2003SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------- FORMForm 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal year ended December 31,
19992002OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------
¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13884
COOPER CAMERON CORPORATION
(Exact(Exact name of Registrant as specified in its charter)
Delaware 76-0451843 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 515 Post Oak Boulevard Suite 1200 Houston, Texas (Address of principal 77027 executive offices) (Zip Code) Registrant's
Delaware
76-0451843
(State or other jurisdiction of incorporation or organization)
(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
SECURITIES REGISTERED PURSUANT TO SECTION
12(B)12(b) OF THE ACT:Name of Each Exchange on Title of Each Class Which Registered ------------------- ------------------------- Common Stock, Par Value $0.01 Per Share New York Stock Exchange Junior Participating Preferred Stock New York Stock Exchange Purchase Rights Par Value $0.01 Per Share
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share
New York Stock Exchange
Junior Participating Preferred Stock
New York Stock Exchange
Purchase Rights
Par Value $0.01 Per Share
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
[X]x No[_]¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
Registrant'sRegistrant’s knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-Kofor any amendment to this Form 10-K.[_] The numberxIndicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
shares of Common Stock, par value $.01 per share, outstanding as of March 15, 2000 was 51,711,412.the Act) Yesx No¨The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of Registrant as of
March 15, 2000June 30, 2002, our most recently completed second fiscal quarter, was approximately$3,113,020,468.$1,727,207,881. For the purposes of the determination of the above statement amount only, all directors and executive officers of the Registrant are presumed to be affiliates._________________________The number of shares of Common Stock, par value $.01 per share, outstanding as of March 14, 2003 was 54,645,343.DOCUMENTS INCORPORATED BY REFERENCE
Portions of
Registrant'sRegistrant’s Annual Report to Stockholders for19992002 are incorporated by reference into Part II.Portions of
Registrant's 2000Registrant’s 2003 Proxy Statement for the Annual Meeting of Stockholders to be heldMay
11, 20008, 2003 are incorporated by reference into Part III.TABLE OF CONTENTS
PAGE ---------------------------------------------- 1999 1999 MARCH 25, 2000 ITEM FORM 10-K ANNUAL REPORT PROXY STATEMENT - ------- --------- ------------- ---------------PART I ------- 1. BUSINESS.......................................................... 1 - - Markets and Products............................................ 2 - - Market Issues................................................... 7 - - New Product Development......................................... 7 - - Competition..................................................... 9 - - Manufacturing................................................... 10 - - Backlog......................................................... 10 - - Patents, Trademarks and Other Intellectual Property............. 10 - - Employees....................................................... 11 - - 2. PROPERTIES........................................................ 11 - - 3. LEGAL PROCEEDINGS................................................. 12 - - 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............... 13 - - PART II --------- 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................................. 14 - - 6. SELECTED FINANCIAL DATA........................................... 14 55 - 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................... 14 25-33 - 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15 30-32 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................... 15 34-54 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........................................ 15 - - PART III -------- 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................ 15 - 11-12, 24 11. EXECUTIVE COMPENSATION............................................ 17 - 17-20 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................................................... 17 - 12-13, 23 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 17 - - PART IV ------- 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K........................................................ 17 - -
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Annual Report
March 21, 2003
Proxy Statement
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PART I
------Cooper Cameron Corporation
("(“CooperCameron"Cameron” or the"Company"“Company”) is a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. Cooper Cameron is also a leading manufacturer of centrifugal air compressors, integral and separablereciprocating engines,gas compressors and turbochargers.Cooper
Cameron'sCameron’s business of manufacturing petroleum production equipment and compression and power equipment began in themid-1800'smid-1800s with the manufacture of steam engines that provided power for plants and textile or rolling mills. By 1900, with the discovery of oil and gas, CooperCameronCameron’s predecessors moved into the production of natural gas internal combustion engines and gas compressors.The CompanyProduct offerings were addedto its product offeringby the Company’s predecessors through various acquisitions, in particular the acquisitions of The Bessemer Gas Engine Company (gas engines and compressors); Pennsylvania Pump and Compressor (reciprocating air and gas compressors); Ajax Iron Works (compressors); Superior (engines and compressors); Joy Petroleum Equipment Group (valves, couplings and wellheads); Joy Industrial Compressor Group (compressors); and Cameron Iron Works (blowout preventers, ball valves, control equipment and McEvoy-Willis wellhead equipment and choke valves).Cooper Cameron, a Delaware corporation, was incorporated on November 10, 1994. The Company operated as a wholly-owned subsidiary of Cooper Industries, Inc.
("Cooper"(“Cooper”) until June 30, 1995, the effective date of the completion of an exchange offer withCooper'sCooper’s stockholders resulting in the Company becoming a separate stand-alone company. The common stock of Cooper Cameronis tradingtrades on the New York Stock Exchange under the symbol"CAM"“CAM”.In
June 1996, Cooper Cameron purchased the assets and assumed certain operating liabilities of Ingram Cactus Company for approximately $100.5 million in cash. The business acquired manufactures and sells wellheads, surface systems, valves and actuators used primarily in onshore oil and gas production operations, and owned manufacturing facilities in Oklahoma City, Oklahoma and Broussard, Louisiana, as well as in the United Kingdom and Austria. The Company also acquired interests in the Ingram Cactus joint ventures in Venezuela and Malaysia. The operations have now been integrated into those of the Cameron division. In October 1996, Cooper Cameron acquired, for its Cameron division, certain assets and assumed certain liabilities of Tundra Valve & Wellhead Corp., a Canadian manufacturer of wellheads, trees and valves, for approximately Canadian $9.8 million. Also, during 1996, Cooper Cameron acquired, for its Cooper Energy Services division, certain assets of a developer and provider of ignition systems for gas engines, particularly those used in large-scale gas transmission installations, for approximately $6.1 million. 1”) During 1997, the Company's Cameron division made three small product line acquisitions totaling $6.3 million. During 1998, the Company made four acquisitions of companies offering aftermarket products and services at a cash cost of approximately $15 million. In April1998, the Company acquired Orbit Valve International, Inc.("Orbit(R)"(“Orbit®for approximately $104 million in cash and debt.. Orbit became part of the Cooper Cameron Valves organization. Orbit manufactures and sellshigh- performancehigh-performance valves and actuators for the oil and gas and petrochemical industries.Orbit'sOrbit’s primary manufacturing facility is located in Little Rock, Arkansas with a sales, marketing, assembly, test and warehousing base at Livingston, Scotland in the United Kingdom.During 1999, the Company sold its rotating compressor product line business to Rolls-Royce plc for approximately $200 million. The operations that were sold had primary facilities in Liverpool, United Kingdom, Hengelo in the Netherlands and Mt. Vernon, Ohio.
TheIn January 2001, the Company decided to
divestexit the market for new Superior brand natural gas engines and close its Springfield, Ohio manufacturing facility. Manufacturing operations at this facility were discontinued in the first half of 2001.In September 2002, the Company acquired certain assets of Stewart and Stevenson’s Petroleum Equipment Segment, providing a combination of product line
because it did not controladditions and cost savings opportunities within thekey technologyCameron division. In December 2002, the Company acquired Nutron Industries, a valve manufacturer based in Edmonton, Canada. This acquisition expands the product offerings of thebusiness (the engine which Rolls-Royce provides)Cooper Cameron Valves division, andhad limited aftermarket opportunities. Also during 1999,provides opportunities to grow sales outside theCompany's Cameron division acquired the remaining interestUnited States, particularly ina joint venture located in Venezuela in which it previously held a 49% equity interest. BUSINESS SEGMENTS ----------------- MARKETS AND PRODUCTSCanada.Business Segments
The
Company'sCompany’s operations are organized intofourthree separate business segments, which are Cameron, Cooper Cameron ValvesCooper Energy Servicesand CooperTurbocompressor,Compression, each of whichis alsoconducts business as adivision.division of the Company. Foradditional
industrybusiness segment information for each of the three years in the period ended December 31,1999,2002, see Note 13 of the Notes to Consolidated Financial Statements, which Notes are incorporated herein by reference in Part II, Item 8 hereof("(“Notes to Consolidated FinancialStatements."Statements”).Cameron Division
Cameron
manufactures pressure controlis a leading provider of systems and equipment usedat the wellhead in the drilling forto control pressures andproduction and transmissiondirect flows of oil and gasbothwells. Its products are employed in a wide variety of operating environments including basic onshore fields, highly complex onshore andoffshore. The primaryoffshore environments, deepwater subsea applications and ultra-high temperature geothermal operations.Cameron is a global supplier of integrated drilling systems for land, offshore platform and subsea applications. Cameron’s products include surface and subsea production systems, blowout preventers, drilling and production control systems, gate valves, actuators, chokes, wellheads, drilling
valves, blowout preventers ("BOPs")riser andcontrol systemsaftermarket parts and services. Cameron’s products are marketed under thewell-knownbrand namesCameron(R)Cameron®,W-K-M(R)W-K-M®,McEvoy(R)McEvoy® and Willis®. Additionally, Cameron manufacturers elastomers, which are used in pressure and flow control equipment, other petroleum industry applications as well as in the petroleum, petrochemical, rubber molding and plastics industries.Cameron’s aftermarket program, CAMSERV™,
Willis(R),combines traditional aftermarket services andIngram Cactus(R). Theproducts, such as equipmentis manufactured in a variety of sizesmaintenance andto various specificationsreconditioning, withworking pressure ratings up to 30,000 pounds per square inch ("p.s.i."). The wellhead equipment isCameron’s information technology toolset. CAMSERV’s services are designed tosupportprovide flexible, cost-effective solutions to customer aftermarket needs throughout thecasing and production tubulars and includes casing head housings, casing heads and tubing heads. Valves of different sizes and design are assembled with other components into an assembly known as a "christmas tree," which is mounted on the wellhead equipment and is used to control the flow of oil and gas from a producing well. Most christmas trees are custom designed to meet individual customer requirements. 2world. Cameron also manufacturesprovides an inventory of repair parts, service personnel, planning services and inventory and storage of customers’ idle equipment. During the last couple of years, Cameron has continued to enhance its aftermarket presence worldwide with new facilities in Saudi Arabia, Macae, Brazil and Malabo, Equatorial Guinea along with a world-class CAMSERV facility scheduled for completion in early 2003 in Luanda, Angola.As petroleum exploration activities have increasingly focused on subsea
production systems, which consistlocations, Cameron directed much ofequipment used to complete an oil or gas well on the sea floor. Subsea systems tend to be sophisticated and generally require a high degree of technological innovation. In 1993, Cameron introducedits new product development efforts toward this market. Cameron’s patentedSpoolTree(TM)SpoolTree™ horizontal subsea production system,for usewhich was introduced in 1993, is used in oil and gas fields with subsea completions that require frequent retrieval of downhole equipment. With the SpoolTree system, well completion and workover activities can be performed without a workover riser or removal of thechristmasChristmas tree and under conventional blowout preventer control, thereby reducing the time, equipment andequipmentexpense needed to perform such activities.Cameron's drilling-related equipment includes ram and annular BOPs. Cameron has experienced a dramatic increase in its BOP sales over the past few years due to an increased market focus on and, up until the second half of 1998, improving fundamentals in the drilling business. Although order levels declined during the latter part of 1998 and into 1999, a backlog of orders linked to rig upgrades and new-build construction resulted in increased drilling-related revenues in 1999. Cameron also produces other drilling-related equipment, the most important of which are choke manifolds, drilling risers and control systems. Additionally, Cameron provides complete integrated elastomer research, development and manufacturing. These products are used in pressure and flow control equipment. This technology also supports the petroleum, petrochemical, rubber molding and plastics industries in the development and testing of elastomer and plastic products.The Cameron Willis Chokes business unit was formed
in late 1997to focus resources on the choke product line with the goal of enhancingCameron'sCameron’s performance in this product line. Cameron Willis manufactures Cameron and Willis brand chokes and Cameron brand actuators for the surface and subsea productionchokes, control valves, drilling choke systems, actuators, and pigging and production automation systems.markets. TheCompany'sCompany’s primary choke manufacturing operations have now been consolidated into its Longford, Irelandfacility.facility with surface gate valve actuator manufacturing primarily performed at the Cameron Willis plant in Houston, Texas, which commenced operations in an expanded facility in March 2002.In 1998, Cameron opened a new research center in Houston, Texas that has ten specially designed test bays to test and evaluate Cameron’s products under realistic conditions. These include environmental test chambers to simulate extreme pressures and temperatures, high-strength fixtures for the application of multi-million pound tensile and bending loads, high pressure gas compressors and test enclosures, a hyperbaric chamber to simulate the external pressures of deep water environments, and two circulation loops for erosion and flow testing.
