
    
    
    $
    11,025
    
    
    $
    32,837
    
    
    $
    5,631W. Restrepo
    
    $
    9,631
    
    
    $
    2,523
    
    
    $
    7,027
    
    
    $
    438C. Rivers
    
    $
    89,303
    
    
    $
    17,437
    (b)
    
    $
    26,500
    
    
    $
    6,407N. Mckay
    
    $
    11,555
    
    
    $
    0
    
    
    $
    41,527
    
    
    $
    0B. Dudman
    
    $
    136,669
    
    
    $
    13,475
    
    
    $
    26,537
    
    
    $
    5,416M. Dorman(c)
    
    $
    134,836
    
    
    $
    11,025
    
    
    $
    18,529
    
    
    $
    2,079
 
 (a)
    
    These amounts include a specified dollar amount for U.S. residents for an automobile
allowance, financial planning and tax preparation, mobile phone, medical reimbursement,
club memberships and legal counseling that may be used at the discretion of each
individual and a $3,000 allowance for an annual physical that is paid for by the Company.
All named executive officers except Mr. Mckay are U.S. residents. Mr. Mckay receives our
non-U.S. resident perquisite package under which he received a U.S.$3,000 allowance for
an annual physical that is paid for by the Company, a foreign service allowance of
U.S.$12,500, a foreign cost of living allowance of U.S.$7,780, a car allowance of
AED12,000 (U.S.$3,268) and a housing allowance of AED55,000 (U.S.$14,978). The car
allowance and housing allowance were paid to Mr. Mckay in United Arab Emirates Dirham
(AED) and converted into U.S. dollars for purposes of this disclosure based on the
average conversion rate during the time that Mr. Mckay was employed by the Company in
2009. Perquisites are described in more detail under the heading Compensation Discussion
and AnalysisPerquisites.(b)
    
    Mr. Rivers also participates in the M-I SWACO 401(k) Plan. This amount includes
$3,206 in profit sharing contributions from M-I SWACO.(c)
    
    Ms. Dorman also received a negotiated settlement of $2,697,514 pursuant to her
separation agreement.
 (5)
    
    During 2009, Mr. Rock was our executive Chairman of the Board, an executive officer position.(6)
    
    Due to an increase in the discount rate used in the Smith International, Inc. Restated
Pension Plan, the change in pension value for the 2007 fiscal year was a negative $752. It is
reflected in the above table as being zero change. The change in pension value for 2008 and
2009 were both positive and included in the above table. The restated pension plan is
discussed in the narrative to the Pension Benefits Table below.(7)
    
    Effective October 16, 2009, Ms. Dorman retired from the Company.
 Grants of Plan-Based Awards for Fiscal 2009
  AllOtherStockAwards:
    
    
    All OtherEstimated Possible Payouts
    
    
    Estimated Future Payouts
    
    
    Number
    
    
    Option
    
    
    
    
    
    
    GrantUnder Non-Equity Incentive Plan Awards(1)
    
    
    Under Equity Incentive Plan Awards(2)
    
    
    of
    
    
    Awards:
    
    
    Exercise
    
    
    Date FairShares
    
    
    Number of
    
    
    or Base
    
    
    Value ofof
    
    
    Securities
    
    
    Price of
    
    
    Stock andStock or
    
    
    Underlying
    
    
    Option
    
    
    OptionGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options
    
    
    Awards
    
    
    AwardsName
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)(3)
    
    
    (#)
    
    
    ($/Sh)
    
    
    (4)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    (l)D. Rock
    
    
    12/01/09
    
    
    $
    312,000
    
    
    $
    1,560,000
    
    
    $
    3,120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    J. Yearwood
    
    
    12/01/09
    
    
    $
    200,000
    
    
    $
    1,000,000
    
    
    $
    2,000,000
    
    
    
    84,238
    
    
    
    168,476
    
    
    
    252,714
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,749,991W. Restrepo
    
    
    12/01/09
    
    
    $
    58,500
    
    
    $
    292,500
    
    
    $
    585,000
    
    
    
    13,995
    
    
    
    27,989
    
    
    
    41,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,121,37910/21/09
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,385
    
    
    
    
    
    
    
    
    
    
    $
    750,004C. Rivers
    
    
    12/01/09
    
    
    $
    99,111
    
    
    $
    495,557
    
    
    $
    991,114
    
    
    
    30,778
    
    
    
    61,555
    
    
    
    92,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,466,201N. Mckay
    
    
    12/01/09
    
    
    $
    85,000
    
    
    $
    425,000
    
    
    $
    850,000
    
    
    
    30,778
    
    
    
    61,555
    
    
    
    92,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,466,20111/02/09
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,122
    
    
    
    
    
    
    
    
    
    
    $
    1,999,997B. Dudman
    
    
    12/01/09
    
    
    $
    114,920
    
    
    $
    574,600
    
    
    $
    1,149,200
    
    
    
    30,778
    
    
    
    61,555
    
    
    
    92,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,466,201M. Dorman
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Amounts represent possible payouts for the 2009 performance year under the AIP, which is
discussed in more detail under the heading Compensation Discussion and AnalysisAnnual Cash
Bonus. The actual payout amount is included in column (g) of the summary compensation table.(2)
    
    Amounts represent performance-based restricted stock unit (PBRSU) awards made in December
2009 for the 2010 performance year under the LTIP, which is discussed in more detail under the
heading Compensation Discussion and AnalysisAnnual Restricted Stock Unit Award. If
threshold levels of performance are not met, then no shares would be issued.(3)
    
    Amounts represent new hire time-based restricted stock unit (TBRSU) awards made during 2009
under the LTIP, which is discussed in more detail under the heading Compensation Discussion
and AnalysisAnnual Restricted Stock Unit Award.
 18




---



##### Table of Contents



(4)
    
    The grant date fair market value was determined in accordance with FASB ASC Topic 718, based
on the closing price of the stock on the date of grant minus the present value of the dividend
stream for the vesting period, assuming a 1-year, 2-year, 3-year and 4-year annual discount
rate of 0.27%, 0.67%, 1.12% and 1.56%.
 Outstanding Equity Awards at Fiscal Year End for Fiscal 2009
  Option Awards
    
