##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Amendment No. 2 to Form
10-Q on Form 10-Q/A
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2005 Commission file number 001-15423 Grant Prideco, Inc.  Delaware
    
    76-0312499(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)400 N . Sam Houston Pkwy. East
Suite 900Houston, Texas
    
    77060(Address of Principal Executive Offices)
    
    (Zip Code)
 (281) 878-8000
(Registrants telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the issuer is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Yes þ No o Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date: Title of Each Class
    
    
    
    Outstanding at May 3, 2005Common Stock, par value $0.01 per share
    
    
    
    124,475,550




---



##### Table of Contents



Explanatory Note
 Controls
and Procedures




---



TABLE OF CONTENTS  PART IITEM 4. Controls and ProceduresPART IIITEM 6. ExhibitsSIGNATURESEXHIBIT INDEXCertification of Michael McShaneCertification of Matthew D. FitzgeraldSection 1350 Certification    Table of Contents  
 PART I 
 ITEM 4.Controls and Procedures Evaluation of Disclosure Controls and Procedures We have performed an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act) as of March 31, 2005. Based on that evaluation,
our management, including our Chief Executive Officer and Chief Financial Officer, concluded that,
as of the end of the period covered by this report (March 31, 2005), our disclosure controls and
procedures were effective in providing reasonable assurance that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SECs rules and forms
and that such information is accumulated and communicated to the Companys management, including
its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Update on Internal Control Over Financial Reporting Our management assessed the effectiveness of our internal control over financial reporting as
of December 31, 2004. In making this assessment, it used the framework entitled Internal Control 
Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation of the COSO framework applied to Grant Pridecos
internal control over financial reporting, and the identification of a material weakness related to
revenue recognition controls over documentation of delivery terms requested by the customer and
customer notification necessary to record revenue prior to customer possession of the product,
management concluded that Grant Prideco did not maintain effective internal control over financial
reporting as of December 31, 2004. In order to address the material weakness identified as of December 31, 2004, management
implemented corrective measures during the first quarter of 2005 including: 1) requiring a
checklist to be completed prior to revenue recognition to ensure that documentation of delivery
terms requested by the customer and customer notification necessary to record revenue prior to
customer possession of the product is complete and accurate, 2) initiating processes and procedures
to better document the terms of sales 3




---



##### Table of Contents



transactions including transaction review and monitoring activities and 3) reviewing all bill
and hold sales transactions during the quarter to ensure that they meet the criteria for revenue
recognition. We believe the corrective actions described above will provide sufficient controls to
remedy the identified material weakness related to revenue recognition, and will improve both our
disclosure controls and procedures and internal control over financial reporting. However, these
controls have not been tested as extensively as required for the annual evaluation under Section
404 of the Sarbanes-Oxley Act of 2002. Additionally, there may be some additional control
procedures implemented in the future to further strengthen the controls over financial
reporting. These were the only changes to Grant
Pridecos internal controls over financial reporting that were
identified in connection with the evaluation required by Rules
13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended
March 31, 2005 that have materially affected, or are reasonably likely
to materially affect, Grant Pridecos internal control over
financial reporting. 
 
 PART II
 
 
 ITEM 6. Exhibits
  31.1
    
    Certification of Michael McShane31.2
    
    Certification of Matthew D. Fitzgerald32.1
    
    Section 1350 Certification




---



##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. GRANT PRIDECO, INC.By:       /s/ MATTHEW D. FITZGERALDMatthew D. FitzgeraldSr. Vice President and Chief Financial OfficerBy:            /s/ GREG L. BOANEGreg L. BoaneCorporate Controller and Principal Accounting Officer
 Date: January 23, 2006 4




---



##### Table of Contents



Exhibit Number
    
    Description31.1
    
    Certification of Michael McShane31.2
    
    Certification of Matthew D. Fitzgerald32.1
    
    Section 1350 Certification