During 2001, Cameron reorganized to address the growing market for system-level subsea projects, in which clients entrust their suppliers with more responsibility to deliver complete systems. The Offshore Systems organization was created expressly for such projects and provides concept design, systems engineering, and project management for offshore projects.
During 2002, Cameron introduced a new Environmental Safe Guard (ESG™) system which combines a traditional surface blowout preventer with a subsea device (the ESG unit) at the bottom of the drilling string. This allows operators to use the less expensive second- or third-generation semisubmersible rigs, instead of fourth- or fifth-generation units, to drill in deepwater locales.
Also in 2002, Cameron Controls
business unitwascreated in late 1996reorganized, witha primary goal of expanding Cameron's role as a provider ofdrilling controlsequipment.merging with Cameron’s Drilling organization, and productionequipment used onand workover controls merging with theocean floor operates from a platform or other remote location through hydraulic or electronic connections that allow the operator to measure and control the pressures and throughput associated with these installations. Cameron Controls'Offshore Systems organization. Cameron’s two primary controls manufacturing assembly and testing facilities are located in Celle, Germany and Houston, Texas.The Cameron division has established an aftermarket business unit with a comprehensive worldwide aftermarket organization that provides replacement parts, field service, major repairs and overhauls, unit installation assistance and Total Vendor Management contracts. Cameron also provides an inventory of repair parts, service personnel, planning services and inventory and storage of customers' idle equipment.Cameron primarily markets its
petroleum production equipmentproducts directly to end-users through a worldwide network of sales and marketing employees, supported by agents in some international locations. Due to theextremelytechnical nature of many of the products, the3marketing effort is further supported by a staff of engineering employees. The balance of Cameron'sCameron’s products are sold through established independent distributors.Cameron'sCameron’s primary customers include
majoroil and gasexploration and production companies,majors, independentoil and gas exploration and production companies, foreign national oil and gas companies,producers, engineering and construction companies, drilling contractors, rental companies andrental equipment companies.geothermal energy producers.Cooper Cameron Valves Division
Cooper Cameron Valves
("CCV") manufactures(CCV) is a leading provider of valvesranging in sizes from 1/4 inch to 60 inches in diameterand related systems primarily used to control pressures and direct the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Large diameter valves are used primarily in natural gas transmission lines. Smaller valves are used in oil and gas gathering and processing systems and in various types of industrial processes in refineries and petrochemical plants.GateEquipment used in these environments is generally required to meet demanding API 6D and American National Standards Institute (ANSI) standards.CCV’s products include gate valves, ball valves, butterfly valves, Orbit valves, rotary process valves, block
and& bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services. These products are marketed under the brand namesCameron(R)Cameron®,W-K-M(R)W-K-M®,Orbit(R)Orbit®,Demco(R)Demco®,Foster(R)Foster®, Thornhill Craver™, TriAx® andThornhill Craver(TM)TruSeal®. During the first quarter of 2000, CCV expanded its field service capabilities with the acquisition of Valve Sales Inc., a Houston-based valve repair and manufacturing company. CCV’s aftermarket business is known as VALVSERV. As described previously, Nutron, a Canadian valve manufacturer was acquired in December 2002 in order to further expand CCV’s product offerings, particularly in Canada.CCV markets its equipment and services through a worldwide network of combined sales and marketing employees,
carefully selecteddistributors and agents in selected international locations. Due to theextremelytechnical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.CCV'sCCV’s primary customers include
major and independentoil and gasexplorationmajors, independent producers, engineering andproduction companies, foreign national oil and gasconstruction companies, pipelinecompanies, refining companiesoperators, drilling contractors anda wide range of industrial,major chemical, petrochemical andprocessing industryrefining companies.In early 2000, CCV will launch a "Valve Advisor" onCooper Compression Division
Cooper Compression was created in 2002 through the
Internet to facilitate the purchasecombination ofengineered products over the web. Customers and distributors will have ready access to product information, including detailed technical drawings, product availability and pricing. In addition, this service will allow CCV to tap into markets that are not covered via existing distribution channels.Cooper Energy ServicesDivision(CES) and CooperEnergy Services ("CES") providesTurbocompressor (CTC). The business is divided into Reciprocating Technology, which encompasses the products and servicestohistorically provided by CES, and Centrifugal Technology, which encompasses theoilair compression markets traditionally served by CTC.Cooper Compression is a leading provider of reciprocating and
gas productioncentrifugal technology, including reciprocating compression equipment andtransmission, processrelated aftermarket parts andpower generation markets. The primaryservices for the energy industry. CooperCompression’s products include
engines,aftermarket parts and services, integralengine compressors,reciprocating engine-compressors, reciprocating compressors, turbochargers, control systems, integrally geared centrifugal compressors, compressor systems and controls. Its aftermarket services include spare parts, technical services, repairs, overhauls andservice. CES marketsupgrades. Its Compression Solutions™ services include rental compressors, air-over-the-fence (long-term contracts to purchase compressed air) and air system audits.Cooper Compression’s products and services are marketed under the Ajax®, Superior®, Cooper-Bessemer® (Reciprocating Products), Penn™, PPC®, Enterprise™, Texcentric®, Nickles Industrial™, Turbine Specialties™, Turbo Air®, Genuine Joy® (aftermarket parts only), Dry Pak™, Turboblend®, TA™ and MSG® (centrifugal products) brand names. Cooper Compression provides global support for its products
worldwide under the well-known brand names Ajax(R), Cooper-Bessemer(R), Superior(R), Enterprise(R), C-B Turbocharger(R), PPC(R), Service Solutions(TM)andTexcentric(R). 4CES's reciprocating products include engines and compressorsmaintains sales and/or service offices inboth "integral" and "separable" configurations. CES also manufactures four-cycle, natural gas-fueled, reciprocating power engines in both "in-line" and "V" configurations. CESkey international locations.Reciprocating Technology
Cooper Compression provides
theAjax integral engine-compressors (140 to 880 horsepower), which combine the engine and compressor on a single drive shaft and are used for gas re-injection and storage, as well as smaller gathering and transmission lines. In addition, a line of rotary screw compressors powered by natural gas engines and electric motor drives wasintroducedadded in 1997.CES is continuing to work on aA proprietary 1,150 psi high-pressure rotary screwsystem. The Superior internal combustion engines (500 to 3,200 horsepower) are manufactured by CES to drive compressors for gas compression, generators to provide power sources, and pumps used for various liquid applications. During 1999, the high speed Superior 2400G engines, availablesystem was introduced insix, eight, twelve or sixteen-cylinder configurations, were enhanced with the addition of more user- friendly controls, detonation-sensing technology and low-compression power pistons. Development of the Superior HG engine, a new high-horsepower engine for the compression market, was also initiated during the year. The1999.Superior reciprocating compressors
(400(200 to 9,000 horsepower) are used primarily for natural gas applications, including production, storage, withdrawal, processing and transmission, as well as petrochemical processing. ThenewSuperior WG compressor serieshas beenwas introduced in 2000 for large project applications up to 9,000 horsepower. Thesehigh speedhigh-speed separable compressor units can be matched with either natural gas engine drivers or electric motors and provide asignificant installedcost advantage over competitive equipment in the same power range.There is
a significantan installed base of Cooper-Bessemer, Penn, Enterprise, Superior, Ajax and Joy engines and compressors (up to 30,000 horsepower) for whichCESCooper Compression provides replacement parts and service on a worldwide basis.DuringIn 1999,
CES organized into four business units in order to better focus on the strategic growth, product development, and technical support unique to its product offerings and to better serve its customers' needs. The four business units consist of the Superior Engine, Ajax and Superior Compressor, Aftermarket Parts, and Aftermarket Service business units. CES also made the decision in 1999 to sell all of its current offeringsales of new compression equipment domestically was begun through a network of independent distributors rather than on a direct basiswithto the end user. These distributorsarehave to date been offered varying levels of pricing and support depending on their volume of purchases and whether the products purchased are for their own rental fleets or for resale.CES expects to have substantially completed itsThe network of distributors for domestic compression equipmentbywas completed in mid-2000.CES is offering its power generation equipment domestically through a separate group of independent distributors andCooper Compression continues to sellbothits compressionand powerequipment internationallydirectdirectly toend-usersend users through a network of sales and marketing employees supported by agents in some locations.5In addition to the previously described sale of the rotating business,
previously described, CES initiatedCooper Compression has undergone a significant level of restructuringaimed at improvingto enhance the productivity of its manufacturing processes.In June 1999, CES announced theThe closing of the Grove City, Pennsylvania plant andfoundry.foundry was completed in 2000. Most of the activity previously conducted at that locationis beingwas outsourced to third parties or relocated to otherCES or Cooper Cameronfacilities. InJune 1999,2001, the relocation of the central warehouseinfrom Mt. Vernon, Ohio to Houston, Texas wasannounced as well ascompleted. The 2001 acquisitions of Nickles Industrial and Turbine Specialties Inc. allowed Cooper Compression to expand its aftermarket business into servicing compression and power equipment from other manufacturers.As part of its restructuring, Cooper Compression has constructed the new Superior separable compressor plant and research and development center in Waller, Texas. Each manufacturing station in the new plant is designed for short cycle, just-in-time machining and assembly to reduce inventory requirements and product lead times. The plant is designed to manufacture the division’s complete line of Superior compressor units to serve the natural gas market. The relocation of the existing compressor plant in Mt. Vernon, Ohio to the new Waller
Texas. Allfacility was completed in the first half ofthese restructuring activities are expected2001.In January 2001, the decision to
beexit the market for new Superior brand natural gas engines, including its 2400 engine line, and to close the Springfield, Ohio engine plant was announced. This shutdown was substantially completed by the end of the second quarter of 2001.Cooper Compression continued its restructuring efforts in