    
    Stock AwardsEquity
    
    
    EquityIncentive
    
    
    IncentivePlan
    
    
    PlanAwards:
    
    
    Awards:Number
    
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    
    
    
    
    of
    
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    of
    
    
    
    
    
    
    Unearned
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Market
    
    
    Shares,
    
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    Value of
    
    
    Units or
    
    
    Shares,Number of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Shares or
    
    
    Other
    
    
    Units orSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    That
    
    
    Units of
    
    
    Rights
    
    
    OtherUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Have
    
    
    Stock
    
    
    That
    
    
    RightsUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Not
    
    
    That
    
    
    have Not
    
    
    ThatGrant
    
    
    Options (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Have Not
    
    
    Vested
    
    
    Have NotName
    
    Date
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    Vested ($)
    
    
    (#)
    
    
    Vested ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)D. Rock
    
    
    12/04/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,324
    (1)
    
    $
    660,883
    
    
    
    
    
    
    
    12/07/2004
    
    
    
    21,500
    
    
    
    
    
    
    
    
    
    
    $
    28.13
    
    
    
    12/07/2014
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    J. Yearwood
    
    
    12/01/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168,476
    (3)
    
    $
    4,577,49312/01/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,314
    (4)
    
    $
    2,508,171
    
    
    
    
    
    
    
    08/25/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,414
    (1)
    
    $
    119,928
    
    
    
    
    
    
    
    W. Restrepo
    
    
    12/01/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,989
    (3)
    
    $
    760,46110/21/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,385
    (5)
    
    $
    635,370
    
    
    
    
    
    
    
    N. Mckay
    
    
    12/01/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,555
    (3)
    
    $
    1,672,44911/02/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,122
    (5)
    
    $
    2,013,895
    
    
    
    
    
    
    
    C. Rivers
    
    
    12/01/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,555
    (3)
    
    $
    1,672,44912/01/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,752
    (4)
    
    $
    754,022
    
    
    
    
    
    
    
    12/01/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,453
    (6)
    
    $
    338,348
    
    
    
    
    
    
    
    12/04/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,398
    (1)
    
    $
    119,494
    
    
    
    
    
    
    
    12/07/2004
    
    
    
    9,600
    
    
    
    
    
    
    
    
    
    
    $
    28.13
    
    
    
    12/07/2014
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/09/2004
    
    
    
    5,550
    
    
    
    
    
    
    
    
    
    
    $
    31.65
    
    
    
    12/09/2014
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/02/2003
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    $
    19.41
    
    
    
    12/02/2013
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/03/2002
    
    
    
    16,500
    
    
    
    
    
    
    
    
    
    
    $
    17.36
    
    
    
    12/03/2012
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/12/2002
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    $
    22.57
    
    
    
    12/12/2012
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/04/2001
    
    
    
    11,560
    
    
    
    
    
    
    
    
    
    
    $
    11.75
    
    
    
    12/04/2011
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/14/2001
    
    
    
    5,312
    
    
    
    
    
    
    
    
    
    
    $
    26.00
    
    
    
    12/14/2011
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/05/2000
    
    
    
    4,680
    
    
    
    
    
    
    
    
    
    
    $
    15.38
    
    
    
    12/05/2010
    (13)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/19/2000
    
    
    
    5,440
    
    
    
    
    
    
    
    
    
    
    $
    34.13
    
    
    
    12/19/2010
    (14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    B. Dudman
    
    
    12/01/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,555
    (3)
    
    $
    1,672,44912/01/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,453
    (6)
    
    $
    338,348
    
    
    
    
    
    
    
    12/01/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,752
    (4)
    
    $
    754,022
    
    
    
    
    
    
    
    12/04/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,884
    (1)
    
    $
    268,548
    
    
    
    
    
    
    
    12/07/2004
    
    
    
    4,800
    
    
    
    
    
    
    
    
    
    
    $
    28.13
    
    
    
    12/07/2014
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    M. Dorman
    
    
    12/07/2004
    
    
    
    16,000
    
    
    
    
    
    
    
    
    
    
    $
    28.13
    
    
    
    10/16/2012
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/02/2003
    
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    $
    19.41
    
    
    
    10/16/2012
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    These are PBRSUs that vest at the rate of 331/3% a year, based on
satisfaction of performance criteria for the 2008 year, with vesting dates of 12/31/2008,
12/6/2009 and 12/6/2010.(2)
    
    These options vested at the rate of 25% a year, with vesting dates of 12/7/2005, 12/7/2006,
12/7/2007 and 12/7/2008.(3)
    
    These are PBRSUs that vest at the rate of 331/3% a year, subject to satisfaction
of performance criteria for the 2010 year, with vesting dates of 12/31/2010, 12/6/2011 and
12/6/2012.(4)
    
    These are PBRSUs that vest at the rate of 331/3% a year, based on satisfaction of
performance criteria for the 2009 year, with vesting dates of 12/31/2009, 12/6/2010 and
12/6/2011.
 19




---



##### Table of Contents



(5)
    
    These are TBRSUs that vest at the rate of 25% per year, conditioned on continuous
employment through the vest date, with vesting dates of 12/06/2010, 12/06/2011 and 12/06/2012
and 12/06/2013.(6)
    
    These are TBRSUs that vest at the rate of 25% per year, conditioned on continuous employment
through the vest date, with vesting dates of 12/06/2009, 12/06/2010, 12/06/2011 and
12/06/2012.(7)
    
    These awards are Schlumberger Stock Appreciation Rights based on Schlumberger stock price
appreciation. They were awarded as part of the compensation structure at M-I SWACO prior to
the time the individual became an executive officer of the Company and vested at a rate of
25% per year, conditioned on continuous employment through the vest date, with vesting dates
of 12/9/2005, 12/9/2006, 12/9/2007, and 12/9/2008. Maximum payout is limited to 125% of the
initial value of the units subject to the award. The option exercise price is tied to the
price of Schlumberger stock.(8)
    
