form8-k.htm

0000941548-10-000038.txt : 20100804 0000941548-10-000038.hdr.sgml : 20100804 20100804073338 ACCESSION NUMBER: 0000941548-10-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100804 DATE AS OF CHANGE: 20100804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13884 FILM NUMBER: 10989516 BUSINESS ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: COOPER CAMERON CORP DATE OF NAME CHANGE: 19950315 8-K 1 form8-k.htm FORM 8-K - 2ND QTR EARNINGS 2010 form8-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 4, 2010

Cameron International Corporation

______________________________________________

(Exact Name of Registrant as Specified in its Charter)

Delaware

___________________

(State or other

jurisdiction of

incorporation)

1-13884

_________________

(Commission

File Number)

76-0451843

___________________

(I.R.S. Employer

Identification No.)

1333 West Loop South, Suite 1700, Houston, Texas ________________________________________	77027 _______________
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(713) 513-3300

Not Applicable

_______________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02

Results of Operations and Financial Condition

On August 4, 2010, Cameron issued a press release announcing its results for the second quarter ended June 30, 2010. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following is being furnished as an exhibit to this report:

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated August 4, 2010 – Cameron Second Quarter Earnings Per Share $0.58, Excluding Charges of $0.06 Per Share

Exhibit 99.1 to this report contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures reflect earnings before interest, taxes, depreciation and amortization expense (“EBITDA”). A reconciliation of EBITDA to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) is included as an attachment to the press release. The Company believes the presentation of EBITDA is useful to the Company’s investors because EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic oppo rtunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community.

The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP.

SIGNATURE

Pursuant to the requirements 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.

	CAMERON INTERNATIONAL CORPORATION
	By: /s/ Charles M. Sledge
	Charles M. Sledge
	Senior Vice President and Chief Financial Officer

Date: August 4, 2010

Cameron International Corporation

Current Report on Form 8-K

Dated August 4, 2010

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated August 4, 2010 – Cameron Second Quarter Earnings Per Share $0.58, Excluding Charges of $0.06 Per Share

EX-99.1 2 ex99-1.htm PRESS RELEASE - 2ND QTR EARNINGS ENDING JUNE 30, 2010 ex99-1.htm

Exhibit 99.1

2010-5

Contact: R. Scott Amann

Vice President, Investor Relations

(713) 513-3344

CAMERON SECOND QUARTER EARNINGS PER SHARE $0.58, EXCLUDING CHARGES OF $0.06 PER SHARE

·	Earnings total $0.52 per share, including charges, versus $0.62, including net gain, in second quarter of 2009

·	Orders up more than 50 percent from year ago, backlog remains above $4.9 billion

·	2010 full-year earnings expectations now $2.30 to $2.35 per share, excluding charges

HOUSTON (August 4, 2010) -- Cameron (NYSE: CAM) reported net income of $129.2 million, or $0.52 per diluted share, for the quarter ended June 30, 2010, compared with net income of $138.6 million, or $0.62 per diluted share, for the second quarter of 2009. The second quarter 2010 results include pretax charges of $18.4 million, or $0.06 per diluted share, related to the continued integration of the NATCO Group Inc. acquisition, as well as severance-related costs and costs associated with investigations and litigation related to the Deepwater Horizon matter. The second quarter 2009 results included a pretax charge of $10.9 million, or $0.03 per diluted share, for severance-related costs and a gain of $0.05 per diluted share related to certain tax matters.

Total revenues were $1,452.7 million for the quarter, up 14 percent from 2009’s $1,270.0 million. Earnings before interest, taxes and depreciation (EBITDA), excluding charges, were $263.0 million, up seven percent from the $246.4 million of a year ago, while income before income taxes was $172.3 million, down slightly from the $173.5 million of a year ago. Cameron President and Chief Executive Officer Jack B. Moore said that the gains in revenues and EBITDA reflect an exceptional focus on execution by the Company’s employees across numerous busi nesses in the wake of the Deepwater Horizon tragedy. “Revenues increased in Drilling & Production Systems (DPS) and Valves & Measurement (V&M) both year-over-year and sequentially,” Moore said, “while the Compression Systems group saw revenues decline from year-ago levels due to continuing softness in their industrial markets worldwide.” Moore noted that the year-over-year gains in DPS revenues reflect the 2009 acquisition of NATCO and increased subsea systems deliveries. With regard to margins, Moore said, “We expected to see a decline in the overall EBITDA margins for DPS as subsea deliveries became a larger component of the revenue mix, but solid performances across the drilling, surface and process systems businesses more than offset this impact, driving a sequential increase in margins. We do still expect some moderation in margins as we work through our subsea backlog, and this has been incorporated into our guidance. ”

