1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996) For the fiscal year ended DECEMBER 31, 1998 ------------------------------------------------ Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from to -------------- ---------------------- Commission file number 1-12317 -------------------------------------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN ------------------------------------------- B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office NATIONAL-OILWELL, INC. ------------------------------------- 10000 RICHMOND AVENUE - ------------------------------------------------------------------------------- 4TH FLOOR - ------------------------------------------------------------------------------- HOUSTON, TEXAS 77042-4200 - -------------------------------------------------------------------------------
2 REQUIRED INFORMATION National-Oilwell Retirement and Thrift Plan Financial Statements and Schedules prepared in accordance with financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN June 24, 1999 /s/ Daniel L. Molinaro - ------------------------ ------------------------------------------- Date Daniel L. Molinaro Treasurer for National-Oilwell, Inc. and National-Oilwell Benefits Plan Administrative Committee Member 2
3 INDEX TO EXHIBITS EXHIBIT - ------- 23.1 Consent of Ernst and Young LLP 99.1 National-Oilwell Retirement and Thrift Plan Financial Statements and Schedules prepared in accordance with financial reporting requirements of ERISA. (Supplemental Schedule, Item 27(b)--Schedule of Loans or Fixed Income Obligations, is omitted because it is not applicable.) 3
1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-46459) pertaining to the National-Oilwell Retirement and Thrift Plan of our report dated June 7, 1999, with respect to the financial statements and schedules of the National-Oilwell Retirement and Thrift Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. /s/ Ernst & Young LLP June 23, 1999 Houston, Texas
1 EXHIBIT 99.1 National-Oilwell Retirement and Thrift Plan Financial Statements and Supplemental Schedules Year ended December 31, 1998 CONTENTS Report of Independent Auditors...........................................1 Audited Financial Statements Statements of Net Assets Available for Benefits..........................2 Statement of Changes in Net Assets Available for Benefits................3 Notes to Financial Statements............................................4 Supplemental Schedules Item 27(a) - Schedule of Assets Held for Investment Purposes............12 Item 27(d) - Schedule of Reportable Transactions........................13
2 Report of Independent Auditors The Benefit Plan Administrative Committee National-Oilwell Retirement and Thrift Plan We have audited the accompanying statements of net assets available for benefits of National-Oilwell Retirement and Thrift Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements 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 management, 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 at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, schedule of loans or fixed income obligations as of December 31, 1998, and reportable transactions for the year ended December 31, 1998, are presented for 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP June 7, 1999
3 National-Oilwell Retirement and Thrift Plan Statements of Net Assets Available for Benefits DECEMBER 31 1998 1997 ----------- ----------- ASSETS Cash $ 5,531 $ -- Receivables: Employer contributions 1,189,087 792,222 Participant contributions 317,109 188,644 Accrued income 636,009 521,240 Assets disposed -- 13,151 ----------- ----------- Total receivables 2,142,205 1,515,257 Investments: Bank of America Short-Term Investment Fund -- 7,835,187 AET Money Market I Fund 62,237 -- Armco, Inc. common stock 140,844 219,124 National-Oilwell, Inc. common stock 1,682,007 -- Dodge & Cox Balanced Mutual Fund -- 4,885,889 Ivy International Mutual Fund -- 4,516,918 Vanguard S&P 500 Index Mutual Fund -- 5,913,084 The Equitable Life Assurance Society - Diversified Common Stock Fund -- 13,057,257 AET Equity Index II Fund 8,333,986 -- IDS Bond Fund 1,650,508 -- AIM Balanced Fund 6,335,471 -- Barron Asset Fund 1,557,410 -- IDS Growth Fund 16,239,532 -- IDS Blue Chip Advantage Fund 2,633,670 -- Janus Worldwide Fund 5,574,061 -- AET Income II Fund 14,442,585 -- Participant loans 1,911,394 1,153,533 Investment contracts with insurance companies (Note 3) 13,728,046 19,464,026 ----------- ----------- Total investments 74,291,751 57,045,018 ----------- ----------- Total assets 76,439,487 58,560,275 LIABILITIES Excess contributions to be refunded -- 8,324 Assets acquired -- 512,898 Accrued expenses -- 16,990 Other 3,299 -- ----------- ----------- Total liabilities 3,299 538,212 ----------- ----------- Net assets available for benefits $76,436,188 $58,022,063 =========== =========== See accompanying notes. 2