    These options vested at the rate of 25% a year, with vesting dates of 12/2/2004, 12/2/2005,
12/2/2006 and 12/2/2007.(9)
    
    These options vested at the rate of 25% a year, with vesting dates of 12/3/2003, 12/3/2004,
12/3/2005 and 12/3/2006.(10)
    
    These awards are Schlumberger Stock Appreciation Rights based on Schlumberger stock price
appreciation. They were awarded as part of the compensation structure at M-I SWACO prior to
the time the individual became an executive officer of the Company and vested at a rate of
20% per year with vesting dates of 12/12/2003, 12/12/2004, 12/12/2005, 12/12/2006 and
12/12/2007. The option exercise price is tied to the price of Schlumberger stock.(11)
    
    These options vested at the rate of 25% a year, with vesting dates of 12/4/2002, 12/4/2003,
12/4/2004 and 12/4/2005.(12)
    
    These awards are Schlumberger Stock Appreciation Rights based on Schlumberger stock price
appreciation. They were awarded as part of the compensation structure at M-I SWACO prior to
the time the individual became an executive officer of the Company and vested at a rate of
20% per year with vesting dates of 12/14/2002, 12/14/2003, 12/14/2004, 12/14/2005 and
12/14/2006. The option exercise price is tied to the price of Schlumberger stock.(13)
    
    These options vested at the rate of 25% a year, with vesting dates of 12/5/2001, 12/5/2002,
12/5/2003 and 12/5/2004.(14)
    
    These awards are Schlumberger Stock Appreciation Rights based on Schlumberger stock price
appreciation. They were awarded as part of the compensation structure at M-I SWACO prior to
the time the individual became an executive officer of the Company and vested at a rate of
20% per year with vesting dates of 12/19/2001, 12/19/2002, 12/19/2003, 12/19/2004 and
12/19/2005. The option exercise price is tied to the price of Schlumberger stock.
 Option Exercises and Stock Vested for Fiscal 2009
  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedAcquired on Exercise
    
    
    on Exercise
    
    
    Acquired on Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)D. Rock
    
    
    0
    
    
    $
    0
    
    
    
    65,577
    
    
    $
    1,730,577J. Yearwood
    
    
    0
    
    
    $
    0
    
    
    
    50,572
    
    
    $
    1,370,598W. Restrepo
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    $
    0C. Rivers
    
    
    10,288
    (1)
    
    $
    329,094
    
    
    
    29,637
    
    
    $
    792,944N. Mckay
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    $
    0B. Dudman
    
    
    5,550
    (1)
    
    $
    130,148
    
    
    
    35,122
    
    
    $
    937,693M. Dorman
    
    
    0
    
    
    $
    0
    
    
    
    76,517
    
    
    $
    2,498,280
 
 (1)
    
    Represents exercise of Schlumberger Stock Appreciation Rights based on Schlumberger stock
price appreciation that were awarded as part of the compensation structure at M-I SWACO prior
to the time the individuals became executive officers of the Company.
 20




---



##### Table of Contents



Pension Benefits for Fiscal 2009
  Number of Years
    
    
    Present Value of
    
    
    Payments DuringCredited Service
    
    
    Accumulated Benefit
    
    
    Last Fiscal YearName
    
    Plan Name
    
    
    (#)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)D. Rock
    
    Smith International, Inc.Restated Pension Plan
    
    
    1.5
    
    
    $
    79,907
    
    
    $
    0J. Yearwood
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AW. Restrepo
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AC. Rivers
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AN. Mckay
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AB. Dudman
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AM. Dorman
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  Nonqualified Deferred Compensation for Fiscal 2009
  Executive
    
    
    Registrant
    
    
    
    
    
    
    AggregateContributions in
    
    
    Contributions in
    
    
    Aggregate Earnings
    
    
    Withdrawals/
    
    
    Aggregate BalanceLast FY
    
    
    Last FY
    
    
    (Losses) in Last FY
    
    
    Distributions
    
    
    at Last FYEName
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)D. Rock
    
    $
    728,000
    
    
    $
    1,064,366
    
    
    $
    90,567
    
    
    $
    0
    
    
    $
    19,208,192J. Yearwood
    
    $
    194,422
    
    
    $
    143,209
    
    
    $
    207
    
    
    $
    0
    
    
    $
    403,612W. Restrepo
    
    $
    6,060
    
    
    $
    9,631
    
    
    $
    0
    
    
    $
    0
    
    
    $
    15,691C. Rivers
    
    $
    476,110
    
    
    $
    89,303
    
    
    $
    640,769
    
    
    $
    0
    
    
    $
    2,787,702N. Mckay
    
    $
    6,217
    
    
    $
    11,555
    
    
    $
    0
    
    
    $
    0
    
    
    $
    17,772B. Dudman
    
    $
    160,257
    
    
    $
    136,669
    
    
    $
    661,863
    
    
    $
    0
    
    
    $
    3,649,721M. Dorman
    
    $
    112,619
    
    
    $
    134,836
    
    
    $
    9,973
    
    
    $
    0
    
    
    $
    2,183,715
 
 (1)
    
    Includes age-weighted and matching contributions made by the Company and additional
Company contributions, if any, as explained below. These amounts are reported in the All Other
Compensation column for each named executive officer in the Summary Compensation Table. Smith International, Inc. Post-2004 Supplemental Executive Retirement Plan.
 Age-Weighted Contributions.
 21




---



##### Table of Contents



Matching Contributions.
 Additional Company Contributions.
 Discretionary Profit Sharing Contributions.
   Smith International, Inc. Supplemental Executive Retirement Plan.
  Change of Control and Employment Agreements
 Employment Agreements.
 22




---



##### Table of Contents



Change of Control Agreements.
   
    
    A lump sum cash payment equal to:
    
    The current annual base salary through the date of termination to the extent not
paid and highest annual bonus (as explained below) prorated for the number of days worked
in the year (referred to as accrued obligations).
    
    Any compensation previously deferred by the executive and any accrued vacation pay
to the extent not paid.
    