Orders increase 54 percent over prior year, backlog declines modestly

Total orders for the second quarter of 2010 were $1.39 billion, up from $902 million a year ago. Moore noted that increases in DPS’ drilling business and in V&M were the primary drivers, with surface and process systems also posting solid gains. “North American markets continued to be strong during the quarter,” Moore said, “including the booking of a sizable surface production equipment order in the Gulf of Mexico for the Davy Jones development, as well as the initial order of a Cameron 20,000-psi BOP, for use on a jackup rig.” He noted that year-to-date orders totaled approximately $2.60 bill ion, up from the $1.89 billion of the first half of 2009, and that at June 30, 2010, total backlog was $4.92 billion, down modestly from the first quarter of 2010’s $4.98 billion.

Capital reinvestment continues, balance sheet remains strong

Cameron’s operations utilized cash totaling $155.4 million in the first six months of 2010, reflecting an ongoing build in working capital as project-related activity, particularly in subsea systems, continued to ramp up. Moore also noted that Cameron spent approximately $68 million in capital expenditures in the first half. “We now expect capital spending to total approximately $200 million for 2010,” Moore said, “as we continue to focus on investments in our aftermarket facilities and efficiency gains.”

At June 30, 2010, Cameron’s cash and cash equivalents of $1.43 billion exceeded its total debt by approximately $158 million. Moore said that year-to-date, Cameron has repurchased approximately 3.2 million shares of its common stock at a total cost of nearly $124 million.

Full-year earnings expectations raised

Moore said that Cameron’s third quarter earnings are expected to be in the range of approximately $0.58 to $0.60 per share, and that full-year earnings, excluding charges, are expected to be approximately $2.30 to $2.35 per share, compared with the Company’s previous guidance of $2.20 to $2.30 per share.

Cameron (NYSE: CAM) is a leading provider of flow equipment products, systems and services to worldwide oil, gas and process industries.

###

Website: www.c-a-m.com

In addition to the historical data contained herein, this document includes forward-looking statements regarding future earnings of the Company (including third quarter and full- year 2010 earnings per share estimates), as well as expectations regarding future cash flows and use of funds for capital spending made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from those described in forward-looking statements. Such statements are based on current expectations of the Company’s performance and are subject to a variety of fact ors, some of which are not under the control of the Company, which can affect the Company’s results of operations, liquidity or financial condition. Such factors may include the ultimate outcome of the claims that have been made against the Company arising out of or related to the Deepwater Horizon matter; the overall demand for, and pricing of, the Company’s products; the size and timing of orders; the Company’s ability to successfully execute the large subsea and drilling systems projects it has been awarded; the Company’s ability to convert backlog into revenues on a timely and profitable basis; changes in the price of (and demand for) oil and gas in both domestic and international markets; raw material costs and availability; political and social issues affecting the countries in which the Company does business, including the United States, which has imposed an offshore drilling moratorium; fluctuations in currency markets worldwide; and variations in global economic ac tivity. In general, current and projected oil and gas prices historically have directly affected customers’ spending levels and their related purchases of the Company’s products and services. Additionally, changes in oil and gas price expectations may impact the Company’s financial results due to changes it may make in its cost structure, staffing or spending levels.

Because the information herein is based solely on data currently available, it is subject to change as a result of changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the Company’s future performance. Additionally, the Company is not obligated to make public indication of such changes unless required under applicable disclosure rules and regulations.