2000. CES will also continue2002 with the fourth quarter decision tooutsource other manufacturing activity during 2000 where significant cost savings can be achieved. Theclose an additional 13 facilities worldwide in order to properly size the business with respect to current market conditions.Cooper Compression’s primary customers
forin reciprocating technology include gas transmission companies, compressionand power equipment include the major oil and gasleasing companies,large independentoil and gas producersgas transmission companies, equipment leasing companies, petrochemicalandrefining divisions of oil companies,processors and independent powerproducers, non-utility generatorsproducers.Centrifugal Technology
Cooper Compression also manufactures and
chemical companies. Cooper Turbocompressor Division Cooper Turbocompressor ("CTC") markets its products under the brand names of TurboAir(R), Quad 2000(R), and MSG(R). This division manufactures the integrally geared centrifugal air compressors of the Joy Industrial Compressor Group. The compressors are used by industrial plants as a source of power for the operation of tools, actuation of control devices and to power automatic and semi-automatic production equipment. These compressors are used in industries such as automotive, electronic, textile, chemical, food and beverage and general manufacturing. In addition, CTC also manufacturessupplies integrally geared centrifugal compressors,forcompressor systems and controls to customers around the world. Additionally, it offers complete aftermarket services and Compression Solutions, including rental compressors, air-over-the-fence and air system audits. Centrifugal air compressors, used primarily in manufacturing processes, are sold under the trade name of Turbo Air, with specific models including the TA-2000, TAC-2000, TA-3000, TA-6000, TA-11000 and TA-20000. Engineered Compressors are used in the process air and gasapplications. In these cases,markets and are identified by thecompressor is an integral parttrade names ofthe process in industries such as air separation, chemical, pharmaceutical, fermentation, petrochemical, refiningTA andsynthetic fuel.MSG.The process and plant air centrifugal compressors
manufactured by CTCdeliver oil-free compressed gas to the customer, thus preventing oil contamination of the finished products.Industrial markets worldwideWorldwide customers increasingly prefer oil-free air for quality, safety, operational and environmental reasons.CTCCooper Compression provides installation and maintenance service, labor, parts, repairs, overhauls and upgrades to its worldwide customers for plant air and process gas compressors. It also provides aftermarket service and repairs on all equipment it produces through a worldwide network of distributors, service centers and field service technicians utilizing an extensive inventory of parts, including Genuine
Joy(R)Joy parts.Replacement partsCooper Compression’s customers in centrifugal technology are
made to the same high quality standards as those used in new compressors. CTC expanded its service organizationpetrochemical and refining companies, natural gas processing companies, durable goods manufacturers, utilities, air separation and chemical companies and industrial manufacturing companies withadded training and certification of its domestic and international distributors in the plant air market. CTC provides installation and maintenance service labor, parts and factory repairs and upgrades to its worldwide customers for plant air and process gas compressors. Aero performance and microprocessor-based control system upgrades, as well as refurbishing and re-warranting used compressors, wasasignificant area of CTC's aftermarket business in 1999. 6CTC primarily sells its products through sales representatives and independent distributors supported by a staff of trained product specialists. Regional application centers, located world-wide, support our customers locally. CTC is actively expanding its product range through the addition of new compressor frames (TA 6000 and TA 11000) and the addition of trademark accessories such as Dry Pac(R) heat compression dryers and Turboblend(R) hydro- cracked turbomachinery lubricating oil. CTC is also continuing its efforts tospecific focus onsuperior customer service. MARKET ISSUESautomotive, glass, textile, electronics, food, container, beverage, pharmaceutical and other companies that require reliable air compressors.Cooper Cameron, through its segments, is
one of the market leadersa leader in the global market for petroleum production equipment. Cooper Cameron believes that it is well positioned to serve these markets. Plant and service center facilities around the world in majoroil producingoil-producing regions provide a broad, global breadth of market coverage.The international market
is expectedcontinues to be amajorsource of growth for Cooper Cameron. The desireof both the developed and the developing countriesto expandtheiroil and gas resources and transmission capacity in developed and developing countries, for both economic and political reasons,willcontinues to beone of the primary factorsa major factor affecting market demand. Additionally, establishment of industrial infrastructure in the developing countries will necessitate the growth of basic industries that require plant air and process compression equipment. Production and service facilities in North and South America, Europe,andthe Far East and West Africa provide the Company with the ability to serve the global marketplace.In each of Cooper
Cameron'sCameron’s business segments, a large population of installed engines, compression equipment, andgasoil andoilgas production equipment exists in both the U.S. and international market segments. The rugged,long- livedlong-lived nature of the equipment that exists in the field provides apredictable and profitablerelatively stable repair parts and service business. The Company expects that as increasing quantities of new units are sold into the international markets, there will be a continuing growth opportunity in market demand for aftermarket parts and service.NEW PRODUCT DEVELOPMENT As petroleum exploration activities have increasingly been focused on subsea locations,Geographic Breakdown of Revenues
Revenues for the
Cameron division has directed much of its new product development efforts toward this market. In subsea exploration, customers are particularly concerned about safety, environmental protection and ease of installation and maintenance. Cameron's reputation for high quality and high dependability has given it a competitive advantage in the areas of safety and environmental protection. A patented subsea production system called the SpoolTree, which was introduced in 1993, offers substantial cost reductionyear ended December 31, 2002 were generated from shipments to thecustomer as it is based upon a novel concept that eliminates the need for a workover riser or removalfollowing regions of thechristmas tree during workover. Cameron has pioneered this concept and has developed similar products for land and platform applications, which significantly reduce customer costs. 7Cameron has also introduced the MOSAIC(TM) (Modular Subsea And Integrated Completions) system. MOSAIC includes a suite of pre-engineered elements with standard interfaces that can be combinedworld (dollars ina fashion to allow customers to configure a system to meet their specific needs. Cameron believes that it has chosen to standardize components at a level low enough to give customers the required customization while providing engineering and manufacturing efficiencies. Cameron has realigned its engineering and marketing resources to further develop and market the MOSAIC subsea system and other stand-alone standardized subsea products, such as christmas trees and wellheads.thousands):
Region
Revenues
% to Total
North America
$
750,059
48.8
%
South America
75,992
4.9
Asia, including Middle East
264,063
17.2
Africa
205,641
13.4
Europe
226,676
14.7
Australia, New Zealand And Other
15,669
1.0
$
1,538,100
100.0
%
Several new drilling products
werehave been introducedin 1998 and 1999.by Cameron since 1998. These new productsincludedinclude the 3.5 million-pound load capacityLoadKing(TM)LoadKing™ riser system,which set the industry standardused for drilling in up to 10,000-foot water depths; a new lightweight and lower-cost locking mechanism for subsea BOPs; and a new generation of variable-bore ram packers. Additionally,Cameron'sCameron’s Freestanding Drilling Riser, introduced in 1999, was a winner of the Petroleum Engineer International Special Meritorious Award for Engineering Innovation.InDuring 2002, Cameron’s new Environmental Safe Guard system received World Oil® magazine’s prestigious “Next Generation” award as “Best Drilling/Completion Solution.”During 2002, Cameron marked the tenth anniversary of its introduction of the patented SpoolTree™ subsea production system, a tree design referred to generically as a horizontal subsea tree. The SpoolTree has received numerous awards for its advanced technology and innovation, was recognized for its contributions to the industry at the Offshore Technology Conference in Houston during May
1998,2002, and resulted in Cameronopenedreceiving the prestigious Queen’s Award for Enterprise in the U.K. A Cameron SpoolTree was installed in 2002 at a newResearch Centerworld record depth of 7,209 feet inHouston, Texas. The 53,000 sq. ft. Research Center is one of the largest product development facilitiesMarathon’s Camden Hill field in theoil service sector. The facility has 10 specially designed test bays to test and evaluate Cameron'sGulf of Mexico.Several new controls products
under realistic conditions. These include environmental test chambers to simulate extreme pressures and temperatures, high-strength fixtures for the application of multi-million pound tensile and bending loads, high pressure gas compressors and test enclosures, a hyperbaric chamber to simulate the external pressures of deep water environments, and two circulation loops for erosion and flow testing. This Research Center is instrumental in providing Cameron's customers with innovative and cost-effective products. In 1997,have been added since 1997. CameronControls successfullylaunched a new electro-hydraulic drilling control systemthat was favorably receivedinthe market. A1997 and a new subsea production control systemwas developed and launchedin 1998.This successful product launch has significantlyIn 2001, the Company expanded the CAMTROL system to include all of Cameron’s controls capabilities, including production, drilling and workover. In May 2002, Cameron enhanced its production controls offering by upgrading thesubsea systems offerings forcontrollers and software. These improvements follow thecompany.CAMTROL design philosophies of modularity and redundancy.In
response to customer needs, CES has introduced the new, higher-horsepower, Superior HG engine. This natural gas-fueled engine is rated at 5,000 HP (550 HP higher than the nearest competition) and will serve high-end gas compression and power generation markets worldwide. As a complement to the HG engine, CES has also initiated2000, CCV completed the development ofthe Superior WG compressor series. These high-speed separable compressor units can be matched with either natural gas engine drivers (like the HG engine) or electric motors for upstream production, mid-stream processinga range of 2” to 16” ball valves capable of performing at pressures of 10,000 psi andgas transmission markets. The speed, power and versatilityin water depths ofthe WG series provide a significant installed cost advantage over competitive equipment in the same power range. CES' first sale of the new unit was for an electric motor-driven dual gas boosting application, and is to be installed in the third quarter of 2000. CTC10,000 feet.Cooper Compression has focused product development resources to further expand its high efficiency plant air compressor line and to provide
customengineered compressors matched to thelatestrequirements of its8industrial gascustomers. The latter is being achieved by advances in aerodynamic and rotor dynamic analytical design capability. Theearly 2000year 2001 saw the addition of centrifugal gas applications.Through the introduction of