    The sum of the executives annual base salary and highest annual bonus (as
explained below) multiplied by the termination multiple applicable to the executive (as
explained below), with annual base salary to be
 23




---



##### Table of Contents



calculated as 12 times the highest monthly base salary paid or payable to the executive
during the preceding 12 months.
    
    Any actuarial difference in the SERP benefit the executive would have received had
the executives employment continued for the number of years after the date of the
executives termination multiplied by the termination multiples applicable to the
executive.
    
    For these calculations, the annual bonus is calculated as the highest annual bonus
paid or payable to the executive for the last three full fiscal years prior to the
effective date of the change of control event.
    
    Continued coverage under applicable welfare and benefit plans for a number of years
equal to the termination multiple applicable to the executive.
    
    Outplacement services for the executive.
    
    Any other amounts or benefits required to be paid or provided under any other
Company plan (referred to as other benefits).
    
    A tax gross-up of any excise tax due under the Code. As discussed above, this
provision was eliminated from the 2010 change of control agreements.
  Termination Multiple.
 Stock Incentive Plan.
 Potential Payments upon a Change of Control.
 Welfare andPro Rata
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit PlanBonus for
    
    
    Salary and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Coverage andCurrent
    
    
    Bonus
    
    
    Option
    
    
    Stock
    
    
    SERP
    
    
    Outplacement
    
    
    TaxName
    
    Fiscal Year(1)
    
    
    Severance(2)
    
    
    Awards(3)
    
    
    Awards(4)
    
    
    Benefits(5)
    
    
    Services(6)
    
    
    Gross-Up
    
    
    Total(7)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)D. Rock(8)
    
    $
    240,240
    
    
    $
    433,333
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    673,573J. Yearwood
    
    $
    250,000
    
    
    $
    3,750,000
    
    
    $
    0
    
    
    $
    7,205,593
    
    
    $
    253,015
    
    
    $
    102,386
    
    
    $
    4,010,897
    
    
    $
    15,571,890W. Restrepo(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N. Mckay(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    C. Rivers
    
    $
    385,072
    
    
    $
    2,904,240
    
    
    $
    0
    
    
    $
    2,884,313
    
    
    $
    648,563
    
    
    $
    102,386
    
    
    $
    2,154,030
    
    
    $
    9,078,603B. Dudman
    
    $
    401,944
    
    
    $
    3,233,831
    
    
    $
    0
    
    
    $
    3,033,367
    
    
    $
    668,633
    
    
    $
    102,386
    
    
    $
    1,944,927
    
    
    $
    9,385,088M. Dorman(11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Because the termination is assumed to be effective on December 31, 2009, the amount shown
represents bonus for the full year. 24




---



##### Table of Contents



(2)
    
    Amounts shown in column (c) assume a 3x termination multiple for all executives.(3)
    
    Amounts shown in column (d) represent the value of unvested options that would accelerate
upon a change of control based on the difference between the closing price of our common stock
at the end of fiscal 2009 and the exercise price of the respective options. The number of
vested and exercisable options outstanding for each individual on December 31, 2009 is
included in the Outstanding Equity Awards at Fiscal Year End table.(4)
    
    Amounts shown in column (e) represent the value of unvested performance-based restricted
stock units for the 2010 performance year at the target performance level and unvested
restricted stock units, the vesting of which would accelerate upon a change of control based
on the closing price of our common stock at the end of fiscal 2009.(5)
    
    Amounts shown in column (f) represent the excess of (i) the actuarial equivalent of the
benefit under our current SERP and previous SERP and (ii) the actuarial equivalent of the
executives actual benefit, if any, as of the date of termination, assuming that the
executives base salary and contribution amounts remain at the same level as the highest
monthly salary paid during fiscal year 2009. Amounts assume a 3x termination multiple for all
executives.(6)
    
    Amounts shown in column (g) represent the continuation of benefits to the executive and the
executives family equal to those that would have been provided to them in accordance with the
plans if (i) the executives employment had not terminated and (ii) the executive had remained
employed and retired on the last day of such period, assuming full family coverage at the
lowest deductible amounts under all benefit plans for each individual. Amounts assume benefits
for three years for all executives. This amount also includes $50,000 in outplacement services
for each executive.(7)
    
    Assuming the terms of the 2010 change of control agreements had been in effect as of December
31, 2009, none of the named executive officers would have received tax gross-up payments.
Accordingly, the total paid to Messrs. Yearwood, Rivers and Dudman would have been
$11,560,994, $6,924,574 and $7,440,161.(8)
    
    Mr. Rocks change of control payments are governed by the terms of the Rock agreement,
discussed above.(9)
    
    Mr. Restrepo did not have a 2009 change of control agreement. Assuming the terms of his 2010
change of control agreement had been in effect as of December 31, 2009, he would have received
the following amounts: Welfare andPro Rata
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit PlanBonus for
    
    
    Salary and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Coverage andCurrent
    
    
    Bonus
    
    
    Option
    
    
    Stock
    
    
    SERP
    
    
    Outplacement
    
    
    TaxName
    
    Fiscal Year(1)
    
    
    Severance(2)
    
    
    Awards(3)
    
    
    Awards(4)
    
    
    Benefits(5)
    
    
    Services(6)
    
    
    Gross-Up
    
    
    Total(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)W. Restrepo
    
    $
    45,045
    
    
    $
    1,485,135
    
    
    $
    0
    
    
    $
    1,395,832
    
    
    $
    90,734
    
    
    $
    102,386
    
    
    $
    0
    
    
    $
    3,119,131
 
 (10)
    
    Mr. Mckay did not have a 2009 change of control agreement. Assuming the terms of his 2010
change of control agreement had been in effect as of December 31, 2009, he would have received
the following amounts: Welfare andPro Rata
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit PlanBonus for
    
    
    Salary and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Coverage andCurrent
    
    
    Bonus
    
    
    Option
    
    
    Stock
    
    
    SERP
    
    
    Outplacement
    
    
    TaxName
    
    Fiscal Year(1)
    
    
    Severance(2)
    
    
    Awards(3)
    
    
    Awards(4)
    
    
    Benefits(5)
    
    
    Services(6)
    
