8-K

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): February 3, 2009

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 February 3, 2009, Cameron issued a press release announcing its results for the fourth quarter ended December 31, 2008.  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 February 3, 2009 – Cameron Fourth Quarter Earnings Total $0.75 Per Share, Excluding Non-Cash Charge of $0.08 Per Share Related to Pension Plan Termination

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 opportunities 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:                      February 3, 2009

Cameron International Corporation

Current report on Form 8-K

Dated February 3, 2009

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated February 3, 2009 – Cameron Fourth Quarter Earnings Total $0.75 Per Share, Excluding Non-Cash Charge of $0.08 Per Share Related to Pension Plan Termination

EX-99.1

Exhibit 99.1

2009-4 

Contact:                R. Scott Amann

Vice President, Investor Relations

(713) 513-3344

CAMERON FOURTH QUARTER EARNINGS TOTAL $0.75 PER SHARE, EXCLUDING NON-CASH CHARGE OF $0.08 PER SHARE RELATED TO PENSION PLAN TERMINATION

·   Quarter’s earnings per share total $0.67, including charge, versus $0.54, including charges and tax gain, in fourth quarter of 2007

·   2008 earnings per share total $2.60, compared with $2.16 in 2007; excluding unusual items, $2.68 vs. $2.11

·   2009 earnings per share expected to be in range of $1.75 to $2.00

HOUSTON (February 3, 2009) – Cameron (NYSE: CAM) reported net income of $149.1 million, or $0.67 per diluted share, for the quarter ended December 31, 2008, compared with net income in the prior year’s fourth quarter of $125.9 million, or $0.54 per diluted share. The fourth quarter 2008 results include a non-cash, after-tax charge of $16.5 million, or $0.08 per diluted share, associated with the previously announced termination of the Company’s U.S. pension plans.  The fourth quarter 2007 results included a non-cash, after-tax charge of $22.1 million, or $0.10 per share, associated with the pension plan termination, as well as a reduction in income tax expense of $7.1 million, or $0.03 per share, related to certain tax gains.  Excluding the above items, the Company’s earnings per diluted share were $0.75 for the fourth quarter of 2008, up from $0.61 for the fourth quarter of 2007.

Revenues up 13 percent for quarter, 25 percent for year

Revenues for the fourth quarter of 2008 were $1.52 billion, up 13 percent from the prior year and one percent sequentially.  Revenues for the year were a record $5.85 billion, up 25 percent from 2007’s record $4.67 billion.  Net income per diluted share for 2008 was $2.60, compared to $2.16 for 2007; excluding unusual items, earnings per diluted share were $2.68 for 2008 and $2.11 for 2007.

Cameron President and Chief Executive Officer Jack B. Moore said that the Company’s record results reflect a solid performance by Cameron’s employees across all business lines, even given the slowdown in activity experienced in the last several months of the year.  “We entered 2008 expecting our greatest challenge to be delivering on the record backlogs in our businesses,” Moore said.  “Our people fulfilled our expectations on that front, and have performed well in dealing with the slowdown we are now seeing.”

Orders, backlog reflect fourth quarter weakness in markets

Orders booked in 2008’s fourth quarter totaled $1.17 billion, down from the $1.49 billion of a year ago, due to declines in Drilling & Production Systems (DPS) and Compression Systems, although Valves & Measurement’s (V&M) fourth quarter orders were up from the prior year.

Orders for the full year were a record $7.54 billion, up 40 percent from 2007’s $5.38 billion, as DPS’s orders were up by more than 50 percent for the year.  Moore noted that the order gains were driven by several large subsea projects and several sizable drilling bookings.  “The Company’s market share of orders in these businesses confirms Cameron’s role as a leading provider of expertise and technology for complex subsea installations and blowout preventers and controls for deepwater applications,” he said.

Total backlog at year-end was $5.61 billion, up 31 percent from the $4.27 billion of a year ago, but down nine percent from the record $6.15 billion backlog at the end of the third quarter of 2008.  “As in recent years, but even more importantly, in a market like today’s, these backlog levels provide a meaningful degree of visibility to our results and allow us to more effectively manage our capacity utilization in our manufacturing and service facilities,” Moore said.