the TA 6000 and the planned introduction of the TA 11000 in the fourth quarter of 2000 will extend the CTCits new compressor frames, Cooper Compression’s standard product range was extended up to 2,500horsepower. These new products position CTChorsepower, positioning itself as astate-of-the artviable supplier of turbo plant air compressors in a wide range of horsepowers.OtherOne of the new products,includetheupdated QuadTAC-2000, for which patents have been applied, is the only air-cooled, packaged centrifugal compressor on the market today. This compressor won 2001’s Silver Award for Product of the Year from Plant Engineering magazine. In 2001, remote monitoring was added to the control system capabilities. The new Vantage Controller is available as an upgrade kit for both proprietary and competitor compressors.Since 2000,
Controller with state-of- the-art communication capabilities,Cooper Compression’s product range has been expanded through the addition of new compressor frames (TA-6000, TAC-2000, TA-11000 and TA-20000) and the addition of trademarked accessories such as Dry Pak heat of compressiondryer systems, branded lubrication oil,dryers andimproved aerodynamic compressor stages. COMPETITIONTurboblend, a hydro-cracked turbomachinery lubricating oil. In 2001, an active aftermarket effort was begun, leveraging off of the significant base of installed equipment, the Engineered Compressor product line was redefined and the MSG Renaissance program was introduced to update the MSG product line. Also in 2001, a rental fleet, consisting of air-cooled, trailer-mounted TAC-2000 compressors was introduced and European packaging capability was established to better serve customers in the region. During 2002, Cooper Compression continued to penetrate the large markets in Western and Eastern Europe via a newly established regional office in Milan, Italy.Cooper Cameron competes in all areas of its operations with a number of other companies, some of which have financial and other resources comparable to or greater than those of Cooper Cameron.
Cooper Cameron
believes ithas a leading position in the petroleum production equipment markets, particularly with respect to its high-pressure products. In these markets, Cooper Cameron competes principally with Balon Corporation, Circor, Dril-Quip, Inc., Dresser Valve, FMCCorporation,Technologies, Inc., Hydril Company, Aker Kvaerner, Masterflo, Neles-Jamesbury, Varco International, Inc.,Masterflo, Kvaerner OilWood Group, ABB (Offshore Systems division) andGas,Vetco Gray Inc. (a subsidiary ofAsea Brown Boveri), Dril-Quip, Inc. and Hydril Company.ABB). The principal competitive factors in the petroleum production equipment markets are technology, quality, service and price. Cooper Cameron believesthatseveral factors give it a strong competitive position in these markets. Most significant are CooperCameron'sCameron’s broad product offering, its worldwide presence and reputation, its service and repair capabilities, its expertise in high pressure technology and its experience in alliance and partnership arrangements with customers and other suppliers.Cooper Cameron
believes italso has a leading position in the compressionand powerequipment markets. In these markets, Cooper Cameron competes principally with the Dresser Rand Division of Ingersoll-Rand Company,Caterpillar Inc.,Ingersoll-Rand Air Solutions Group, Demag, GHH/Borsig, Elliott Company, a division of Ebara, Ariel CorporationWaukesha Engine Division of Halliburton Company's Dresser Equipment Groupand Atlas-Copco AB. The principal competitive factors in the compressionand powerequipment markets are engineering and design capabilities, product performance, reliability and quality, service and price. Cooper Cameronbelieves that its competitive position is based on several factors. Cooper Cameronhas abroad product offering and, unlike many of its competitors, manufactures and sells both engines and compressors (both as separate units and packaged together as a single unit). Cooper Cameron led the industry in the introduction of low emission engine technology and continues today as an industry leader in this technology. Cooper Cameron has a highlyvery competent engineering staff and skilled technical and service representatives, with service centers located throughout the world.In all of its markets, Cooper Cameron's products have strong brand recognition and Cooper Cameron has an established reputation for quality and service. Cooper Cameron has a significant base of previously-installed products, which provides a strong demand for aftermarket parts and service. Cooper Cameron has modern manufacturing facilities and state-of-the-art testing capabilities. 9MANUFACTURINGCooper Cameron has manufacturing facilities worldwide that conduct a broad variety of processes, including machining, fabrication, assembly and testing using a variety of forged and cast alloyed steels and stainless steel as the primary raw materials. In recent years, Cooper Cameron has rationalized plants and products, closed various manufacturing facilities, moved product lines to achieve economies of scale, and upgraded the remaining facilities.
Manufacturing processes have been improved and significant capital expenditures have been made.Such rationalization steps are continuing to take place in 2003. Cooper Cameron maintains advanced manufacturing, quality assurance and testing equipment geared to the specific products that it manufactures and uses extensive process automation in its manufacturing operations. The manufacturing facilities utilizecomputer aided numeric controlledcomputer-aided, numeric-controlled tools and manufacturing techniques that concentrate the equipment necessary to produce similar products in one area of the plant in a configuration commonly known as a manufacturing cell. One operator in a manufacturing cell can monitor and operate several machines, as well as assemble and test products made by such machines, thereby improving operating efficiency and productquality while reducing the amount of work-in-process and finished product inventories.quality.Cooper
Cameron believes that itsCameron’s test capabilities are critical to its overallprocess.processes. The Company has the capability to test most equipment atfull load,rated operating conditions, measuring all operating parameters, efficiency and emissions. All process compressors for air separation and all plant air compressors are given a mechanical and aerodynamic test in a dedicated test center prior to shipment.All of Cooper
Cameron'sCameron’s Asian, European and Latin American manufacturing plants are ISO certified and API licensed. Most of the U.S. plants are ISO certified and certification isin processplanned for the remainder. ISO is an internationally recognized verification system for quality management.BACKLOGCooper
Cameron'sCameron’s backlog was approximately$513$827.8 million at December 31,1999,2002, (approximately92%76% of which is expected to be shipped during2000)2003) as compared to$790$695.4 million at December 31,1998,2001 and$786$528.2 million at December 31,1997.2000. Backlog consists of customer orders for which a purchase order has been received, satisfactory credit or financing arrangements exist and delivery is scheduled.PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY Cooper Cameron believes that the success of its business depends more on the technical competence, creativityPatents,Trademarks and
marketing abilities of its employees than on any individual patent, trademark or copyright. Nevertheless, asOther Intellectual PropertyAs part of its ongoing research, development and manufacturing activities, Cooper Cameron has a policy of seeking patents when appropriate on inventions
concerninginvolving new products and product improvements. Cooper Cameron owns260241 unexpired United States patents and683664 unexpired foreign patents. During1999, 802002, 21 new U.S. and 120 new foreign patent applications werefiled, more than the last three years combined. 10filed. Although in the aggregate these patents
and Cooper Cameron's trademarksare of considerable importance to the manufacturingand marketingof many of its products, Cooper Cameron does not consider any single patent ortrademark orgroup of patentsor trademarksto be material to its business as awhole, exceptwhole.Trademarks are also of considerable importance to the marketing of Cooper Cameron’s products. Cooper Cameron considers the following trade names to be material to its business as a whole: Cameron, Cooper-Bessemer (Reciprocating Products), Ajax, Willis and
Cooper-Bessemer trademarks.W-K-M. Other important trademarks used by Cooper Cameron includeAjax,C-B Turbocharger™, Demco, DryPak, Dynacentric™, Dynaseal™, Enterprise, Foster, Genuine Joy, H & H™, McEvoy, MSG, Nickles Industrial, Orbit, PPC, Penn, POW-R-SEAL™, Quad 2000™, SAF-T-SEAL™, Superior,TurboAir, MSG, Quad 2000, C-B Turbocharger, Enterprise, ENOX,TA, Texcentric,Orbit, W-K-M, McEvoy, Willis, Demco, PPC,Thornhill Craver, TriAx, TruSeal, Turbine Specialties, Turbo Air, Turboblend andFoster.VANTAGE™. Additionally, Cooper Cameron has the right to use the trademark Joy on aftermarket parts until November 2027. Cooper Cameron has registered its trademarks in the countries where such registration is deemed material.Cooper Cameron also relies on trade secret protection for its confidential and proprietary information. Cooper Cameron routinely enters into confidentiality agreements with its employees and suppliers. There can be no assurance, however, that others will not independently obtain similar information or otherwise gain access to Cooper
Cameron'sCameron’s trade secrets.EMPLOYEESAs of December 31,
1999,2002, Cooper Cameron had approximately7,2007,800 employees, of which approximately1,3141,446 were represented by labor unions. Cooper Cameron believes its current relations with employees are good.AThere were no laborcontract expired during December 1999 covering 126 hourly employees at thecontracts negotiated in 2002. On January 1, 2003, Camerondivision in the United Kingdom. Negotiations have now been completed with respect tosigned a new three-yearcontractagreement withthese employees. The only other significant labor contracts expiring during 2000 cover 582 Cameronthe Amalgamated Engineering andCCV hourly and non-exempt employees at locations in France, Mexico, Singapore, the United Kingdom and Venezuela and 154Electrical Union (AEEU), representing 280 hourly employees in the Leeds, England facility. The Company’s relations with the AEEU are excellent and the signing of this three-year agreement provides a stable environment for this important facility.Our website is www.coopercameron.com. Available free of charge on our website is information such as previously filed reports with the Securities and Exchange Commission (SEC), charters of the Committees of the Board, press releases and other documents that may be required to be made available by the SEC or the New York Stock Exchange. The information on our website is updated as soon as reasonably practicable. The information on our website is not, and shall not be deemed to be, a part of this Form 10-K or any other filing we make with the SEC. Additionally, our previously filed reports and statements are also available at the
Turbocompressor division plant in Buffalo, New York. The Turbocompressor employees are represented by the Machinists Union (IAM) and are covered by a labor agreement that expires July 30, 2000. Negotiations with the Machinists Union will begin in the second quarter of 2000.SEC’s website, www.sec.gov.The Company currently operates manufacturing plants ranging in size from approximately
9,50021,000 square feet to approximately541,000447,000 square feet of manufacturing space. The Company also owns and leases warehouses, distribution centers, aftermarket and storage facilities, and sales offices. The Company leases its corporate headquarters office space anditsspace for the Cameron division headquartersoffice spacein Houston, Texas.The Company manufactures, markets and sells its products and provides services throughout the world, operating facilities in numerous countries.