4 National-Oilwell Retirement and Thrift Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1998 Additions: Employer contributions $ 3,655,724 Participant contributions 3,697,408 Participant rollovers 451,045 Interest and dividends 2,554,737 Net appreciation in fair value of investments 5,398,915 ----------- Total additions 15,757,829 Deductions: Benefits paid to participants 7,581,451 Administrative expenses 128,243 ----------- Total deductions 7,709,694 Other changes in net assets: Transfers from other qualified plans (Note 1) 10,365,990 ----------- Net increase 18,414,125 Net assets available for benefits at: Beginning of year 58,022,063 ----------- End of year $76,436,188 =========== See accompanying notes. 3
5 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements December 31, 1998 1. DESCRIPTION OF THE PLAN The following description of the National-Oilwell Retirement and Thrift Plan (the "Plan") is provided for general information only. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions, a copy of which is available from National-Oilwell (the "Company"). GENERAL The Plan was established effective April 1, 1987 for the benefit of the employees of the Company. The Plan is a defined contribution plan covering substantially all domestic employees who have completed at least one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS Participants may make both pretax and after-tax contributions to the Plan. The maximum a participant can contribute (both pretax and after-tax combined) is 14% of compensation, and the minimum is 2%. At its discretion, the Company may match a portion of the participant's contribution. For 1998 and 1997, the Company elected to match 25% of the first 6% of each participant's contribution. The Company may also make an additional discretionary matching contribution as of the end of each Plan year, which is determined by the Company's financial performance during the Plan year. For 1998 and 1997, the additional discretionary match was 40.31% and 43.78% of the first 6% of each participant's contribution, respectively. The Company also made two other types of discretionary contributions to the Plan in 1998 and 1997. The first type of contribution, the Employer Retirement Contribution, is allocated to participants' accounts based on their years of service. The second discretionary contribution, the Employer Medical Savings Contribution ("MSA"), was established to accumulate assets for payment of medical insurance premiums after retirement, and is allocated to the participants' accounts based on years of service. Each participant may direct the trustee to invest both the participant's and the Company's contributions in one or more investment options. 4
6 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS All contributions were invested with the predecessor trustee, Bank of America, in either a Fixed Income Fund (comprised of the Bank of America Short-Term Investment Fund and investment contracts with insurance companies); an Equity Fund (consisting primarily of the Equitable Life Assurance Society - Diversified Common Stock Fund, a pooled separate account); a Balanced Fund (consisting primarily of the Dodge & Cox Balanced Mutual Fund); an International Fund (consisting primarily of the Ivy International Mutual Fund); and an Index Fund (consisting primarily of the Vanguard S & P 500 Mutual Fund). Effective April 1, 1998, American Express Trust Company assumed record keeping and trustee responsibilities of the Plan and the Plan's fund options were changed to the following participant-directed fund options: AET Equity Index II Fund, IDS Bond Fund, AIM Balanced Fund, Barron Asset Fund, IDS Growth Fund, IDS Blue Chip Advantage Fund, Janus Worldwide Fund, National-Oilwell Stock