    
    Gross-Up
    
    
    Total(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)N. Mckay
    
    $
    336,600
    
    
    $
    2,509,800
    
    
    $
    0
    
    
    $
    3,686,344
    
    
    $
    151,438
    
    
    $
    102,386
    
    
    $
    0
    
    
    $
    6,786,568
 
 (11)
    
    Ms. Dorman was not an employee of the Company as of December 31, 2009.  25




---



##### Table of Contents



Director Compensation
  Change inPensionFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andEarned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Nonqualifiedor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All Otherin Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)Loren Carroll
    
    $
    118,000
    
    
    $
    200,003
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    318,003Dod A. Fraser
    
    $
    143,000
    
    
    $
    200,003
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    5,000
    (1)
    
    $
    348,003James R. Gibbs
    
    $
    153,000
    
    
    $
    200,003
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    353,003Robert Kelley
    
    $
    138,000
    
    
    $
    0
    (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,000
    (1)
    
    $
    139,000Luiz Rodolfo Landim
Machado
    
    $
    106,000
    
    
    $
    200,003
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    306,003Duane Radtke
    
    $
    21,647
    
    
    $
    199,986
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    221,633
 
 (1)
    
    These amounts represent matching educational gifts made on behalf of Mr. Fraser and Mr.
Kelley, as indicated.(2)
    
    Mr. Kelley deferred the issuance of his annual common stock award until his retirement from
our board of directors. Directors Compensation
  Non-Employee Director Programs
  Director Stock Ownership Guidelines
  26




---



##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 EQUITY COMPENSATION PLAN INFORMATION
  (a)
    
    
    (b)
    
    
    (c)Number of SecuritiesNumber of
    
    
    
    
    
    
    Remaining Available forSecurities to be
    
    
    
    
    
    
    Future issuance underIssued upon Exercise
    
    
    Weighted Average
    
    
    Equity Compensationof Outstanding
    
    
    Exercise Price of
    
    
    Plans (ExcludingOptions, Warrants
    
    
    Outstanding Options,
    
    
    Securities Reflected inPlan Category
    
    and Rights
    
    
    Warrants and Rights
    
    
    Column(a))Equity
compensation plans
approved by
security holders
    
    
    5,279,496
    (1)
    
    $
    20.05
    (2)
    
    
    381,081Equity compensation
plans not approved
by security holders
    
    Not applicable
    
    Not applicable
    
    Not applicableTotal
    
    
    5,279,496
    (1)
    
    $
    20.05
    (2)
    
    
    381,081
 
 (1)
    
    Includes an aggregate of 4,161,514 time-based restricted stock units and performance-based
restricted stock units awarded to employees; 1,058,859 non-qualified stock options awarded to
employees; and 59,123 restricted stock units to be awarded to directors upon their retirement
from the board.(2)
    
    Weighted average exercise price of outstanding options; excludes restricted stock units and
performance-based restricted stock units. 27




---



##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Nature of
    
    Percent ofName and Address of Beneficial Owner
    
    Beneficial Ownership
    
    ClassT. Rowe Price Associates, Inc.
    
    
    18,335,302
    (1)
    
    
    7.4
    %100 East Pratt Street
Baltimore, Maryland 21202FMR LLC
    
    
    16,908,065
    (2)
    
    
    6.8
    %82 Devonshire St. 
Boston, MA 02109BlackRock, Inc.
    
    
    14,736,712
    (3)
    
    
    6.0
    %40 East 52nd Street 
New York, NY 10022The Growth Fund
    
    
    12,697,098
    (4)
    
    
    5.1
    %333 South Hope Street
Los Angeles, California 90071
 
 (1)
    
    Based upon the statement on Schedule 13G filed with the SEC on January 11, 2010. Such
filing indicates that T. Rowe Price Associates, Inc. (Price Associates) has sole voting
power over 4,872,222 shares of our common stock and sole dispositive power over 18,335,302
shares of our common stock. These securities are owned by various individual and institutional
investors for which Price Associates serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly disclaims that it is
the beneficial owner of such securities.(2)
    
    Based upon the statement on Schedule 13G filed with the SEC on February 16, 2010. Such filing
indicates that FMR LLC has sole voting power over 257,616 shares of our common stock and sole
dispositive power over 16,908,065 shares of our common stock.(3)
    
    Based upon the statement on Schedule 13G filed with the SEC on January 29, 2010.(4)
    
    Based on the statement on Schedule 13G filed with the SEC on February 12, 2010. Such filing
indicates that The Growth Fund has sole voting power over 12,697,098 shares of our common
stock and sole dispositive power over no shares of our common stock. Such filing also
indicates that The Growth Fund is advised by CRMC which manages equity assets for various
investment companies through two divisions, Capital Research Global Investors and Capital
World Investors. These divisions generally function separately from each other with respect to
investment research activities and they make investment decisions and proxy voting decisions
for the investment companies on a separate basis. 28




---



##### Table of Contents



Amount and Nature of
    
    Percent ofName of Beneficial Owner
    
    Beneficial Ownership (1)
    
    ClassLoren K. Carroll
    
    
    193,662
    
    
    
    
    *Dod A. Fraser
    
    
    27,179
    
    
    
    
    *James R. Gibbs (2)(3)
    
    
    46,207
    
    
    
    
    *Robert Kelley (4)
    
    
    11,994
    
    
    
    
    *Luiz Rodolfo Landim Machado
    
    
    12,096
    
    
    
    
    *Duane C. Radtke
    
    
    20,463
    
    
    
    
    *William J. Restrepo
    
    
    18,000
    
    
    
    
    *Christopher I. S. Rivers (5)
    
    
    108,796
    
    
    
    
    *Bryan L. Dudman (5)
    
    
    74,261
    
    
    
    
    *Norman A. Mckay
    
    
    1,000
    
    
    
    
    *Margaret K. Dorman
    
    
    (6
    )
    
    
    
    *Doug Rock
    
    
    844,605
    
    
    
    
    *John Yearwood
    
    
    46,519
    
    
    
    
    *All directors and executive officers as a group (17 persons)
    
    
    1,596,466
    
    
    
    
    *
 
 *
    
    Less than 1%.(1)
    