OnAt December 31,1999,2002, the significant facilities used by Cooper Cameron throughout the world for manufacturing, distribution, aftermarket services, machining, storage and warehousing contained an aggregate of approximately7,656,7368,027,488 square feet of space, of which approximately6,676,9626,580,048 square feet(87%(82%) was owned and979,774 (13%1,447,440 (18%) was leased. Of this total, approximately5,251,6985,807,822 square feet(69%of space (72%)areis located in the United States and1,546,021Canada, 342,695 square feet(20%of space (4%)areis located inEurope.Mexico and South America, and 1,876,971 square feet of space (24%) is located in Europe, Africa and Asia. The table belowlistsshows the number of significant manufacturing, warehouse and distribution and aftermarket facilities byindustrybusiness segment and geographic area. Cameron andCooper Cameron ValvesCCV share space in certain facilities and, thus, are being reported together.11
Asia/Pacific Western Eastern and Hemisphere Hemisphere Mideast Total -------------- ------------- -------------- ----------Cameron and Cooper Cameron Valves 17 12 4 33 Cooper Energy Services 21 1 0 22 Cooper Turbocompressor 3 3 0 6
Western
Hemisphere
Eastern
Hemisphere
Asia/Pacific
and
Middle East
West
Africa
Total
Cameron and CCV
47
12
5
6
70
Cooper Compression
34
3
1
0
38
Cooper Cameron believes its facilities are suitable for their present and intended purposes and are adequate for the
Company'sCompany’s current and anticipated level of operations.Cooper Cameron is a party to various legal proceedings and administrative actions, including certain environmental matters discussed below, all of which are of an ordinary or routine nature incidental to the operations of the Company. In the opinion of Cooper
Cameron'sCameron’s management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on theCompany'sCompany’s results of operations or financial condition.Environmental Matters
Cooper Cameron is subject to numerous federal, state, local and foreign laws and regulations relating to the storage, handling and discharge of materials into the environment, including the Comprehensive Environmental Response Compensation and Liability Act
("CERCLA"(“CERCLA”), the Clean Water Act, the Clean Air Act (including the 1990 Amendments) and the Resource Conservation and Recovery Act. Cooper Cameron believes that its existing environmental control procedures are adequate and it has no current plans for substantial capital expenditures in this area. Cooper Cameron hasa proactivean active environmental management program aimed at compliance with existing environmental regulations and elimination or significant reduction in the generation of pollutants in its manufacturing processes. Cooper Cameron management intends to continue these policies and programs.The cost of environmental remediation and compliance has not been a material expense for the Company during any of the periods presented in this Form 10-K. Cooper Cameron has been identified as a potentially responsible party
("PRP"(“PRP”) with respect to five sites designated for cleanup under CERCLA or similar statelaws, which impose liability for cleanup of certain waste sites and for related natural resource damages without regard to fault or the legality of waste generation or disposal. Persons liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for 12the disposal of substances foundlaws. The Company’s involvement atthose sites. Although CERCLA imposes joint and several liability on all PRPs, in application, the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Settlements often can be achieved through negotiations with the appropriate environmental agency or the other PRPs. PRPs that contributed less than one percent of the waste are often given the opportunity to settle as a "de minimis" party, resolving liability for a particular site. Cooper Cameron owns only onetwo of the siteson which ithas beenidentified as a PRP. With respect to the remaining four sites, Cooper Cameron's sharesettled by de minimis payments and involvement at two of thewaste volumeother sites isestimated andbelieved to beless than one percent.at a de minimis level. The fifth site is Osborne, Pennsylvania (a landfill into which the CooperCameron is the major PRP at one site, the Osborne LandfillCompression operation in Grove City, Pennsylvaniawhich it owns. Cooper Cameron's facility in Grove City disposed of wastes at the Osborne Landfill from the early 1950s until 1978. Adeposited waste), where remediationplan was developediscomplete and
then accepted by the U.S. Environmental Protection Agency as the preferred remedy for the site. The construction phase of the remediation was completed in 1997 and theremaining costs relate to ongoing ground water treatment and monitoring.Cooper Cameron has accrualsThe Company is also engaged inits balance sheet tosite cleanup under theextent costs are known for the five sites. Although estimatesVoluntary Cleanup Plan of thecleanup costs have not yet been made for certain of these sites, Cooper CameronTexas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. The Company believes, based on itspreliminaryreview and other factors, that theCompany's shareestimated costs related to these sites will not have a material adverse effect on the Company’s results of operations, financial condition or liquidity. However, no assurance can be given that the actual cost will not exceed the estimates of the cleanup costs,relatingonce determined. Additionally, the Company has discontinued operations at a number of other sites which had previously been in existence for many years. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. As of December 31, 2002, the Company’s consolidated financial statements included $11.1 million of environmental reserves.Cooper Cameron is a named defendant in two lawsuits regarding contaminated underground water in a residential area adjacent to a former manufacturing site of one of its predecessors. One of the suits requested class action status, which, to date, has not been granted. The Company has been and is currently working with the Texas Commission of Environmental Quality and continues to monitor the underground water in the area. The Company is of the opinion that there is no risk to area residents and that the suits essentially reflect concerns over possible declines in property value. The Company believes, based on its review of the facts and law, that any potential exposure from these
sitessuits will not have a material adverse effect on its results of operations, financial condition or liquidity.However, no assurance can be givenOther Matters
Cooper Cameron is a named defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. To date, the Company has been dismissed from a number of these suits and has settled a number of others for small sums. The Company believes, based on its review of the facts and law, that the
actual costspotential exposure from the remaining suits will notexceed the estimates of the cleanup costs once determined. Cooper Cameron does not currently anticipate anyhave a material adverse effect on its results of operations, financial condition orcompetitive position as a result of compliance with Federal, state, local or foreign environmental laws or regulations or cleanup costs of the sites discussed above. However, some risk of environmental liability and other costs is inherent in the nature of Cooper Cameron's business, and there can be no assurance that material environmental costs will not arise. Moreover, it is possible that future developments, such as promulgation of regulations implementing the 1990 amendments to the Clean Air Act and other increasingly strict requirements of environmental laws and enforcement policies thereunder, could lead to material costs of environmental compliance and cleanup by Cooper Cameron. The cost of environmental remediation and compliance generally has not been an item of material expense for Cooper Cameron during any of the periods presented, other than with respect to the Osborne Landfill described above. Cooper Cameron's balance sheet at December 31, 1999, includes accruals totaling approximately $1.3 million for environmental remediation activities.liquidity.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth quarter of
1999. 132002. PART II
-------ITEM 5. MARKET FOR
REGISTRANT'SREGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.The common stock of Cooper Cameron, par value $.01 per share (together with the associated Rights to Purchase Series A Junior Participating Preferred Stock), is traded on The New York Stock Exchange
("NYSE"(“NYSE”). No dividends were paid during1999.2002.The following table indicates the range of trading prices on the NYSE
fromfor January 2,19982001 through December 31,19982001 and for January4, 19992, 2002 through December 31,1999. Price Range ($) ------------------------------------- High Low Last -------- --------- ---------- 1999 First Quarter.............. 35 7/8 22 1/4 33 7/8 Second Quarter............. 41 5/16 27 3/4 37 1/16 Third Quarter.............. 44 7/16 32 9/16 37 3/4 Fourth Quarter............. 50 33 9/16 48 15/16 1998 First Quarter.............. 66 45 60 3/8 Second Quarter............. 71 49 3/4 51 Third Quarter.............. 53 3/4 20 1/8 28 1/2 Fourth Quarter............. 38 1/8 21 15/16 24 1/22002.