Fund, and Stable Value Fund (consisting primarily of guaranteed investment contracts and the AET Income II Fund). Employees choose between investment options in 5% increments. The Plan also contains shares of Armco stock which were transferred from the thrift plan of Armco Inc. Under the current Plan, however, no additional contributions will be invested in Armco stock. VESTING Participants are immediately vested in participant and employer contributions and the related earnings which have been credited to their accounts. BENEFIT PAYMENTS The Plan pays lump-sum benefits on retirement, disability, death, or termination of employment. In-service withdrawals, subject to certain rules and restrictions, may also be made from all but the retirement and MSA account balances. 5
7 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT LOANS The Plan includes a loan provision that permits participants to borrow up to the lesser of $50,000 or 50% of the total value of their Plan assets. The loans are payable in principal installments plus interest at prime plus 1% through payroll deductions and are due in one- to five-year terms. The loans are considered individually directed accounts which do not affect the assets of the other Plan participants. ADMINISTRATIVE EXPENSES Certain administrative expenses are paid from the Plan's assets. All other Plan expenses are paid by the Company. TRANSFERS FROM OTHER QUALIFIED PLANS Effective April 1, 1998, the Dreco, Inc. Employees' 401(k) Plan was merged into the Plan as a result of the Dreco Energy Service Ltd. acquisition occurring in 1997. Approximately $3.2 million in assets was transferred into the Plan related to the Dreco, Inc. Employees' 401(k) Plan. Effective April 1, 1998, the PEP, Inc. Employee Profit Sharing/401(k) Plan merged into the Plan as a result of the PEP, Inc. acquisition occurring in 1997. Approximately $1.6 million in assets was transferred into the Plan related to the PEP, Inc. Employee Profit Sharing/401(k) Plan. Effective October 1, 1998, the Phoenix Energy Products 401(k)/Profit Sharing Plan was merged into the Plan as a result of the Phoenix Energy Products, Inc. acquisition occurring in June 1998. Approximately $5.5 million in assets was transferred into the plan related to the Phoenix Energy Products 401(k)/Profit Sharing Plan. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. Participants would be 100% vested in their accounts in any event. 6
8 National-Oilwell retirement and Thrift Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan have been prepared using the accrual method of accounting. Benefit payments to participants are recorded upon distribution. INVESTMENT VALUATION Short-term investments are stated at cost, which approximates fair value. Investments in corporate common stock and mutual funds are stated at fair value, based on quotations obtained from national securities exchanges. The investment contracts with insurance companies included in the Fixed Income Fund and Stable Value Fund are fully benefit-responsive and, therefore, are recorded at contract value which approximates fair value. Contract value represents contributions made under the contract plus interest at the contract rate less funds used to pay benefits and expenses. The fair value of the participation units owned by the Plan in the pooled separate account included in the Equity Fund is based on quoted redemption value on the last business day of the Plan year. Participant loans are stated at cost, which approximates fair value. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates. 3. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES The Company currently holds a guaranteed investment contract with Connecticut General Life Insurance Company ("CIGNA"), a group annuity contract with Kentucky Commonwealth Life Insurance Company ("Kentucky Commonwealth"), and a group annuity contract with New York Life Insurance Company ("New York Life"). Withdrawals of the funds' assets not in compliance with the CIGNA or New York Life contracts are subject to certain penalties. 7