    The amounts reported include shares of our common stock that could be acquired within 60 days
of April 22, 2010 through the exercise of stock options as follows: Mr. Carroll: 59,000
shares; Mr. Dudman: 4,800 shares; Mr. Rivers: 60,340 shares; Mr. Rock: 21,500 shares; and all
directors and executive officers as a group: 180,290 shares.(2)
    
    The amounts reported do not include 24,000 restricted stock units held by Mr. Gibbs. Each
such restricted stock unit represents a contingent right to receive one share of our common
stock and was granted to Mr. Gibbs in 1999 in connection with the termination of the
Directors Retirement Plan. The shares will not be issued until the restricted stock units
vest upon retirement after ten years of service as a director. Mr. Gibbs currently has no
voting or investment power with respect to the related shares of our common stock.(3)
    
    The amounts reported include 2,000 shares held by Mr. Gibbs spouse.(4)
    
    The amounts reported do not include 15,671 shares, the receipt of which were deferred by Mr.
Kelley until his retirement from the board of directors.(5)
    
    The amounts reported include shares of our common stock allocated to accounts under a 401(k)
plan as follows: Mr. Dudman: 24,107 shares; Mr. Rivers: 7,152 shares; and all directors and
executive officers as a group: 31,976 shares.(6)
    
    Ms. Dorman resigned from her position with the Company, effective October 16, 2009. We are
not reasonably able to determine at this time how many shares of our common stock are owned by
Ms. Dorman. 
 ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
  29




---



##### Table of Contents



Director Independence
  (1)
    
    Mr. Gibbs is Chairman of the Board, and former President and Chief
Executive Officer, of Frontier Oil Corporation.(2)
    
    Mr. Fraser is a director of Forest Oil Corporation and Terra
Industries.(3)
    
    Mr. Kelley is a director of Cabot Oil & Gas Corporation and OGE Energy
Corp.(4)
    
    Mr. Landim is a director of Globex Utilidades S.A.(5)
    
    Mr. Carroll is a director of Forest Oil Corporation.(6)
    
    Mr. Radtke is a director of NFR Energy; 35% owner of Juniper
Exploration LLP and 100% owner of Valiant Exploration LLC.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2009
    
    
    2008Audit Fees
    
    $
    5,115,000
    
    
    $
    5,720,000Audit-Related Fees
    
    
    191,000
    
    
    
    371,000Tax Fees
    
    
    0
    
    
    
    1,193,000All Other Fees
    
    
    0
    
    
    
    0Total
    
    $
    5,306,000
    
    
    $
    7,284,000
 Audit Fees
 30




---



##### Table of Contents



Audit-Related Fees
 Tax Fees
 Services Provided by Deloitte & Touche LLP
  31




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   2.1
    
    
    
    Agreement and Plan of Merger, dated as of February 21, 2010, by and among
Schlumberger Limited (Schlumberger N.V.), Turnberry Merger Sub Inc., and Smith
International, Inc. Filed as Exhibit 2.1 to the Companys report on Form 8-K filed
on February 22, 2010 and incorporated herein by reference.3.1
    
    -
    
    Restated Certificate of Incorporation of the Company dated July 26, 2005, as amended
on June 4, 2008. Filed as Exhibit 3.1 to the Companys report on Form 10-Q for the
quarter ended June 30, 2008 and incorporated herein by reference.3.2
    
    -
    
    Amended and Restated Bylaws of the Company dated October 22, 2008. Filed as Exhibit
3.1 to the Companys report on Form 8-K filed on October 28, 2008 and incorporated
herein by reference.4.1
    
    -
    
    Rights Agreement, dated as of June 8, 2000, between the Company and First Chicago
Trust Company of New York, as Rights Agent. Filed as Exhibit 4.1 to the Companys
report on
Form 8-A, dated June 15, 2000, and incorporated herein by reference.4.2
    
    -
    
    Amendment to Rights Agreement dated June 8, 2000, by and among the Company and
First Chicago Trust Company of New York and effective as of October 1, 2001. Filed
as Exhibit 4.1 to the Companys report on Form 10-Q for the quarter ended September
30, 2001 and incorporated herein by reference.4.3
    
    -
    
    Amendment No. 2 to Rights Agreement by and among the Company and EquiServe Trust
Company, N.A. and effective as of December 31, 2002. Filed as Exhibit 4.3 to the
Companys report on Form 10-K for the year ended December 31, 2002 and incorporated
herein by reference.4.4
    
    
    
    Amendment No. 3, dated as of February 21, 2010, to Rights Agreement, dated as of
June 8, 2000, between Smith International, Inc. and Computershare Trust Company,
N.A. as rights agent. Filed as Exhibit 4.1 to the Companys report on Form 8-K
filed on February 22, 2010 and incorporated herein by reference.4.5
    
    -
    
    Form of Indenture between the Company and The Bank of New York, as Trustee. Filed as
Exhibit 4.1 to the Companys Registration Statement on Form S-3 dated August 22,
1997 and incorporated herein by reference.4.6
    
    -
    
    First Supplemental Indenture dated as of March 19, 2009, between Smith
International, Inc. and the Bank of New York Mellon, as Trustee, with respect to the
issuance of the 8.625% Senior Notes due 2014 and the 9.750% Senior Notes due 2019.
Filed as Exhibit 4.1 to the Companys report on Form 8-K filed on March 20, 2009 and
incorporated herein by reference.4.7
    
    -
    
    Form of Senior Note due 2011. Filed as Exhibit 4.1 to the Companys report on Form
8-K filed on February 15, 2001 and incorporated herein by reference.4.8
    
    -
    
    Form of 8.625% Senior Notes due 2014. Filed as Exhibit 4.2 to the Companys report
on Form 8-K filed on March 20, 2009 and incorporated herein by reference.
 32




---



##### Table of Contents



4.9
    
    -
    
    Form of Senior Note due 2016. Filed as Exhibit 4.1 to the Companys report on Form
8-K filed on \June 15, 2006 and incorporated herein by reference.4.10
    