Price Range ($)
High
Low
Last
2002
First Quarter
$
52.98
$
36.40
$
51.11
Second Quarter
59.60
47.99
48.42
Third Quarter
50.86
35.94
41.76
Fourth Quarter
53.31
38.56
49.82
Price Range ($)
High
Low
Last
2001
First Quarter
$
69.28
$
52.56
$
54.00
Second Quarter
73.00
46.55
55.80
Third Quarter
57.74
28.85
32.80
Fourth Quarter
44.75
31.20
40.36
As of March
1, 2000,14, 2003, the approximate number of stockholders of record of Cooper Cameron common stock was2,666. In addition, there were approximately 25,000 beneficial holders1,520.Information concerning securities authorized for issuance under equity compensation plans is set forth in the section entitled “Equity Compensation Plan Information” in Item 12 of
the common stock, representing persons whose stock is in nominee or "street name" accounts through brokers.Part III of this report.ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption
"Selected“Selected Consolidated Historical Financial Data of Cooper CameronCorporation"Corporation” on page5557 in the19992002 Annual Report to Stockholders is incorporated herein by reference.ITEM 7.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.The information set forth under the caption
"Management's“Management’s Discussion and Analysis of Results of Operations and Financial Condition of Cooper CameronCorporation"Corporation” on pages 25-33 in the19992002 Annual Report to Stockholders is incorporated herein by reference.14ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information for this item is set forth in the section entitled
"Market“Market RiskInformation"Information” onpages 30-32page 33 in the19992002 Annual Report to Stockholders and is incorporated herein by reference.ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of the Company and the independent
auditors'auditors’ report set forth on pages34-5434-56 in the19992002 Annual Report to Stockholders are incorporated herein by reference:Report of Independent Auditors.
Consolidated Results of Operations for each of the three years in the period ended December 31,
1999.2002.Consolidated Balance Sheets as of December 31,
19992002 and1998.2001.Consolidated Cash Flows for each of the three years in the period ended December 31,
1999.2002.Consolidated Changes in
Stockholders'Stockholders’ Equity for each of the three years in the period ended December 31,1999.2002.Notes to Consolidated Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
--------ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information on Directors of the Company is set forth in the section entitled
"The“The Nominees and ContinuingDirectors"Directors” on pages11-1210-12 in the Proxy Statement of the Company for the Annual Meeting of Stockholders to be held on May11, 2000,8, 2003, which section is incorporated herein by reference. Information regarding executive officers of the Company is set forth below.There are no family relationships among the officers listed, and there are no arrangements or understandings pursuant to which any of them were elected as officers. Officers are appointed
15or elected annually by the Board of Directors at its first meeting following the Annual Meeting of Stockholders, each to hold office until the corresponding meeting of the Board in the next year or until a successor shall have been elected, appointed or shall have qualified. Section 16(a) Beneficial Ownership Reporting Compliance
The information concerning compliance with Section 16(a) is set forth in the section entitled
"Section“Section 16(a) Beneficial Ownership ReportingCompliance"Compliance” on page2423 in the Proxy Statement of the Company for the Annual Meeting of Stockholders to be held on May11, 2000,8, 2003, which section is incorporated herein by reference.CURRENT EXECUTIVE OFFICERS OF THE REGISTRANT
Present Principal Position and Other Name and Age Material Positions Held During Last Five Years - ------------ ---------------------------------------------- Sheldon R. Erikson (58)
Name and Age
Present Principal Position and Other Material Positions Held During Last Five Years
Sheldon R. Erikson (61)
President and Chief Executive Officer since January
1995. Chairman of the Board from 1988 to January 1995 and President and Chief Executive Officer from 1987 to January 1995 of The Western Company of North America. Thomas R. Hix (52) Senior Vice President of Finance and Chief Financial Officer since January 1995. Senior Vice President of Finance, Treasurer and Chief Financial Officer of The Western Company of North America from 1993 to January 1995. Franklin Myers (47) Senior Vice President since April 1995. General Counsel and Secretary from April 1995 to July 1999. President of the Cooper Energy Services division since August 1998. Senior Vice President and General Counsel from 1994 to April 1995 of Baker Hughes Incorporated. Joseph D. Chamberlain (53) Vice President and Corporate Controller since April 1995. Controller - Financial Reporting from 1994 to April 1995, of Cooper Industries, Inc. A. John Chapman (58) Vice President since May 1998. President, Cooper Cameron Valves division since 1995. Managing director of Joy Manufacturing Co. Australia Pty. Ltd., a subsidiary of Joy Technologies Inc. from February 1990 to June 1995. Jane L. Crowder (49) Vice President, Human Resources since May 1999. Vice President, Compensation and Benefits from 1996 to 1999, and Director, Compensation and Benefits from 1995 to 1996. Vice 16President, Human Resources of the CES division from September 1998 to October 1999. Vice President, Human Resources of The Western Company of North America from 1994 to 1995. William C. Lemmer (55) Vice President, General Counsel and Secretary since July 1999. Vice President, General Counsel and Secretary of Oryx Energy Company from 1994 to 1999. E. Fred Minter (64) Vice President from November 1996. Chairman from August 1999 and President from 1988 to August 1999 of the Cooper Turbocompressor division. Dalton L. Thomas (50) Vice President since July 1998. President, Cameron division since July 1998. Vice President, Eastern Hemisphere for Cameron from 1995 until July 1998. Vice President of Manufacturing and Support Services, Western Company of North America from 1989 to1995. Chairman of the Board from 1988 to January 1995 and President and Chief Executive Officer from 1987 to January 1995 of The Western Company of North America.
Franklin Myers (50)
Senior Vice President of Finance and Chief Financial Officer since January 2003. Senior Vice President from July 2001 to January 2003, Senior Vice President and President of the Cooper Energy Services division from August 1998 to July 2001 and Senior Vice President, General Counsel and Secretary from April 1995 to July 1999.
Jane L. Crowder (52)
Vice President, Human Resources since May 1999. Vice President, Compensation and Benefits from 1996 to 1999, and Director, Compensation and Benefits from 1995 to 1996. Vice President, Human Resources of the CES division from September 1998 to October 1999.
William C. Lemmer (58)
Vice President, General Counsel and Secretary since July 1999. Vice President, General Counsel and Secretary of Oryx Energy Company from 1994 to 1999.
Robert J. Rajeski (57)
Vice President since July 2000. President, Cooper Compression since October 2002. President, Cooper Turbocompressor division from July 1999 to October 2002 and President, Cooper Energy Services division from July 2001 to October 2002. Vice President and General Manager of Ingersoll-Dresser Pump Co., Engineered Pump division from 1994 to 1999.
Charles M. Sledge (37)
Vice President and Corporate Controller since July 2001. Senior Vice President, Finance and Treasurer from 1999 to June 2001, and Vice President, Controller from 1996 to 1999, of Stage Stores, Inc. Stage Stores, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in June 2000 and successfully emerged from bankruptcy protection in August 2001.
ITEM 11. EXECUTIVE COMPENSATION.
The information for this item is set forth in the
section entitled "Executive Compensation Tables" on pages 17-20following sections in the Proxy Statement of the Company for the Annual Meeting of Stockholders to be held on May11, 2000,8, 2003, whichsection issections are incorporated herein byreference.reference:“Directors’ Compensation” on page 10“Compensation and Governance Committee Report On Executive Compensation” on pages 13-15“Stockholder Return Performance Graphs” on pages 16-17“Executive Compensation Tables” on pages 18-20“Employment, Termination and Change of Control Arrangements” on pages 20-21.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.MANAGEMENT AND RELATED STOCKHOLDER MATTERS.The information concerning security ownership of certain beneficial owners and management is set forth in the sections entitled
"Security“Security Ownership of Certain BeneficialOwners"Owners” on page2322 and"Security“Security Ownership ofManagement"Management” on pages 12-13 in the Proxy Statement of the Company for the Annual Meeting of Stockholders to be held on May11, 2000,8, 2003, which sections are incorporated herein by reference.Following is information relating to the Company’s equity compensation plans as of December 31, 2002:
Equity Compensation Plan Information
Plan category
(a)
Number of shares
to be issued
upon exercise of
outstanding options
(b)
Weighted average
exercise price of
outstanding options
(c)
Number of
securities remaining
available for future
issuance under
equity compensation
plans (excluding securities reflected
in column (a))
Equity compensation plans approved by security holders:
Long-Term Incentive Plan, as Amended and Restated as of November 2002
5,102,865
$
46.33
1,241,748
Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors
313,470
$
57.83
306,496
Equity compensation plans not approved by security holders:
Broad Based 2000 Incentive Plan
2,801,219
$
43.85
153,794
Further information relating to the Company’s equity compensation plans is included in Note 9 of the Notes to Consolidated Financial Statements, which Notes are incorporated herein by reference in Part II, Item 8 hereof (“Notes to Consolidated Financial Statements”).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV
-------ITEM 14. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Subsequent to the date of that evaluation, the Company converted its Cooper Compression operations to Cooper Cameron’s new enterprise-wide software system. Although the Company developed an overall implementation plan which it believes will allow for a successful transition to the new system, the Disclosure Committee has not reviewed the effectiveness of the disclosure controls and procedures with respect to this conversion. This is expected to occur in conjunction with the Company’s first quarter certification process.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
(a) The following documents are filed as part of this Report: (1)
FINANCIAL STATEMENTS: 17Financial Statements: All financial statements of the Registrant as set forth under Item 8 of this Annual Report on Form 10-K.
(2)
FINANCIAL STATEMENT SCHEDULES:Financial Statement Schedules:Financial statement schedules are omitted because of the absence of conditions under which they are required or because all material information required to be reported is included in the consolidated financial statements and notes thereto.
(3)
EXHIBITS: 3.1 Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-57995), and incorporated herein by reference. 3.3 First Amended and Restated Bylaws of Cooper Cameron Corporation, as amended December 12, 1996, filed as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 4.1 Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 4.2 First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. 4.3 Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference. 10.1Exhibits:
3.1
Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
3.2
Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-57995), and incorporated herein by reference.
