CONSOLIDATED CONDENSED RESULTS
CONSOLIDATED CONDENSED RESULTS OF OPERATIONS (USD $) | |||||||||||||||||||
In Thousands, except Per Share data | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 | |||||||||||||||
Net Income | |||||||||||||||||||
REVENUES | $1,231,791 | $1,504,733 | $3,758,852 | $4,324,621 | |||||||||||||||
COSTS AND EXPENSES | |||||||||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below) | 828,012 | 1,050,826 | 2,512,454 | 3,079,429 | |||||||||||||||
Selling and administrative expenses | 169,739 | 165,308 | 517,243 | 484,509 | |||||||||||||||
Depreciation and amortization | 38,347 | 32,496 | 112,314 | 95,711 | |||||||||||||||
Interest income | (1,374) | (9,692) | (5,401) | (22,236) | |||||||||||||||
Interest expense | 22,598 | 23,625 | [1] | 73,758 | 46,118 | [1] | |||||||||||||
Restructuring expense | 5,853 | 0 | 39,033 | 0 | |||||||||||||||
Total costs and expenses | 1,063,175 | 1,262,563 | [1] | 3,249,401 | 3,683,531 | [1] | |||||||||||||
Income before income taxes | 168,616 | 242,170 | [1] | 509,451 | 641,090 | [1] | |||||||||||||
Income tax provision | (43,672) | (79,190) | [1] | (131,266) | (206,343) | [1] | |||||||||||||
Net Income | $124,944 | $162,980 | [1] | $378,185 | $434,747 | [1] | |||||||||||||
Earnings per common share: | |||||||||||||||||||
Earnings Per Share, Basic | 0.57 | 0.75 | [1] | 1.74 | $2 | [1] | |||||||||||||
Earnings Per Share, Diluted | 0.56 | 0.71 | [1] | 1.71 | 1.88 | [1] | |||||||||||||
Shares used in computing earnings per common share: | |||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 219,537 | 218,478 | 217,837 | 217,286 | |||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 221,912 | 229,219 | 221,246 | 230,953 | |||||||||||||||
[1]Amounts have been retrospectively revised as a result of the adoption, effective January 1, 2009, of FASB Accounting Standards Codification Topic 470-20, Debt with Conversion and Other Options. |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) | ||
In Thousands | Sep. 30, 2009
| Dec. 31, 2008
|
ASSETS | ||
Cash and cash equivalents | $1,527,528 | $1,621,046 |
Receivables, net | 877,706 | 950,362 |
Inventories, net | 1,698,565 | 1,336,925 |
Other | 216,765 | 148,110 |
Total current assets | 4,320,564 | 4,056,443 |
Plant and equipment, net | 1,045,599 | 931,647 |
Goodwill | 720,730 | 709,217 |
Other assets | 220,052 | 205,064 |
TOTAL ASSETS | 6,306,945 | 5,902,371 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt | 61,042 | 161,279 |
Accounts payable and accrued liabilities | 1,867,627 | 1,854,384 |
Accrued income taxes | 38,101 | 95,545 |
Total current liabilities | 1,966,770 | 2,111,208 |
Long-term debt | 1,229,067 | 1,218,627 |
Deferred income taxes | 119,723 | 99,149 |
Other long-term liabilities | 112,967 | 128,860 |
Total liabilities | 3,428,527 | 3,557,844 |
Stockholders' Equity | ||
Common stock, par value $.01 per share, 400,000,000 shares authorized, 239,473,764 shares issued at September 30, 2009 (236,316,873 shares issued at December 31, 2008) | 2,395 | 2,363 |
Capital in excess of par value | 1,267,992 | 1,254,593 |
Retained earnings | 2,188,098 | 1,809,913 |
Accumulated other elements of comprehensive income (loss) | 44,023 | (84,218) |
Less: Treasury stock, 18,807,197 shares at September 30, 2009 (19,424,120 shares at December 31, 2008) | (624,090) | (638,124) |
Total stockholders' equity | 2,878,418 | 2,344,527 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $6,306,945 | $5,902,371 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) | |||||||||||||||||||
In Thousands | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 | |||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||
Net income | $124,944 | $162,980 | [1] | $378,185 | $434,747 | [1] | |||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||
Depreciation | 28,265 | 25,177 | 82,279 | 72,642 | |||||||||||||||
Amortization | 10,082 | 7,319 | 30,035 | 23,069 | |||||||||||||||
Non-cash stock compensation expense | 6,091 | 7,610 | 22,044 | 23,567 | |||||||||||||||
Tax benefit of employee stock compensation plan transactions and deferred income taxes | 30,322 | (18,948) | [1] | 22,906 | (20,250) | [1] | |||||||||||||