    -
    
    Form of 9.750% Senior Notes due 2019. Filed as Exhibit 4.3 to the Companys report
on Form 8-K filed on March 20, 2009 and incorporated herein by reference.10.1+
    
    -
    
    Smith International, Inc. Third Amended and Restated 1989 Long-Term Incentive
Compensation Plan, effective January 1, 2008. Filed as Exhibit 10.1 to the
Companys report on Form 8-K filed on May 19, 2008 and incorporated herein by
reference.10.2+*
    
    -
    
    First Amendment to the Smith International, Inc. Third Amended and Restated 1989
Long-Term Incentive Compensation Plan.10.3+*
    
    -
    
    Second Amendment to the Smith International, Inc. Third Amended and Restated 1989
Long-Term Incentive Compensation Plan.10.4+
    
    -
    
    Smith International, Inc. Form of Nonstatutory Option Agreement as amended December
2006. Filed as Exhibit 10.5 to the Companys report on Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.10.5+
    
    -
    
    Smith International, Inc. Form of Restricted Stock Unit Agreement as amended
December 2005. Filed as Exhibit 10.4 to the Companys report on Form 10-K for the
year ended December 31, 2005 and incorporated herein by reference.10.6+
    
    -
    
    Smith International, Inc. Form of Restricted Stock Unit Agreement as amended
December 2006. Filed as Exhibit 10.7 to the Companys report on Form 10-K for the
year ended December 31, 2006 and incorporated herein by reference.10.7+
    
    -
    
    Smith International, Inc. Form of Restricted Stock Unit Agreement as amended
December 2007. Filed as Exhibit 10.7 to the Companys report on Form 10-K for the
year ended December 31, 2007 and incorporated herein by reference.10.8+
    
    -
    
    Smith International, Inc. Form of Restricted Stock Unit Agreement as amended
December 2008. Filed as Exhibit 10.7 to the Companys report on Form 10-K for the
year ended December 31, 2008 and incorporated herein by reference.10.9+*
    
    -
    
    Smith International, Inc. Form of Restricted Stock Unit Agreement as amended
December 2009.10.10+
    
    -
    
    Smith International, Inc. Form of Performance-Based Restricted Stock Unit Agreement
as amended December 2006. Filed as Exhibit 10.9 to the Companys report on Form
10-K for the year ended December 31, 2006 and incorporated herein by reference.10.11+
    
    -
    
    Smith International, Inc. Form of Performance-Based Restricted Stock Unit Agreement
as amended December 2007. Filed as Exhibit 10.10 to the Companys report on Form
10-K for the year ended December 31, 2007 and incorporated herein by reference.10.12+
    
    -
    
    Smith International, Inc. Form of Performance-Based Restricted Stock Unit Agreement
as amended December 2008. Filed as Exhibit 10.11 to the Companys report on Form
10-K for the year ended December 31, 2008 and incorporated herein by reference.10.13+*
    
    -
    
    Smith International, Inc. Form of Performance-Based Restricted Stock Unit Agreement
as amended December 2009.10.14+
    
    -
    
    Director Compensation Summary of Smith International, Inc. effective January 1,
2008. Filed as Exhibit 10.11 to the Companys report on Form 10-K for the year
ended December 31, 2007 and incorporated herein by reference.
 33




---



##### Table of Contents



10.15+
    
    -
    
    Form of Director Indemnification Agreement as of February 28, 2007. Filed as
Exhibit 10.28 to the Companys report on Form 10-K for the year ended December 31,
2006 and incorporated herein by reference.10.16+
    
    -
    
    Smith International, Inc. Supplemental Executive Retirement Plan, as amended to
date. Filed as Exhibit 10.1 to the Companys report on Form 10-Q for the quarter
ended September 30, 2001 and incorporated herein by reference.10.17+*
    
    -
    
    Smith International, Inc. Amended and Restated Post-2004 Supplemental Executive
Retirement Plan effective as of January 1, 2008.10.18+
    
    -
    
    Smith International, Inc. Amended and Restated Executive Officer Annual Incentive
Plan effective as of January 1, 2008, dated October 17, 2007. Filed as Exhibit
10.14 to the Companys report on Form 10-K for the year ended December 31, 2007 and
incorporated herein by reference.10.19+
    
    -
    
    Employment Agreement effective January 1, 2009 between the Company and Doug Rock.
Filed as Exhibit 10.1 to the Companys report on Form 8-K filed on December 19, 2008
(filed on
December 19, 2008) and incorporated herein by reference.10.20+
    
    -
    
    Amended and Restated Employment Agreement dated December 31, 2008 between the
Company and Bryan L. Dudman. Filed as Exhibit 10.19 to the Companys Form 10-K for
the year ended December 31, 2008 and incorporated herein by reference.10.21+
    
    -
    
    Form of Change-of-Control Employment Agreement as of April 2006. Filed as Exhibit
10.2 to the Companys report on Form 8-K filed on May 1, 2006 and incorporated
herein by reference.10.22+
    
    -
    
    Form of Change-of-Control Employment Agreement as of December 2008. Filed as
Exhibit 10.1 to the Companys report on Form 8-K filed on December 23, 2008 and
incorporated herein by reference.10.23+
    
    
    
    Form of Change-of-Control Employment Agreement as of January 1, 2010. Filed as
Exhibit 10.1 to the Companys report on Form 8-K filed on January 26, 2010 and
incorporated herein by reference.10.24+
    
    -
    
    Form of Employment Agreement for Advisors as of April 2006. Filed as Exhibit 10.3
to the Companys report on Form 8-K dated May 1, 2006 and incorporated herein by
reference.10.25+
    
    -
    
    Letter Agreement on Non-Competition between the Company and Loren K. Carroll dated
May 9, 2008. Filed as Exhibit 10.1 to the Companys report on Form 10-Q for the
quarter ended March 31, 2008 and incorporated herein by reference.10.26+
    
    
    
    Separation Agreement dated September 25, 2009, executed on September 28, 2009,
between Margaret K. Dorman and Smith International, Inc. Filed as Exhibit 10.1 to
the Companys report on Form 8-K filed on October 1, 2009 and incorporated herein by
reference.10.27+
    