3.3
Second Amended and Restated Bylaws of Cooper Cameron Corporation.
4.1
Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.2
First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference.
4.3
Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference.
10.1
Cooper Cameron Corporation Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 2003.
10.2
Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-46638), and incorporated herein by reference.
10.3
First Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820) and incorporated herein by reference.
10.4
Second Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082) and incorporated herein by reference.
10.5
Third Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082) and incorporated herein by reference.
10.6
Fourth Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan.
10.7
Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787), incorporated herein by reference.
10.8
Cooper Cameron Corporation Retirement Savings Plan, as Amended and Restated, effective April 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference.
10.9
Cooper Cameron Corporation Employee Stock Purchase Plan (Registration Statement No. 33-94948), incorporated herein by reference.
10.10
Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.11
First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.12
Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, filed as Exhibit 10.5 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.13
First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, effective April 1, 1996, filed as Exhibit 10.9 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.14
Cooper Cameron Corporation Compensation Deferral Plan (formerly the Cooper Cameron Corporation Management Incentive Compensation Deferral Plan), effective January 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.15
First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective July 1, 1998, filed as Exhibit 10.12 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.16
Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 1999, filed as Exhibit 10.13 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.17
Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 2000, filed as Exhibit 10.14 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.18
Cooper Cameron Corporation Directors Deferred Compensation Plan, filed as Exhibit 10.7 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.19
Employment Agreement by and between Sheldon R. Erikson and Cooper Cameron Corporation, effective as of August 13, 1999, filed as Exhibit 10.16 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.20
Employment Agreement by and between Franklin Myers and Cooper Cameron Corporation, effective as of September 1, 1999, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.21
Form of Change in Control Agreement, effective November 11, 1999, by and between Cooper Cameron Corporation and Scott Amann, John Chapman, Jane Crowder, William Lemmer and Robert Rajeski, filed as Exhibit 10.19 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.22
Form of Change in Control Agreement, effective July 12, 2000, by and between Cooper Cameron Corporation and Michael C. Jennings, filed as Exhibit 10.22 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation and incorporated herein by reference.
10.23
Form of Change in Control Agreement, effective October 10, 2002, by and between Cooper Cameron Corporation and Charles M. Sledge.
10.24
Amended and Restated Management Incentive Compensation Plan of Cooper Cameron Corporation, incorporated herein by reference to the Cooper Cameron Corporation 2000 Proxy Statement for the Annual Meeting of Stockholders held on May 11, 2000.
10.25
Change in Control Policy of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.26
Executive Severance Program of Cooper Cameron Corporation, approved July 20, 2000, filed as Exhibit 10.25 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation and incorporated herein by reference.
10.27
Credit Agreement, dated as of March 6, 2002, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, as agent, filed as Exhibit 10.30 to the Annual Report on Form 10-K for 2001 of Cooper Cameron Corporation and incorporated herein by reference.
10.28
First Amendment to the Credit Agreement dated March 6, 2002, effective as of March 5, 2003, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, as agent.
10.29
Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference.
10.30
Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees, filed as Exhibit 4.7 to the Registration Statement on Form S-8 (Registration No. 333-77641), incorporated herein by reference.
10.31
Cooper Cameron Corporation Directors’ 2001 Deferred Compensation Plan dated February 7, 2001, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2001 of Cooper Cameron Corporation and incorporated herein by reference.
10.32
Form of Indemnification Agreement, effective February 20, 2002, by and between Cooper Cameron Corporation and Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson, Lamar Norsworthy, Michael E. Patrick, David Ross and Bruce W. Wilkinson.
13.1
Portions of the 2002 Annual Report to Stockholders are included as an exhibit to this report and have been specifically incorporated by reference elsewhere herein.
21.1
Subsidiaries of registrant.
23.1
Consent of Independent Auditors.
(b) Reports on Form 8-K The Company has filed no reports on Form 8-K during the fourth quarter of 2002 or through March 21, 2003.
ITEM 16. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information for this item is set forth in the section entitled “Principal Accounting Firm Fees” on page 9 in the Proxy Statement of the Company for the Annual Meeting of Stockholders to be held on May 8,
1997. 1810.2 First Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, effective February 12, 1998. 10.3 Second Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, effective May 13, 1999. 10.4 Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787),2003, which section is incorporated herein by reference.10.5The Audit Committee approved over 90% of the fees reflected in the “Principal Accounting Firm Fees” table for 2002. In addition, effective October 2002, the Audit Committee’s policies and procedures with respect to these fees provide for approval in advance on an annual basis.
Pursuant to the requirements of Section 13 or 15(d) 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, on this 21st day of March, 2003.
COOPER CAMERON CORPORATION
Registrant
By:
/S/ CHARLES M. SLEDGE
(Charles M. Sledge)
Vice President and Corporate Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on this 21st day of March, 2003, below by the following persons on behalf of the Registrant and in the capacities indicated.
Signature
Title
/s/ NATHAN M. AVERY
(Nathan M. Avery)
Director
/s/ C. BAKER CUNNINGHAM
(C. Baker Cunningham)
Director
/s/ SHELDON R. ERIKSON
(Sheldon R. Erikson)
Director
/s/ LAMAR NORSWORTHY
Lamar Norsworthy
Chairman, President and Chief ExecutiveOfficer(principal executive officer)
/s/ MICHAEL E. PATRICK
(Michael E. Patrick)
Director
/s/ DAVID ROSS III
(David Ross III)
Director
/s/ BRUCE W. WILKINSON
(Bruce W. Wilkinson)
Director
/S/ FRANKLIN MYERS
(Franklin Myers)
Senior Vice President of Finance andChief Financial Officer(principal financial officer)
Cooper Cameron Corporation
Retirement Savings Plan, as AmendedandRestated, effective April 1, 1996, filed as Exhibit 10.10SubsidiariesCertification Pursuant to Section 302 of the
Annual Report on Form 10-K for 1997Sarbanes-Oxley Act of 2002I, Sheldon R. Erikson, Chairman and Chief Executive Officer of Cooper Cameron Corporation,
and incorporated herein by reference. 10.6 Cooper Cameron Corporation Employee Stock Purchase Plan (Registration Statement No. 33-94948), incorporated herein by reference. 10.7 Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. 10.8 First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to the Annual Reportcertify that:
1. I have reviewed this annual report on Form 10-K for 1996of Cooper Cameron Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 21, 2003
/s/ SHELDON R. ERIKSON
Sheldon R. Erikson
Chairman & Chief Executive Officer
Cooper Cameron Corporation and
incorporated herein by reference. 10.9 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, filed as Exhibit 10.5SubsidiariesCertification Pursuant to
the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. 10.10 First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, effective April 1, 1996, filed as Exhibit 10.9 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.11 Cooper Cameron Corporation Compensation Deferral Plan (formerly the Cooper Cameron Corporation Management Incentive Compensation Deferral Plan), effective January 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 1910.12 First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective July 1, 1998. 10.13 Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 1999. 10.14 Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 2000. 10.15 Cooper Cameron Corporation Directors Deferred Compensation Plan, filed as Exhibit 10.7 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. 10.16 Employment Agreement by and between Sheldon R. Erikson and Cooper Cameron Corporation, effective as of August 13, 1999. 10.17 Employment Agreement by and between Thomas R. Hix and Cooper Cameron Corporation, effective as of September 1, 1999. 10.18 Employment Agreement by and between Franklin Myers and Cooper Cameron Corporation, effective as of September 1, 1999. 10.19 Form of Change in Control Agreement, effective November 11, 1999, by and between Scott Amann, Joe Chamberlain, John Chapman, Jane Crowder, William Givens, Daniel Keenan, William Lemmer, Robert Rajeski, and Dalton Thomas. 10.20 1995 Management Incentive Compensation Plan of Cooper Cameron Corporation, dated as of November 14, 1995, as amended, filed as Exhibit 10.15 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.21 1996 Management Incentive Compensation Plan of Cooper Cameron Corporation, dated as of February 19, 1996, filed as Exhibit 10.16 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.22 1997 Management Incentive Compensation Plan of Cooper Cameron Corporation, dated as of December 9, 1996, filed as Exhibit 10.17 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.23 Cooper Cameron Corporation Management Incentive Compensation Plan, as amended, incorporated herein by reference to the Cooper Cameron 20Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 1997. 10.24 1998 Management Incentive Compensation Plan for Cooper Cameron Corporation, dated as of January 1, 1998, filed as Exhibit 10.25 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. 10.25 1999 Management Incentive Compensation Plan for Cooper Cameron Corporation, dated as of January 1, 1999, filed as Exhibit 10.27 to the Annual Report on Form 10-K for 1998 of Cooper Cameron Corporation, and incorporated herein by reference. 10.26 Change in Control Policy of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.27 Executive Severance Program of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.19 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.28 Credit Agreement, dated as of June 30, 1995, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, filed as Exhibit 4.5 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 10.29 Amended and Restated Credit Agreement dated as of March 20, 1997, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, filed as Exhibit 10.21 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.30 Amendment No. 2 to the Amended and Restated Credit Agreement, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, dated as of July 21, 1999. 10.31 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-58005), incorporated herein by reference. 2110.32 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57995), incorporated herein by reference. 10.33 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference. 10.34 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, UAW, at the Superior Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57997), incorporated herein by reference. 10.35 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-58003), incorporated herein by reference. 10.36 Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees, filed as Exhibit 4.7 to the Registration Statement on Form S-8 (Registration No. 333-77641), incorporated herein by reference. 13.1 PortionsSection 302 of the1999 Annual Report to Stockholders are included as an exhibit to this report and have been specifically incorporated by reference elsewhere herein. 21.1 SubsidiariesSarbanes-Oxley Act ofregistrant. 23.1 Consent of Independent Auditors. 27.1 Financial Data Schedule. (b) REPORTS ON FORM 8-K The Company filed a Form 8-K, dated October 1, 1999, including, as an exhibit, a press release dated October 1, 1999 issued by Rolls-Royce plc announcing that Rolls-Royce has completed the purchase of the rotating products interests of Cooper Energy Services, a part of Cooper Cameron Corporation. 22SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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, ON THIS 24TH DAY OF MARCH, 2000. COOPER CAMERON CORPORATION REGISTRANT BY: /s/ JOSEPH D. CHAMBERLAIN --------------------------------------- (JOSEPH D. CHAMBERLAIN) Vice President and Corporate Controller (Principal Accounting Officer) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED ON THIS 24TH DAY OF MARCH, 2000, BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED. SIGNATURE TITLE --------- ----- /s/ Nathan M. Avery Director - -------------------------------- (Nathan M. Avery) /s/ C. Baker Cunningham Director - -------------------------------- (C. Baker Cunningham) /s/ Grant A. Dove Director - -------------------------------- (Grant A. Dove) /s/ Sheldon R. Erikson Chairman, President and Chief Executive - -------------------------------- Officer (principal executive officer) (Sheldon R. Erikson /s/ Michael E. Patrick Director - -------------------------------- (Michael E. Patrick) /s/ David Ross III Director - -------------------------------- (David Ross III) /s/ Michael J. Sebastian Director - -------------------------------- (Michael J. Sebastian) /s/ Thomas R. Hix2002I, Franklin Myers, Senior Vice President of Finance and