Changes in assets and liabilities, net of translation, acquisitions and non-cash items: | |||||||||||||||||||
Receivables | 28,002 | (47,496) | 110,967 | (190,448) | |||||||||||||||
Inventories | (12,409) | (12,710) | (305,522) | (31,270) | |||||||||||||||
Accounts payable and accrued liabilities | 27,339 | 86,594 | (40,739) | 115,976 | |||||||||||||||
Other assets and liabilities, net | (67,798) | 52,802 | [1] | (116,079) | 84,680 | [1] | |||||||||||||
Net cash provided by operating activities | 174,838 | 263,328 | 184,076 | 512,713 | |||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||
Capital expenditures | (55,967) | (64,380) | (163,779) | (160,426) | |||||||||||||||
Acquisitions, net of cash acquired | 0 | (40,187) | (23,177) | (97,699) | |||||||||||||||
Proceeds from sale of plant and equipment | 779 | 786 | 3,508 | 1,711 | |||||||||||||||
Net cash used for investing activities | (55,188) | (103,781) | (183,448) | (256,414) | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||
Short-term loan borrowings (repayments), net | (12,024) | (59,610) | 23,036 | 20,738 | |||||||||||||||
Redemption of convertible debt securities | (131,109) | (106,854) | (131,109) | (106,854) | |||||||||||||||
Issuance of long-term senior notes | 0 | 0 | 0 | 747,922 | |||||||||||||||
Debt issuance costs | 0 | 0 | 0 | (5,550) | |||||||||||||||
Purchase of treasury stock | 0 | (60,849) | (7,055) | (215,327) | |||||||||||||||
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions | 1,640 | 6,973 | 5,119 | 17,067 | |||||||||||||||
Excess tax benefits from employee stock compensation plan transactions | 1,238 | 2,727 | 3,468 | 17,172 | |||||||||||||||
Principal payments on capital leases | (1,632) | (1,866) | (5,235) | (5,166) | |||||||||||||||
Net cash provided by (used in) financing activities | (141,887) | (219,479) | (111,776) | 470,002 | |||||||||||||||
Effect of translation on cash | 12,107 | (38,668) | 17,630 | (30,700) | |||||||||||||||
Increase (decrease) in cash and cash equivalents | (10,130) | (98,600) | (93,518) | 695,601 | |||||||||||||||
Cash and cash equivalents, beginning of period | 1,537,658 | 1,534,117 | 1,621,046 | 739,916 | |||||||||||||||
Cash and cash equivalents, end of period | $1,527,528 | $1,435,517 | $1,527,528 | $1,435,517 | |||||||||||||||
[1]Amounts have been retrospectively revised as a result of the adoption, effective January 1, 2009, of FASB Accounting Standards Codification Topic 470-20, Debt with Conversion and Other Options. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1: Basis of Presentation The accompanying Unaudited Consolidated Condensed Financial Statements of Cameron International Corporation (the Company) have been prepared in accordance with Rule10-01 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Those adjustments, consisting of normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial information for the interim periods, have been made. The results of operations for such interim periods are not necessarily indicative of the results of operations for a full year. The Unaudited Consolidated Condensed Financial Statements should be read in conjunction with the Current Report on Form 8-K dated July 20, 2009, which reflects certain adjustments related to the Companys accounting for its convertible debentures (see below) to the Audited Consolidated Financial Statements and Notes thereto filed by the Company on Form10-K for the year ended December 31, 2008. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies, including tax contingencies, estimated liabilities for litigation exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment, estimated proceeds from assets held for sale and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates. The Company has evaluated subsequent events through November 6, 2009, which is the date these financial statements were filed with the U.S. Securities and Exchange Commission. Certain prior period amounts have been retrospectively revised as a result of the adoption, effective January 1, 2009, of FASB Accounting Standards Codification (ASC) Topic 470-20, Debt with Conversion and Other Options (ASC 470-20).See Note 9 of the Notes to Consolidated Condensed Financial Statements for additional information. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements | Note 2: Recently Issued Accounting Pronouncements Effective January 1, 2009, the Company adopted FASB ASC Topic 805, Business Combinations (ASC 805), and FASB ASC Topic 810-10-65, related to Noncontrolling Interests in Consolidated Financial Statements.There was no material impact on the Companys financial statements as of January 1, 2009 as a result of adopting either statement, although it is anticipated that ASC 805 will significantly affect the Companys accounting for business combinations occurring on or after January 1, 2009. The Company adopted the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820) relating to financial assets and liabilities and other assets and liabilities carried at fair value on a recurring basis as required on January 1, 2008. As permitted, the Company deferred the adoption ofthis standard with respect to all remaining nonfinancial assets and liabilities until January 1, 2009. There was no impact on the Companys financial statements at the time of adoption of the remaining provisions as required on January 1, 2009; however, the Company does expect that this new standard will impact certain aspects of its accounting for business combinations occurring on or after January 1, 2009, including the determination of fair values assigned to certain purchased assets and liabilities. |
ACQUISITIONS
ACQUISITIONS | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Acquisitions [Abstract] | |
Acquisitions | Note 3: Acquisitions On June 1, 2009, the Company entered into an Agreement and Plan of Merger with NATCO Group, Inc. (NATCO).On October 14, 2009, the Company and NATCO entered into an Amended and Restated Agreement and Plan of Merger dated as of June 1, 2009 (the Agreement).The Agreement provides that Cameron will acquire all of the issued and outstanding shares of common stock of NATCO by exchanging with the NATCO stockholders 1.185 shares of Cameron common stock for each share of NATCO common stock owned. The merger, expected to close during the fourth quarter of 2009, is subject to certain regulatory approvals, the approval of NATCO stockholders and certain other conditions.The Company expects to incorporate the majority of NATCOs operations into its Drilling Production Systems (DPS) segment upon completion of the merger. During the nine months ended September 30, 2009, the Company acquired the assets or capital stock of two businesses for a total cash purchase price of $23,177,000.These businesses were acquired to enhance the Companys product offerings or aftermarket services in the DPS and Valves Measurement (VM) segments.The two acquisitions were included in the Companys consolidated condensed financial statements for the periods subsequent to the acquisitions. As of September 30, 2009, preliminary goodwill recorded as a result of these acquisitions totaled approximately $15,538,000, of which approximately $2,776,000 will be deductible for income tax purposes.The Company is still awaiting significant information relating to the fair value of the assets and liabilities of the acquired businesses in order to finalize the purchase price allocations. |
RESTRUCTURING EXPENSES
RESTRUCTURING EXPENSES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Restructuring Expense [Abstract] | |
Restructuring Expense | Note 4: Restructuring Expense Included in operating results for the three- and nine-month periods ended September 30, 2009 are employee severance and related benefit costs associated primarily with workforce reductions and certain other costs incurred mainly in connection with the pending acquisition of NATCO, totaling approximately $5,853,000 and $39,033,000, respectively. |
RECEIVABLES
RECEIVABLES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Receivables [Abstract] | |
Receivables | Note 5: Receivables Receivables consisted of the following (in thousands): September 30, 2009 December 31, 2008 Trade receivables $ 840,820 $ 897,453 Other receivables 59,746 62,557 Allowance for doubtful accounts (22,860 ) (9,648 ) Total receivables $ 877,706 $ 950,362 |