9 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements (continued) 3. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES (CONTINUED) The contract values at December 31, 1998 and 1997 are as follows: DECEMBER 31 1998 1997 ----------- ----------- CIGNA $ 5,655,553 $ 5,573,969 New York Life 3,757,001 3,702,547 Met Life -- 5,937,626 Kentucky Commonwealth 4,315,492 4,249,884 =========== =========== $13,728,046 $19,464,026 =========== =========== The insurance companies maintain deposits in funds to which interest is added. The rates in effect for the years ended December 31, 1998 and 1997 are as follows: YEAR ENDED DECEMBER 31 MATURITY 1998 1997 DATE --------- --------- ------------------ CIGNA 6.07% 6.07% December 31, 1999 New York Life 6.10% 6.10% December 31, 1999 Met Life 8.22% 8.22% December 31, 1998 Kentucky Commonwealth 6.41% 6.41% January 2, 2001 All rates are fixed through maturity. 8
10 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements (continued) 4. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION NET ASSETS AVAILABLE FOR NETAPPRECIATION BENEFITS AT PARTICIPANT INTEREST (DEPRECIATION) IN DECEMBER 31 EMPLOYER CONTRIBUTIONS AND AND FAIR VALUE OF 1997 CONTRIBUTIONS ROLLOVERS DIVIDENDS INVESTMENTS --------------- --------------- -------------- -------------- ----------------- Participant Directed: Fixed Income Fund $ 27,902,549 $ 152,361 $ 180,668 $ 355,101 $ 63,232 Equity Fund 13,044,526 53,204 78,388 3,676 1,511,341 Balanced Fund 5,035,110 29,965 47,812 106,506 216,313 International Fund 4,585,969 28,970 44,553 938 554,531 Index Fund 6,104,199 47,383 81,075 31,368 769,304 Stable Value Fund -- 558,158 533,312 256,661 1,069,351 IDS Bond Fund -- 96,965 192,012 64,793 (31,288) AET Equity Index II Fund -- 265,067 498,781 12,551 830,645 AIM Balanced Fund -- 132,845 279,477 52,272 122,990 IDS Blue Chip Advantage Fund -- 197,787 331,480 193,016 225,453 Janus Worldwide Fund -- 132,161 236,155 298,905 25,816 Barron Asset Fund -- 229,053 379,656 (7,121) 117,323 IDS Growth Fund -- 235,977 481,319 970,442 189,922 National-Oilwell Stock Fund -- 161,290 299,561 779 (241,613) Participant loans 1,130,431 -- -- 144,556 -- Non-Participant Directed: Armco Stock Fund 219,279 -- -- 11 (24,405) Other -- 1,334,538 484,204 70,283 -- --------------- --------------- -------------- -------------- -------------- $ 58,022,063 $ 3,655,724 $ 4,148,453 $ 2,554,737 $ 5,398,915 =============== =============== ============== ============== ============== NET ASSETS AVAILABLE FOR TRANSFERS FROM BENEFITS AT BENEFIT ADMINISTRATIVE INTERFUND OTHER QUALIFIED DECEMBER 31 PAYMENTS EXPENSES TRANSFERS PLANS 1998 -------------- ------------ --------------- ------------ --------------- Participant Directed: Fixed Income Fund $ (654,014) $ (38,626) $ (441,139) $(27,520,132) $ -- Equity Fund (430,942) (20,430) (368,801) (13,870,962) -- Balanced Fund (143,849) (1,856) 146,116 (5,436,117) -- International Fund (106,912) (1,954) (219,267) (4,886,828) -- Index Fund (54,998) (2,343) 838,292 (7,814,280) -- Stable Value Fund (3,466,887) (25,806) (446,647) 30,358,261 28,836,403 IDS Bond Fund (47,627) (1,392) 378,478 998,567 1,650,508 AET Equity Index II Fund (520,704) (7,190) (622,148) 7,841,446 8,298,448 AIM Balanced Fund (480,983) (5,518) (436,111) 6,670,499 6,335,471 IDS Blue Chip Advantage Fund (28,566) (1,108) 290,848 1,424,760 2,633,670 Janus Worldwide Fund (363,939) (4,965) (14,053) 5,263,981 5,574,061 Barron Asset Fund (27,233) (827) 701,303 163,655 1,555,809 IDS Growth Fund (952,372) (13,141) (1,645,038) 16,955,289 16,222,398 National-Oilwell Stock Fund (37,089) (889) 1,577,112 7,871 1,767,022 Participant loans (254,912) -- 333,492 561,787 1,915,354 Non-Participant Directed: Armco Stock Fund (10,424) (84) (70,434) 26,905 140,848 Other -- (2,114) (2,003) (378,712) 1,506,196 -------------- ------------ --------------- ------------ --------------- $ (7,581,451) $ (128,243) $ -- $ 10,365,990 $ 76,436,188 ============== ============ =============== ============ =============== See accompanying notes. 9
11 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements (continued) 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500: DECEMBER 31 1997 ----------- Net assets available for benefits per financial statements $58,022,063 Amounts allocated to withdrawing participants 115,729 ----------- Net assets available for benefits per Form 5500 $57,906,334 =========== The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500: YEAR ENDED DECEMBER 31 1998 ------------------- Benefits paid to participants per the financial statements $ 7,581,451 Less amounts allocated to withdrawing participants at beginning of year (111,729) ------------------ Benefits paid to participants per Form 5500 $ 7,469,722 ================== Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but which have not yet been paid as of that date. 6. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated September 18, 1997, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "IRC") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Benefit Plan Administrative Committee believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 10