    
    
    Form of General Release between Margaret K. Dorman and Smith International, Inc.
Filed as Exhibit 10.2 to the Companys report on Form 8-K filed on October 1, 2009
and incorporated herein by reference.10.28+
    
    
    
    Letter Agreement dated October 1, 2009 between William Restrepo and Smith
International, Inc. Filed as Exhibit 10.2 to the Companys report on Form 8-K filed
on October 1, 2009 and incorporated herein by reference.10.29
    
    -
    
    Credit Agreement dated as of May 5, 2005 among the Company and M-I L.L.C., the
Lenders From Time to Time Party Thereto and Comerica Bank, as Administrative Agent,
ABN AMRO Bank N.V., as Syndication Agent, Den Norske Bank ASA, as Documentation
Agent, and Calyon
 34




---



##### Table of Contents



New York Branch and RBS Securities Corporation, as Co-Lead
Arrangers and Joint Bookrunners. Filed as Exhibit 10.1 to the Companys report on
Form 10-Q for the quarter ended March 31, 2005 and incorporated herein by reference.10.30
    
    
    
    Third Amendment to May 5, 2005 Credit Agreement, dated March 3, 2009, among Smith
International, Inc., M-I L.L.C., Comerica Bank, as administrative agent, the other
agents named therein, and the lender parties thereto. Filed as Exhibit 10.2 to the
Companys report on Form 8-K filed on March 9, 2009 and incorporated herein by
reference.10.31
    
    
    
    Termination Notice related to the $400 Million Smith International, Inc. and M-I LLC
Revolving Credit Facility dated May 5, 2005 between the Company and M-I LLC as
borrowers and Comerica Bank as Administrative Agent for the Lenders therein. Filed
as Exhibit 10.2 to the Companys report on Form 8-K filed on December 14, 2009 and
incorporated herein by reference.10.32
    
    -
    
    Credit Agreement dated as of August 20, 2008 among the Company, Fortis Bank SA/NV,
New York Branch, as administrative agent, the other agents named therein, and the
lenders parties thereto. Filed as Exhibit 10.1 to the Companys report on Form 8-K
filed on August 25, 2008 and incorporated herein by reference.10.33
    
    
    
    First Amendment to August 20, 2008 Credit Agreement, dated March 3, 2009, among
Smith International, Inc., Fortis Bank SA/NV, New York Branch, as administrative
agent, the other agents named therein and the lender parties thereto. Filed as
Exhibit 10.1 to the Companys report on Form 8-K filed on March 9, 2009 and
incorporated herein by reference.10.34
    
    
    
    Credit Agreement, dated as of March 9, 2009, among Smith International, Inc., the
Lenders from time to time party thereto, and DBN NOR Bank ASA, as administrative
agent Calyon New York Branch, as syndication agent, Wells Fargo Bank, N.A., as
senior managing agent, and DNB NOR Bank ASA and Calyon New York Branch as co-lead
arrangers and joint bookrunners. Filed as Exhibit 10.3 to the Companys report on
Form 8-K filed on March 9, 2009 and incorporated herein by reference.10.35
    
    
    
    Credit Agreement, dated as of July 24, 2009, among Smith International, Inc., the
Lenders from time to time party thereto, and DNB NOR Bank ASA, as administrative
agent, Wells Fargo Bank, N.A., as syndication agent, Calyon New York Branch, as
senior managing agent, and DNB NOR Bank ASA and Wells Fargo Securities. LLC as
co-lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Companys
report on Form 8-K filed on July 27, 2009 and incorporated herein by reference.10.36
    
    
    
    Credit Agreement, dated as of December 10, 2009, among Smith International, Inc. and
M-I LLC, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A.,
as administrative agent; Wells Fargo Bank, N.A., as syndication agent; Calyon New
York Branch, DNB NOR Bank ASA and Fortis Bank SA/NV, New York Branch, as
co-documentation agents; J.P. Morgan Securities Inc., Wells Fargo Securities, LLC,
Calyon New York Branch, DNB NOR Bank ASA, as co-lead arrangers; and J.P. Morgan
Securities Inc. and Wells Fargo Securities, LLC, as joint bookrunners. Filed as
Exhibit 10.1 to the Companys report on Form 8-K filed on December 14, 2009 and
incorporated herein by reference.21.1*
    
    -
    
    Subsidiaries of the Company.23.1*
    
    -
    
    Consent of Independent Registered Public Accounting Firm.31.1***
    
    -
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2***
    
    -
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 35




---



##### Table of Contents



32.1**
    
    -
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 ***
    
    The Companys original certifications pursuant to Rule 13a-14a and Rule
14d-14(a) are filed with the Original Form 10-K filed on March 1, 2010. The
certifications filed with this Amendment are limited to the matters addressed herein. 36




---



##### Table of Contents



SIGNATURES
  SMITH INTERNATIONAL, INC.April 30, 2010
    By:
    /s/ John YearwoodJohn YearwoodChief Executive Officer, President and
 Chief Operating Officer  /s/ Doug Rock

(Doug Rock)
    
    Chairman of the Board
    
    April 30, 2010/s/ John Yearwood

(John Yearwood)
    
    Chief Executive Officer, President and 

Chief Operating Officer 
(principal
executive officer) and Director
    
    April 30, 2010/s/ William Restrepo

(William Restrepo)
    
    Senior Vice President, Chief Financial 

Officer and Treasurer (principal financial
and accounting officer)
    
    April 30, 2010/s/ Loren K. Carroll

(Loren K. Carroll)
    
    Director
    
    April 30, 2010/s/ Dod A. Fraser

(Dod A. Fraser)
    
    Director
    
    April 30, 2010/s/ James R. Gibbs

(James R. Gibbs)
    
    Director
    
    April 30, 2010/s/ Robert Kelley

(Robert Kelley)
    
    Director
    
    April 30, 2010/s/Luiz Rodolfo Landim Machado

(Luiz Rodolfo Landim Machado)
    
    Director
    
    April 30, 2010/s/Duane Radtke

(Duane Radtke)
    
    Director
    
    April 30, 2010