Cameron

Unaudited Consolidated Condensed Results of Operations

($ and shares in millions except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(unaudited)
Revenues:
Drilling & Production Systems	$	1,017.9		$	862.3		$	1,961.3		$	1,667.6
Valves & Measurement		325.3			271.8			624.4			587.9
Compression Systems		109.5			135.9			213.7			271.5
Total revenues		1,452.7			1,270.0			2,799.4			2,527.0

Costs and Expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		984.7			840.7			1,898.8			1,684.4
Selling and administrative expenses		205.0			182.9			401.7			347.5
Depreciation and amortization		52.9			37.2			101.0			74.0
Interest income		(0.7	)		(1.8	)		(1.6	)		(4.0	)
Interest expense		20.1			26.6			38.0			51.1
Other costs		18.4			10.9			28.7			33.2
Total costs and expenses		1,280.4			1,096.5			2,466.6			2,186.2

Income before income taxes		172.3			173.5			332.8			340.8
Income tax provision		(43.1	)		(34.9	)		(83.2	)		(87.6	)
Net income	$	129.2		$	138.6		$	249.6		$	253.2

Earnings per common share:
Basic	$	0.53		$	0.64		$	1.02		$	1.17
Diluted	$	0.52		$	0.62		$	1.01		$	1.15

Shares used in computing earnings per common share:
Basic		242.9			217.1			243.6			217.0
Diluted		246.4			221.9			247.7			220.9

EBITDA:
Drilling & Production Systems	$	209.2		$	193.1		$	398.6		$	377.4
Valves & Measurement		56.2			52.5			115.4			120.7
Compression Systems		15.0			26.2			32.8			46.7
Corporate and other(1)		(35.8	)		(36.3	)		(76.6	)		(82.9	)
Total	$	244.6		$	235.5		$	470.2		$	461.9

1	Corporate EBITDA amounts include $18.4 million and $28.7 million of other costs for the three- and six-month periods ended June 30, 2010; and $10.9 million and $33.2 million for the three- and six-month periods ended June 30, 2009.

Cameron

Consolidated Condensed Balance Sheets

($ millions)

	June 30, 2010			December 31, 2009
	(unaudited)
Assets:
Cash and cash equivalents	$	1,428.5		$	1,861.0
Receivables, net		940.1			959.0
Inventories, net		1,800.3			1,664.2
Other		291.7			230.0
Total current assets		4,460.6			4,714.2

Plant and equipment, net		1,164.0			1,192.4
Goodwill		1,443.0			1,441.6
Other assets		362.4			377.2
Total Assets	$	7,430.0		$	7,725.4

Liabilities and Stockholders’ Equity:
Current portion of long-term debt	$	497.1		$	22.2
Accounts payable and accrued liabilities		1,879.5			2,208.2
Accrued income taxes		48.2			65.9
Total current liabilities		2,424.8			2,296.3

Long-term debt		773.8			1,232.3
Deferred income taxes		146.9			123.0
Other long-term liabilities		177.5			154.1
Total liabilities		3,523.0			3,805.7

Stockholders’ Equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at June 30, 2010 and December 31, 2009		2.6			2.6
Capital in excess of par value		2,244.6			2,244.0
Retained earnings		2,535.0			2,285.4
Accumulated other elements of comprehensive income (loss)		(140.9	)		9.5
Less: Treasury stock, 20,929,347 shares at June 30, 2010 (18,453,758 shares at December 31, 2009)		(734.3	)		(621.8	)
Total stockholders’ equity		3,907.0			3,919.7

Total Liabilities and Stockholders’ Equity	$	7,430.0		$	7,725.4

Cameron

Unaudited Consolidated Condensed Statements of Cash Flows

($ millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(unaudited)
Cash flows from operating activities:
Net income	$	129.2		$	138.6		$	249.6		$	253.2
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation		37.6			27.5			71.4			54.0
Amortization		15.3			9.7			29.6			20.0
Non-cash stock compensation expense		6.4			8.2			18.5			16.0
Tax benefit of employee stock compensation plan transactions and deferred income taxes		12.9			(10.2	)		7.5			(7.4	)
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		(39.8	)		85.4			20.1			83.0
Inventories		(21.9	)		(105.3	)		(65.9	)		(293.1	)
Accounts payable and accrued liabilities		(139.8	)		(6.9	)		(367.5	)		(68.1	)
Other assets and liabilities, net		(39.6	)		(9.5	)		(118.7	)		(48.3	)
Net cash provided by (used for) operating activities		(39.7	)		137.5			(155.4	)		9.3