Cash flow remains healthy, supports variety of uses

Moore said that Cameron’s cash flow from operations totaled nearly $988 million in 2008, compared with $452 million in 2007.  “We reinvested approximately $272 million in capital expenditures during the year, with much of that aimed at lowering costs and improving efficiency in our facilities, and spent nearly $192 million—the most since 2005—on several acquisitions across our product lines,” Moore said.  “We also spent nearly $280 million on share repurchases in 2008, including fourth quarter purchases of 2.7 million shares of our common stock at an average price of approximately $22.57 per share.”

Moore said that he expects cash flow in 2009 to once again be more than adequate to fund the Company’s needs. “We expect to spend approximately $200 million on capital expenditures this year,” he noted, “including about $100 million to complete the expansion of the Malaysian subsea facility and the new Romanian surface plant.”

2009 earnings to decline in face of difficult markets, lower customer spending

Moore said Cameron currently expects its 2009 earnings to be in the range of $1.75 to $2.00 per diluted share, depending on a variety of factors.  “While our year-end backlog provides a measure of visibility toward a base level of revenues and earnings, there are several issues that are likely to affect results for our businesses,” he said.  “These include the level and timing of customer spending, which will be affected by oil and gas prices, cash flow and credit access; the balance between pricing pressure from customers and competitors and our success in reducing our own raw material and overhead costs; and our ability to efficiently execute on the backlogs in each of our businesses.”

Moore said Cameron’s first quarter 2009 earnings are expected to be approximately $0.59 to $0.62 per diluted share, with the primary factors being execution, pricing and cost impacts, and the level of shorter-cycle business that customers choose to pursue in the near term.

“While 2009 will be a challenging year across all of our business lines,” he said, “Cameron is stronger than we have ever been when entering a down-cycle.  Our combination of short- and long-cycle businesses, record backlog, strong cash position, cash generation capability and disciplined approach to capital allocation will allow us to take advantage of opportunities during this downturn, maintain our leadership positions and emerge as an even better competitor in our markets.”

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 market strength, customer spending and order levels, revenues and earnings of the Company (including first quarter and full year 2009 earnings per share estimates), as well as expectations regarding equipment deliveries, margins, profitability, the ability to control and reduce raw material, overhead and operating costs, capital spending and cash flow, 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 factors, 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 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 possibility of cancellation of orders in backlog; the Company’s ability to convert backlog into revenues on a timely and profitable basis; the impact of acquisitions the Company has made or may make; 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; fluctuations in currency markets worldwide; and variations in global economic activity.  In particular, current and projected oil and gas prices historically have generally 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 in 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 December 31,						Twelve Months Ended December 31,
	2008			2007			2008			2007
Revenues:
Drilling & Production Systems	$	963.1		$	856.2		$	3,736.7		$	2,887.1
Valves & Measurement		378.1			332.9			1,473.3			1,273.7
Compression Systems		183.1			155.0			638.9			505.6
Total revenues		1,524.3			1,344.1			5,848.9			4,666.4
Costs and Expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		1,048.5			946.1			4,127.9			3,242.2
Selling and administrative expenses		183.8			158.5			668.3			577.6
Depreciation and amortization		36.4			28.8			132.1			109.8
Interest income		(5.1	)		(7.5	)		(27.4	)		(30.7	)
Interest expense		19.1			5.1			49.7			23.3
Charge for pension plan termination		26.2			35.7			26.2			35.7
Total costs and expenses		1,308.9			1,166.7			4,976.8			3,957.9
Income before income taxes		215.4			177.4			872.1			708.5
Income tax provision		(66.3	)		(51.5	)		(278.4	)		(207.6	)
Net income	$	149.1		$	125.9		$	593.7		$	500.9
Earnings per common share:
Basic	$	0.68		$	0.58		$	2.73		$	2.28
Diluted	$	0.67		$	0.54		$	2.60		$	2.16
Shares used in computing earnings per common share:
Basic		218.2			218.8			217.5			219.4
Diluted		221.5			235.0			228.6			231.4
EBITDA:
Drilling & Production Systems	$	206.0		$	168.3		$	710.4		$	554.6
Valves & Measurement		88.2			77.9			333.6			298.1
Compression Systems		33.2			30.3			117.3			90.2
Corporate and other 1		(61.6	)		(72.7	)		(134.8	)		(132.0	)
Total	$	265.8		$	203.8		$	1,026.5		$	810.9