12 National-Oilwell Retirement and Thrift Plan Notes to Financial Statements (continued) 7. YEAR 2000 ISSUE (UNAUDITED) The Company has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle year 2000 dates. The Company is taking a two phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test the software and equipment for the year 2000 modifications. The Company anticipates substantially completing this phase of the project by June 1999. Costs associated with modifying software and equipment are not estimated to be significant and will be paid by the Company. For the second phase of the project, Plan management established formal communications with its third party service providers to determine that they have developed plans to address their own year 2000 problems as they relate to the Plan's operations. All third party service providers have indicated that they will be year 2000 compliant by mid 1999. If modification of data processing systems of either the Plan, the Company, or its service providers are not completed timely, the year 2000 problem could have a material impact on the operations of the Plan. However, the Plan's management is developing a contingency plan in case the systems are inoperable for an extended period. 11
13 National-Oilwell Retirement and Thrift Plan Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1998 EIN: 76-0211719 PN: 001 IDENTITY OF ISSUE, BORROWER, CURRENT LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE - -------------------------------------------- ----------------------------------------- --------------- ------------- *Armco Inc. Armco Inc. common stock $ 408,470 $ 140,844 New York Life Insurance Company Group Annuity Contract #GA 30498 3,757,001 3,757,001 Connecticut General Life Insurance Company Guaranteed Investment Contract #25198 5,655,553 5,655,553 Kentucky Commonwealth Life Insurance Company Group Annuity Contract #ADA00804FR 4,315,492 4,315,492 *American Express Trust Company AET Money Market I Fund 62,237 62,237 *National-Oilwell, Inc. National-Oilwell, Inc. common stock 1,649,463 1,682,007 *American Express Trust Company AET Equity Index II Fund 7,461,593 8,333,986 *American Express Trust Company IDS Bond Fund 1,673,019 1,650,508 *American Express Trust Company AIM Balanced Fund 6,176,893 6,335,471 *American Express Trust Company Barron Asset Fund 1,400,931 1,557,410 *American Express Trust Company IDS Growth Fund 15,597,996 16,239,532 *American Express Trust Company IDS Blue Chip Advantage Fund 2,264,546 2,633,670 *American Express Trust Company Janus Worldwide Fund 5,255,328 5,574,061 *American Express Trust Company AET Income II Fund 14,267,012 14,442,585 *Participant loans Loans with various maturities and interest rates ranging from 7.24% to 11.0% -- 1,911,394 --------------- ------------- $ 69,945,534 $ 74,291,751 =============== ============= *Party-in-interest 12
14 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - ------------------------------ ---------------------------- ------------- --------------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS American Express Trust Company Bank of America Short-Term Investment Fund Sales: $ -- $ 7,338,232 -- 5,329,730 -- 7,813,005 -- 13,867,452 -- 4,885,991 Purchases: 5,328,730 -- 6,960,280 -- 6,906,173 -- 4,884,991 -- 7,812,005 -- American Express Trust Company AET Equity Index II Fund Purchase 7,814,280 -- CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - ------------------------------ --------------------------- ------------ -------------------- ------------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS American Express Trust Company Bank of America Short-Term Investment Fund Sales: $ 7,338,232 $ 7,338,232 $ -- 5,329,730 5,329,730 -- 7,813,005 7,813,005 -- 13,867,452 13,867,452 -- 4,885,991 4,885,991 -- Purchases: 5,328,730 5,328,730 -- 6,960,280 6,960,280 -- 6,906,173 6,906,173 -- 4,884,991 4,884,991 -- 7,812,005 7,812,005 -- American Express Trust Company AET Equity Index II Fund Purchase 7,814,280 7,814,280 -- 13
