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, 2000 ------------------------------------------------- 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 The National-Oilwell Retirement and Thrift Plan (the Plan) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). ITEM 4. In lieu of the requirements of Items 1, 2, and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and the Report of Independent Auditors thereon are being filed in this Report: (a) Report of Independent Auditors (b) Statements of Net Assets Available for Benefits - December 31, 2000 and 1999 (c) Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2000; and (d) Notes to Financial Statements The Consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-46459) pertaining to the Plan is being filed as Exhibit 23.1 to this Report.
3 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 2000 TABLE OF CONTENTS Report of Independent Auditors..................................................................4 Audited Financial Statements Statements of Net Assets Available for Benefits........................................5 Statement of Changes in Net Assets Available for Benefits..............................6 Notes to Financial Statements..........................................................7 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held At End of Year........................12 Signature......................................................................................13 Exhibit Index Exhibit 23.1--Consent of Independent Auditors.........................................14
4 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 the National-Oilwell Retirement and Thrift Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. 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 auditing standards generally accepted in the United States. 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, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Houston, Texas May 25, 2001 -4-
5 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN Statements of Net Assets Available for Benefits DECEMBER 31 2000 1999 ----------- ----------- ASSETS Cash $ -- $ 908 Receivables: Employer contributions 144,125 33,208 Participant contributions 154,019 48,134 Accrued investment income 1,874 290,433 ----------- ----------- Total receivables 300,018 371,775 Investments 84,786,846 85,816,741 ----------- ----------- Total assets 85,086,864 86,189,424 LIABILITIES Cash overdraft 43,383 -- Other 20,794 903 ----------- ----------- Total liabilities 64,177 903 ----------- ----------- Net assets available for benefits $85,022,687 $86,188,521 =========== =========== See accompanying notes. -5-
6 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2000 Additions: Employer contributions $ 3,244,422 Participant contributions 3,777,926 Participant rollovers 460,447 Interest and dividends 3,048,563 Other income 18,274 ------------ Total additions 10,549,632 Deductions: Benefits paid to participants 7,961,852 Administrative expenses 34,256 Net depreciation in fair value of investments 3,719,358 ------------ Total deductions 11,715,466 ------------ Net decrease (1,165,834) Net assets available for benefits at: Beginning of year 86,188,521 ------------ End of year $ 85,022,687 ============ See accompanying notes. -6-
7 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 1. DESCRIPTION OF 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, L.P. (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 six months 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 1%. At its discretion, the Company may match a portion of the participant's contribution. For 2000, 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 2000, no additional discretionary match was made. The Company made two other types of discretionary contributions to the Plan in 2000. The first type of contribution, the Employer Retirement Contribution ("Retirement"), 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. VESTING Participants are immediately vested in participant and employer contributions and the related earnings which have been credited to their accounts. -7-
8 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN (CONTINUED) 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. 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. 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. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. Benefit payments to participants are recorded upon distribution. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amounts in the financial statements and accompanying notes and schedule. Actual results could differ from those estimates. -8-