Cash flows from investing activities:
Capital expenditures		(38.2	)		(58.8	)		(68.1	)		(107.8	)
Acquisitions, net of cash acquired		(13.0	)		(23.2	)		(40.9	)		(23.2	)
Proceeds from sale of plant and equipment		4.7			1.2			7.6			2.7
Net cash used for investing activities		(46.5	)		(80.8	)		(101.4	)		(128.3	)

Cash flows from financing activities:
Short-term loan borrowings (repayments), net		(2.1	)		12.1			(18.7	)		35.1
Purchase of treasury stock		(84.1	)		−			(123.9	)		(7.1	)
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions		(5.7	)		4.6			(12.2	)		3.5
Excess tax benefits from employee stock compensation plan transactions		1.5			0.4			5.4			2.2
Principal payments on capital leases		(1.7	)		(1.6	)		(3.3	)		(3.6	)
Net cash provided by (used for) financing activities		(92.1	)		15.5			(152.7	)		30.1

Effect of translation on cash		(12.2	)		23.5			(23.0	)		5.6

Increase (decrease) in cash and cash equivalents		(190.5	)		95.7			(432.5	)		(83.3	)

Cash and cash equivalents, beginning of period		1,619.0			1,442.0			1,861.0			1,621.0

Cash and cash equivalents, end of period	$	1,428.5		$	1,537.7		$	1,428.5		$	1,537.7

Cameron

Orders and Backlog

($ millions)

Orders

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Drilling & Production Systems	$	914.3	$	597.5	$	1,609.3	$	1,224.4
Valves & Measurement		339.1		194.1		740.2		427.3
Compression Systems		135.7		110.2		250.5		233.4
Total	$	1,389.1	$	901.8	$	2,600.0	$	1,885.1

Backlog

	June 30, 2010		December 31, 2009		June 30, 2009

Drilling & Production Systems	$	3,982.0	$	4,364.1	$	4,035.7
Valves & Measurement		630.8		547.1		579.6
Compression Systems		308.8		278.6		401.0
Total	$	4,921.6	$	5,189.8	$	5,016.3

Cameron

Reconciliation of GAAP to Non-GAAP Financial Information

($ millions)

	Three Months Ended June 30, 2010
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total
Income (loss) before income taxes	$	173.9	$	45.3	$	11.0	$	(57.9	)	$	172.3
Depreciation & amortization		35.3		10.9		4.0		2.7			52.9
Interest income		—		—		—		(0.7	)		(0.7	)
Interest expense		—		—		—		20.1			20.1

EBITDA	$	209.2	$	56.2	$	15.0	$	(35.8	)	$	244.6

	Three Months Ended June 30, 2009
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total

Income (loss) before income taxes	$	172.7	$	43.8	$	22.0	$	(65.0	)	$	173.5
Depreciation & amortization		20.4		8.7		4.2		3.9			37.2
Interest income		−		−		−		(1.8	)		(1.8	)
Interest expense		−		−		−		26.6			26.6

EBITDA	$	193.1	$	52.5	$	26.2	$	(36.3	)	$	235.5

Cameron

Reconciliation of GAAP to Non-GAAP Financial Information

($ millions)

	Six Months Ended June 30, 2010
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total

Income (loss) before income taxes	$	332.1	$	94.3	$	24.8	$	(118.4	)	$	332.8
Depreciation & amortization		66.5		21.1		8.0		5.4			101.0
Interest income		—		—		—		(1.6	)		(1.6	)
Interest expense		—		—		—		38.0			38.0

EBITDA	$	398.6	$	115.4	$	32.8	$	(76.6	)	$	470.2

	Six Months Ended June 30, 2009
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total

Income (loss) before income taxes	$	336.9	$	103.5	$	38.3	$	(137.9	)	$	340.8
Depreciation & amortization		40.5		17.2		8.4		7.9			74.0
Interest income		−		−		−		(4.0	)		(4.0	)
Interest expense		−		−		−		51.1			51.1

EBITDA	$	377.4	$	120.7	$	46.7	$	(82.9	)	$	461.9