15 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - ------------------------------ ---------------------------- ------------- --------------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AIM Balanced Fund Purchase $ 5,331,407 $ -- American Express Trust Company IDS Growth Fund Purchase 13,984,226 -- American Express Trust Company Janus Worldwide Fund Purchase 4,886,828 -- American Express Trust Company AET Income II Fund Purchases: 6,424,308 -- 7,338,232 -- American Express Trust Company Metropolitan Life Insurance Company Group Annuity Contract #20096 Sale -- 6,054,416 CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - ------------------------------- --------------------------- ---------- ----------------- --------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED American Express Trust Company AIM Balanced Fund Purchase $ 5,331,407 $ 5,331,407 $ -- American Express Trust Company IDS Growth Fund Purchase 13,984,226 13,984,226 -- American Express Trust Company Janus Worldwide Fund Purchase 4,886,828 4,886,828 -- American Express Trust Company AET Income II Fund Purchases: 6,424,308 6,424,308 -- 7,338,232 7,338,232 -- American Express Trust Company Metropolitan Life Insurance Company Group Annuity Contract #20096 Sale 6,054,416 6,054,416 -- 14
16 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - ------------------------------ ---------------------------- ------------- --------------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AET Money Market I Fund Sale $ -- $ 2,956,937 Purchase 3,019,173 -- American Express Trust Company Dodge & Cox Balanced Mutual Fund Sale -- 5,328,730 American Express Trust Company Ivy International Mutual Fund Sale -- 4,884,991 American Express Trust Company Vanguard S&P 500 Index Mutual Fund Sale -- 7,812,005 CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - ----------------------------- ------------------------- ------------ ------------------ ----------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AET Money Market I Fund Sale $ 2,956,937 $ 2,956,937 $ -- Purchase 3,019,173 3,019,173 -- American Express Trust Company Dodge & Cox Balanced Mutual Fund Sale 4,511,873 5,328,730 816,857 American Express Trust Company Ivy International Mutual Fund Sale 3,485,061 4,884,991 1,399,930 American Express Trust Company Vanguard S&P 500 Index Mutual Fund Sale 5,814,031 7,812,005 1,997,974 15
17 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - --------------------------------- ------------------------- -------------- ------------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS American Express Trust Company Equitable Life Assurance Society - Diversified Common Stock Fund Sales: $ -- $ 6,960,280 -- 6,906,173 American Express Trust Company Bank of America Short-Term Investment Fund Sales -- 44,787,322 Purchases 36,952,135 -- American Express Trust Company Vanguard S&P 500 Index Mutual Fund Sales -- 7,839,262 Purchases 1,156,874 -- American Express Trust Company Dodge & Cox Balanced Mutual Fund Sales -- 5,351,979 Purchases 249,777 -- CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - -------------------------------- ------------------------------ ------------- ------------------ ------------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS American Express Trust Company Equitable Life Assurance Society - Diversified Common Stock Fund Sales: $ 1,920,094 $ 6,960,280 $ 5,040,186 1,920,094 6,906,173 4,986,079 American Express Trust Company Bank of America Short-Term Investment Fund Sales 44,787,322 44,787,322 -- Purchases 36,952,135 36,952,135 -- American Express Trust Company Vanguard S&P 500 Index Mutual Fund Sales 5,834,411 7,839,262 2,004,851 Purchases 1,156,874 1,156,874 -- American Express Trust Company Dodge & Cox Balanced Mutual Fund Sales 4,531,830 5,351,979 820,149 Purchases 249,777 249,777 -- 16