1 Includes charges of $26.2 million and $35.7 million for termination of the U.S. pension plans during the fourth quarter and twelve months of 2008 and 2007, respectively.

Cameron

Consolidated Condensed Balance Sheets

($ millions)

	December 31, 2008			December 31, 2007
	(unaudited)
Assets:
Cash and cash equivalents	$	1,621.0		$	739.9
Receivables, net		950.4			797.5
Inventories, net		1,336.9			1,413.4
Other		148.1			121.1
Total current assets		4,056.4			3,071.9
Plant and equipment, net		931.7			821.1
Goodwill		709.2			647.8
Other assets		205.1			190.0
Total Assets	$	5,902.4		$	4,730.8
Liabilities and Stockholders’ Equity:
Current portion of long-term debt	$	162.1		$	8.8
Accounts payable and accrued liabilities		1,854.2			1,677.1
Accrued income taxes		95.5			7.0
Total current liabilities		2,111.8			1,692.9
Long-term debt		1,256.4			745.1
Postretirement benefits other than pensions		7.8			15.8
Deferred income taxes		85.8			68.7
Other long-term liabilities		121.0			113.4
Total liabilities		3,582.8			2,635.9
Stockholders’ Equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 236,316,873 shares issued at December 31, 2008 and 232,341,726 shares issued at December 31, 2007		2.4			2.3
Capital in excess of par value		1,188.8			1,160.8
Retained earnings		1,850.7			1,256.8
Accumulated other elements of comprehensive income		(84.2	)		101.0
Less:  Treasury stock, 19,424,120 shares at December 31, 2008 and 14,332,927 shares at December 31, 2007		(638.1	)		(426.0	)
Total stockholders’ equity		2,319.6			2,094.9
Total Liabilities and Stockholders’ Equity	$	5,902.4		$	4,730.8

Cameron

Unaudited Consolidated Condensed Statements Of Cash Flows

($ millions)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2008			2007			2008			2007
Cash flows from operating activities:
Net income	$	149.1		$	125.9		$	593.7		$	500.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		26.1			21.4			98.7			81.5
Amortization		10.3			7.4			33.4			28.3
Non-cash charge for pension plan termination		26.2			35.7			26.2			35.7
Non-cash stock compensation expense		12.1			11.4			35.6			31.4
Tax benefit of employee stock compensation plan transactions and deferred income taxes		24.0			21.5			9.5			43.4
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		32.5			28.8			(157.9	)		(69.2	)
Inventories		21.9			18.8			(9.3	)		(355.2	)
Accounts payable and accrued liabilities		163.0			6.8			279.0			219.5
Other assets and liabilities, net		9.6			6.4			78.6			(64.6	)
Net cash provided by operating activities		474.8			284.1			987.5			451.7
Cash flows from investing activities:
Capital expenditures		(111.8	)		(84.5	)		(272.2	)		(245.6	)
Acquisitions, net of cash acquired		(94.0	)		--			(191.7	)		(76.4	)
Proceeds from sale of plant and equipment		2.2			4.1			3.9			9.1
Net cash used for investing activities		(203.6	)		(80.4	)		(460.0	)		(312.9	)
Cash flows from financing activities:
Short-term loan borrowings (repayments), net		11.1			0.9			31.8			(200.7	)
Redemption of convertible debt securities		--			--			(106.9	)		--
Issuance of long-term senior notes		--			--			747.9			--
Debt issuance costs		--			--			(5.5	)		--
Purchase of treasury stock		(64.1	)		(39.8	)		(279.4	)		(321.9	)
Proceeds from stock option exercises		0.6			11.2			17.6			52.8
Excess tax benefits from stock compensation plan transactions		(0.2	)		6.4			17.0			28.0
Principal payments on capital leases		(2.3	)		(2.7	)		(7.4	)		(5.3	)
Net cash (used for) provided by financing activities		(54.9	)		(24.0	)		415.1			(447.1	)
Effect of translation on cash		(30.8	)		(8.3	)		(61.5	)		14.7
Increase (decrease) in cash and cash equivalents		185.5			171.4			881.1			(293.6	)
Cash and cash equivalents, beginning of period		1,435.5			568.5			739.9			1,033.5
Cash and cash equivalents, end of period	$	1,621.0		$	739.9		$	1,621.0		$	739.9