9 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) 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. Investments in common collective funds are based on quoted market values as determined by the issuer based on the fair value of the underlying investments. The investment contracts with insurance companies 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. Participant loans are stated at cost, which approximates fair value. 3. INVESTMENTS Individual investments that represent 5% or more of the Plan's net assets are as follows: DECEMBER 31 2000 1999 ----------- ----------- AET Equity Index II Fund $12,096,201 $10,349,140 AIM Balanced Fund 5,630,912 6,171,870 AXP Growth Fund 16,382,979 19,977,626 Janus Worldwide Fund 9,772,911 9,350,806 AET Income II Fund 19,719,349 21,702,131 Kentucky Commonwealth Life Insurance Company (GAC# ADA00804FR) 5,121,533 4,522,272 National-Oilwell common stock 7,301,182 3,806,070 -9-
10 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 3. INVESTMENTS (CONTINUED) During 2000, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows: Common stock $ 4,894,896 Common collective funds (56,274) Mutual funds (8,557,980) ------------ Net depreciation $ (3,719,358) ============ During 2000, Plan assets included a group annuity contract with Kentucky Commonwealth Life Insurance Company ("Kentucky Commonwealth"). Withdrawals of the funds' assets not in compliance with the contracts are subject to certain penalties. The insurance companies maintain deposits in funds to which interest is added. The rates in effect for the years ended December 31, 2000 and 1999 are as follows: YEAR ENDED DECEMBER 31 MATURITY 2000 1999 DATE ------- ------- ----------------- CIGNA -- 6.07% December 31, 1999 New York Life -- 6.10% December 31, 1999 Kentucky Commonwealth 6.41% 6.41% January 2, 2001 All rates are fixed through maturity. 4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31 2000 ------------- Net assets available for benefits per the financial statements $ 85,022,687 Less amounts allocated to withdrawing participants (1,502) ------------- ------------- Net assets available for benefits per the Form 5500 $ 85,021,185 ============= -10-
11 4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31 2000 ------------ Benefits paid to participants per the financial statements $ 7,961,852 Plus amounts allocated to withdrawing participants at December 31, 2000 1,502 ------------ Benefits paid to participants per the Form 5500 $ 7,963,354 ============ Amounts allocated to withdrawing participants are recorded on the 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. 5. 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 Plan has been amended and restated since receiving the determination. The plan sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 6. SUBSEQUENT EVENTS Effective June 27, 2000, IRI International Corporation ("IRI") was merged with the Company. As a result of this merger, effective January 1, 2001, the Company merged the Bowen Supplemental Savings Plan and the Bowen Tools Savings Plan into the Plan. Bowen Tools was a division of IRI. Effective February 1, 2001, the Company merged the Profit Sharing and Salary Deferral Plan for Employees of IRI International Corporation into the Plan. Effective September 1, 2000, the Company acquired the Wheatley Gaso and Omega pump product lines from Halliburton Company. As a result of this acquisition, effective January 2, 2001, certain participants were spun-off from the Halliburton Retirement and Savings Plan and merged into the Plan. -11-
12 NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2000 EIN: 76-0488987 PN: 001 IDENTITY OF ISSUE, BORROWER, CURRENT LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE - ----------------------------------------------------------------------------------------------------------- Kentucky Commonwealth Life Group Annuity Contract Insurance Company #ADA00804FR $ 5,121,533 *American Express Trust Company AET Money Market I Fund 363,877 *National-Oilwell, Inc. 188,722 shares of common stock 7,301,182 *American Express Trust Company AET Equity Index II Fund 12,096,201 *American Express Trust Company AXP Bond Fund 1,830,488 AIM Funds AIM Balanced Fund 5,630,912 Baron Funds Baron Asset Fund 3,516,304 *American Express Trust Company AXP Growth Fund 16,382,979 Davis Funds Davis New York Venture Fund 696,280 Janus Janus Worldwide Fund 9,772,911 *American Express Trust Company AET Income II Fund 19,719,349 *Participant loans Various maturities and interest rates ranging from 8.75% to 10.57% 2,354,830 ------------------- $ 84,786,846 =================== *Party-in-interest -12-
13 SIGNATURE 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 26, 2001 /s/ Daniel L. Molinaro - -------------------------- -------------------------------------------- Date Daniel L. Molinaro Treasurer for National-Oilwell, Inc. and National-Oilwell Benefits Plan Administrative Committee Member -13-
14 EXHIBIT INDEX EXHIBIT NO DESCRIPTION - ---------- ----------- Exhibit 23.1 Consent of Independent Certified Public Accountants
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 May 25, 2001, with respect to the financial statements and schedule of the National-Oilwell Retirement and Thrift Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000. /s/ Ernst & Young LLP Houston, Texas June 25, 2001 -14-