18 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - ------------------------------- ---------------------------- --------------- -------------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company Ivy International Mutual Fund Sales $ -- $ 5,209,957 Purchases 138,507 -- American Express Trust Company The Equitable Life Assurance Society Diversified Common Stock Fund Sales -- 14,652,373 Purchases 83,775 -- American Express Trust Company AET Equity Index II Fund Sales -- 2,214,255 Purchases 9,693,868 -- American Express Trust Company IDS Bond Fund Sales -- 916,660 Purchases 2,609,832 -- CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - -------------------------------- ----------------------------- ------------- ------------------ -------------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company Ivy International Mutual Fund Sales $ 3,722,832 $ 5,209,957 $ 1,487,125 Purchases 138,507 138,507 -- American Express Trust Company The Equitable Life Assurance Society Diversified Common Stock Fund Sales 4,564,392 14,652,373 10,087,981 Purchases 83,775 83,775 -- American Express Trust Company AET Equity Index II Fund Sales 2,232,275 2,214,255 (18,020) Purchases 9,693,868 9,693,868 -- American Express Trust Company IDS Bond Fund Sales 936,813 916,660 (20,153) Purchases 2,609,832 2,609,832 -- 17
19 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - -------------------------------- ----------------------------- --------------- -------------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AIM Balanced Fund Sales $ -- $ 1,525,261 Purchases 7,810,312 -- American Express Trust Company Barron Asset Fund Sales -- 267,839 Purchases 1,716,243 -- American Express Trust Company IDS Blue Chip Advantage Fund Sales -- 270,813 Purchases 2,535,381 -- CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - --------------------------------- ------------------------------ -------------- ------------------- ----------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AIM Balanced Fund Sales $ 1,633,419 $ 1,525,261 $ (108,158) Purchases 7,810,312 7,810,312 -- American Express Trust Company Barron Asset Fund Sales 315,312 267,839 (47,473) Purchases 1,716,243 1,716,243 -- American Express Trust Company IDS Blue Chip Advantage Fund Sales 270,835 270,813 (22) Purchases 2,535,381 2,535,381 -- 18
20 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - ------------------------------- ------------------------- ------------- ------------ CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company IDS Growth Fund Sales $ -- $ 2,786,966 Purchases 18,567,013 -- American Express Trust Company Janus Worldwide Fund Sales -- 1,169,010 Purchases 6,436,433 -- American Express Trust Company AET Income II Fund Sales -- 14,035,807 Purchases 28,076,012 -- American Express Trust Company Metropolitan Life Insurance Company Group Annuity Contract # 20096 Sales -- 6,054,416 Purchases 116,790 -- CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - ------------------------------- ------------------------- ------------- ------------------ -------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company IDS Growth Fund Sales $ 2,969,017 $ 2,786,966 $ 182,051) Purchases 18,567,013 18,567,013 -- American Express Trust Company Janus Worldwide Fund Sales 1,181,105 1,169,010 (12,095) Purchases 6,436,433 6,436,433 -- American Express Trust Company AET Income II Fund Sales 13,809,000 14,035,807 226,807 Purchases 28,076,012 28,076,012 -- American Express Trust Company Metropolitan Life Insurance Company Group Annuity Contract # 20096 Sales 6,054,416 6,054,416 -- Purchases 116,790 116,790 -- 19
21 National-Oilwell Retirement and Thrift Plan Item 27(d) - Schedule of Reportable Transactions (continued) Year ended December 31, 1998 EIN: 76-0211719 PN: 001 PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - --------------------------------- --------------------------- ------------- ------------ CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AET Money Market I Fund Sales $ -- $ 2,956,936 Purchases 3,019,173 -- National Oilwell, Inc. National Oilwell, Inc. common stock Sales -- 366,294 Purchases 2,308,542 -- CURRENT VALUE OF COST OF ASSET ON NET GAIN IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS) - --------------------------------- --------------------------- ------------- ----------------- ---------- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED) American Express Trust Company AET Money Market I Fund Sales $ 2,956,936 $ 2,956,936 $ -- Purchases 3,019,173 3,019,173 -- National Oilwell, Inc. National Oilwell, Inc. common stock Sales 659,079 366,294 (292,785) Purchases 2,308,542 2,308,542 -- 20