- --------------------------------Chief Financial Officer(Thomas R. Hix) (principal financial officer) 23EXHIBIT INDEX EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NO. - ------ ------------------------------------------------------- ---------- 3.1 Amended and Restated Certificate of Incorporationof Cooper Cameron Corporation,dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-57995), and incorporated herein by reference. 3.3 First Amended and Restated Bylaws of Cooper Cameron Corporation, as amended December 12, 1996, filed as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 4.1 Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 4.2 First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. 4.3 Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference. 10.1 Amended and Restated Cooper Cameron Corporation Long- Term Incentive Plan, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 1997.10.2 First Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, effective February 12, 1998. 10.3 Second Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, effective May 13, 1999. 10.4 Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787), incorporated herein by reference. 10.5 Cooper Cameron Corporation Retirement Savings Plan, as Amended and Restated, effective April 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. 10.6 Cooper Cameron Corporation Employee Stock Purchase Plan (Registration Statement No. 33-94948), incorporated herein by reference. 10.7 Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. 10.8 First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.9 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, filed as Exhibit 10.5 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. 10.10 First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, effective April 1, 1996, filed as Exhibit 10.9 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.10.11 Cooper Cameron Corporation Compensation Deferral Plan (formerly the Cooper Cameron Corporation Management Incentive Compensation Deferral Plan), effective January 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.12 First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective July 1, 1998. 10.13 Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 1999. 10.14 Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 2000. 10.15 Cooper Cameron Corporation Directors Deferred Compensation Plan, filed as Exhibit 10.7 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. 10.16 Employment Agreement by and between Sheldon R. Erikson and Cooper Cameron Corporation, effective as of August 13, 1999. 10.17 Employment Agreement by and between Thomas R. Hix and Cooper Cameron Corporation, effective as of September 1, 1999. 10.18 Employment Agreement by and between Franklin Myers and Cooper Cameron Corporation, effective as of September 1, 1999. 10.19 Form of Change in Control Agreement, effective November 11, 1999, by and between Scott Amann, Joe Chamberlain, John Chapman, Jane Crowder, William Givens, Daniel Keenan, William Lemmer, Robert Rajeski, and Dalton Thomas. 10.20 1995 Management Incentive Compensation Plan of Cooper Cameron Corporation, dated as of November 14, 1995, as amended, filed as Exhibit 10.15 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.21 1996 Management Incentive Compensation Plan of Cooper Cameron Corporation, dated as of February 19, 1996, filed as Exhibit 10.16 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.10.22 1997 Management Incentive Compensation Plan of Cooper Cameron Corporation, dated as of December 9, 1996, filed as Exhibit 10.17 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.23 Cooper Cameron Corporation Management Incentive Compensation Plan, as amended, incorporated herein by reference to the Cooper Cameron Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 1997. 10.24 1998 Management Incentive Compensation Plan for Cooper Cameron Corporation, dated as of January 1, 1998, filed as Exhibit 10.25 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. 10.25 1999 Management Incentive Compensation Plan for Cooper Cameron Corporation, dated as of January 1, 1999, filed as Exhibit 10.27 to the Annual Report on Form 10-K for 1998 of Cooper Cameron Corporation, and incorporated herein by reference. 10.26 Change in Control Policy of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.27 Executive Severance Program of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.19 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. 10.28 Credit Agreement, dated as of June 30, 1995, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, filed as Exhibit 4.5 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 10.29 Amended and Restated Credit Agreement datedcertify that:
1. I have reviewed this annual report on Form 10-K of Cooper Cameron Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March
20, 1997, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, filed as Exhibit 10.21 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.10.30 Amendment No. 2 to the Amended and Restated Credit Agreement, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, dated as of July21,1999. 10.31 Individual Account Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation Mount Vernon Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-58005), incorporated herein by reference. 10.32 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Missouri City, Texas Facility, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57995), incorporated herein by reference. 10.33 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference. 10.34 Individual Account Retirement Plan for Cooper Cameron Corporation Hourly Employees, UAW, at the Superior Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57997), incorporated herein by reference. 10.35 Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Grove City Facility, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-58003), incorporated herein by reference. 10.36 Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees, filed as Exhibit 4.7 to the Registration Statement on Form S-8 (Registration No. 333-77641), incorporated herein by reference. 13.1 Portions of the 1999 Annual Report to Stockholders are included as an exhibit to this report and have been specifically incorporated by reference elsewhere herein. 21.1 Subsidiaries of registrant. 23.1 Consent of Independent Auditors. 27.1 Financial Data Schedule.
/s/ FRANKLIN MYERS | ||
Franklin Myers Senior Vice President of Finance and Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit Number | Description | Sequential Page No. | ||
3.1 | Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. | |||
3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-57995), and incorporated herein by reference. | |||
3.3 | Second Amended and Restated Bylaws of Cooper Cameron Corporation. | |||
4.1 | Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. | |||
4.2 | First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
4.3 | Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference. | |||
10.1 | Cooper Cameron Corporation Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 2003. | |||
10.2 | Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-46638), and incorporated herein by reference. | |||
10.3 | First Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820) and incorporated herein by reference. | |||
10.4 | Second Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082) and incorporated herein by reference. | |||
10.5 | Third Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082) and incorporated herein by reference. | |||
10.6 | Fourth Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan. | |||
10.7 | Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787), incorporated herein by reference. | |||
10.8 | Cooper Cameron Corporation Retirement Savings Plan, as Amended and Restated, effective April 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference. |
Exhibit Number | Description | Sequential Page No. | ||
10.9 | Cooper Cameron Corporation Employee Stock Purchase Plan (Registration Statement No. 33-94948), incorporated herein by reference. | |||
10.10 | Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. | |||
10.11 | First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.12 | Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, filed as Exhibit 10.5 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. | |||
10.13 | First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, effective April 1, 1996, filed as Exhibit 10.9 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.14 | Cooper Cameron Corporation Compensation Deferral Plan (formerly the Cooper Cameron Corporation Management Incentive Compensation Deferral Plan), effective January 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.15 | First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective July 1, 1998, filed as Exhibit 10.12 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.16 | Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 1999, filed as Exhibit 10.13 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.17 | Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 2000, filed as Exhibit 10.14 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.18 | Cooper Cameron Corporation Directors Deferred Compensation Plan, filed as Exhibit 10.7 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference. | |||
10.19 | Employment Agreement by and between Sheldon R. Erikson and Cooper Cameron Corporation, effective as of August 13, 1999, filed as Exhibit 10.16 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.20 | Employment Agreement by and between Franklin Myers and Cooper Cameron Corporation, effective as of September 1, 1999, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.21 | Form of Change in Control Agreement, effective November 11, 1999, by and between Cooper Cameron Corporation and Scott Amann, John Chapman, Jane Crowder, William Lemmer and Robert Rajeski, filed as Exhibit 10.19 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference. |
Exhibit Number | Description | Sequential Page No. | ||
10.22 | Form of Change in Control Agreement, effective July 12, 2000, by and between Cooper Cameron Corporation and Michael C. Jennings, filed as Exhibit 10.22 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation and incorporated herein by reference. | |||
10.23 | Form of Change in Control Agreement, effective October 10, 2002, by and between Cooper Cameron Corporation and Charles M. Sledge. | |||
10.24 | Amended and Restated Management Incentive Compensation Plan of Cooper Cameron Corporation, incorporated herein by reference to the Cooper Cameron Corporation 2000 Proxy Statement for the Annual Meeting of Stockholders held on May 11, 2000. | |||
10.25 | Change in Control Policy of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference. | |||
10.26 | Executive Severance Program of Cooper Cameron Corporation, approved July 20, 2000, filed as Exhibit 10.25 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation and incorporated herein by reference. | |||
10.27 | Credit Agreement, dated as of March 6, 2002, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, as agent, filed as Exhibit 10.30 to the Annual Report on Form 10-K for 2001 of Cooper Cameron Corporation and incorporated herein by reference. | |||
10.28 | First Amendment to the Credit Agreement dated March 6, 2002, effective as of March 5, 2003, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, as agent. | |||
10.29 | Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference. | |||
10.30 | Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees, filed as Exhibit 4.7 to the Registration Statement on Form S-8 (Registration No. 333-77641), incorporated herein by reference. | |||
10.31 | Cooper Cameron Corporation Directors’ 2001 Deferred Compensation Plan dated February 7, 2001, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2001 of Cooper Cameron Corporation and incorporated herein by reference. | |||
10.32 | Form of Indemnification Agreement, effective February 20, 2002, by and between Cooper Cameron Corporation and Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson, Lamar Norsworthy, Michael E. Patrick, David Ross and Bruce W. Wilkinson. | |||
13.1 | Portions of the 2002 Annual Report to Stockholders are included as an exhibit to this report and have been specifically incorporated by reference elsewhere herein. | |||
21.1 | Subsidiaries of registrant. | |||
23.1 | Consent of Independent Auditors. |
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