Cameron

Orders and Backlog

($ millions)

Orders

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2008		2007		2008		2007
Drilling & Production Systems	$	744.4	$	1,070.6	$	5,255.4	$	3,417.9
Valves & Measurement		312.9		274.0		1,573.5		1,315.5
Compression Systems		115.2		143.2		711.7		648.7
Total	$	1,172.5	$	1,487.8	$	7,540.6	$	5,382.1

Backlog

	December 31, 2008		December 31, 2007
Drilling & Production Systems	$	4,416.8	$	3,203.0
Valves & Measurement		749.2		685.2
Compression Systems		440.5		380.1
Total	$	5,606.5	$	4,268.3

Cameron

Reconciliation of GAAP to Non-GAAP Financial Information

($ millions)

	Three Months Ended December 31, 2008
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total
Income (loss) before income taxes	$	186.3	$	79.7	$	29.1	$	(79.7	) 1	$	215.4
Depreciation & amortization		19.7		8.5		4.1		4.1			36.4
Interest income		--		--		--		(5.1	)		(5.1	)
Interest expense		--		--		--		19.1			19.1
EBITDA	$	206.0	$	88.2	$	33.2	$	(61.6	)	$	265.8

1 Includes a $26.2 million charge for termination of the U.S. pension plans.

	Three Months Ended December 31, 2007
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total
Income (loss) before income taxes	$	153.7	$	70.4	$	26.7	$	(73.4	) 2	$	177.4
Depreciation & amortization		14.6		7.5		3.6		3.1			28.8
Interest income		--		--		--		(7.5	)		(7.5	)
Interest expense		--		--		--		5.1			5.1
EBITDA	$	168.3	$	77.9	$	30.3	$	(72.7	)	$	203.8

2 Includes a $35.7 million charge for termination of the U.S. pension plans.

Cameron

Reconciliation of GAAP to Non-GAAP Financial Information

($ millions)

	Twelve Months Ended December 31, 2008
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total
Income (loss) before income taxes	$	639.9	$	301.4	$	102.0	$	(171.2	) 1	$	872.1
Depreciation & amortization		70.5		32.2		15.3		14.1			132.1
Interest income		--		--		--		(27.4	)		(27.4	)
Interest expense		--		--		--		49.7			49.7
EBITDA	$	710.4	$	333.6	$	117.3	$	(134.8	)	$	1,026.5

1 Includes a $26.2 million charge for termination of the U.S. pension plans.

	Twelve Months Ended December 31, 2007
	Drilling & Production Systems		Valves & Measurement		Compression Systems		Corporate			Total
Income (loss) before income taxes	$	498.8	$	268.0	$	76.5	$	(134.8	) 2	$	708.5
Depreciation & amortization		55.8		30.1		13.7		10.2			109.8
Interest income		--		--		--		(30.7	)		(30.7	)
Interest expense		--		--		--		23.3			23.3
EBITDA	$	554.6	$	298.1	$	90.2	$	(132.0	)	$	810.9

2 Includes a $35.7 million charge for termination of the U.S. pension plans.