INVENTORIES
INVENTORIES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Inventories [Abstract] | |
Inventories | Note 6: Inventories Inventories consisted of the following (in thousands): September 30, 2009 December 31, 2008 Raw materials $ 132,972 $ 126,649 Work-in-process 518,104 403,791 Finished goods, including parts and subassemblies 1,210,267 931,168 Other 11,271 10,197 1,872,614 1,471,805 Excess of current standard costs over LIFO costs (115,595 ) (85,240 ) Allowances (58,454 ) (49,640 ) Total inventories $ 1,698,565 $ 1,336,925 |
PLANT AND EQUIPMENT AND GOODWIL
PLANT AND EQUIPMENT AND GOODWILL | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Plant and Equipment and Goodwill [Abstract] | |
Plant and Equipment and Goodwill | Note 7: Plant and Equipment and Goodwill Plant and equipment consisted of the following (in thousands): September 30, 2009 December 31, 2008 Plant and equipment, at cost $ 1,959,104 $ 1,766,646 Accumulated depreciation (913,505 ) (834,999 ) Total plant and equipment $ 1,045,599 $ 931,647 Changes in goodwill during the nine months ended September 30, 2009 were as follows (in thousands): Balance at December 31, 2008 $ 709,217 Changes primarily associated with acquisitions and adjustments to prior period purchase price allocations (2,170 ) Translation and other 13,683 Balance at September 30, 2009 $ 720,730 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Account Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 8: Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): September 30, 2009 December 31, 2008 Trade accounts payable and accruals $ 341,556 $ 525,507 Salaries, wages and related fringe benefits 152,691 164,411 Advances from customers 1,071,899 855,872 Sales-related costs and provisions 66,045 85,565 Payroll and other taxes 50,568 39,409 Product warranty 42,359 33,551 Fair market value of derivatives 10,550 35,715 Other 131,959 114,354 Total accounts payable and accrued liabilities $ 1,867,627 $ 1,854,384 Activity during the nine months ended September 30, 2009 associated with the Companys product warranty accruals was as follows (in thousands): Balance December 31, 2008 Net warranty provisions Charges against accrual Translation and other Balance September 30, 2009 $ 33,551 30,986 (20,490 ) (1,688 ) $ 42,359 |
DEBT
DEBT | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Debt [Abstract] | |
Debt | Note 9: Debt The Companys debt obligations were as follows (in thousands): September 30, 2009 December 31, 2008 Short-term borrowings under revolving credit facility $ 31,927 $ 14,482 Senior notes, net of $1,953 of unamortized original issue discount atSeptember 30, 2009 ($2,028 at December 31, 2008) 748,047 747,972 1.5% convertible debentures, net of $785 of conversion option discountat December 31, 2008 130,324 2.5% convertible debentures, net of $26,589 of conversion option discount atSeptember 30, 2009 ($37,758 at December 31, 2008) 473,411 462,242 Other debt 23,508 10,941 Obligations under capital leases 13,216 13,945 1,290,109 1,379,906 Current maturities (61,042 ) (161,279 ) Long-term portion $ 1,229,067 $ 1,218,627 Effective January 1, 2009, the Company adopted ASC Topic 470-20, which revises the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion.The standard requires issuers of convertible debt instruments within its scope to separately account for the liability and equity components of the instruments in a manner that reflects the issuers nonconvertible debt borrowing rate when interest cost is recognized.Specifically, it requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in the issuers consolidated results of operations.The Company was required to apply this new standard to its 1.5% convertible debentures issued in 2004 and due in 2024 (1.5% Convertible Debentures) and its 2.5% convertible debentures issued in 2006 and due in 2026 (2.5% Convertible Debentures). The bifurcation of the instruments was based on estimated market borrowing rates of 4.85% and 5.9%, respectively, for non-convertible debt instruments similar to the 1.5% and 2.5% Convertible Debentures.The discount assigned to the convertible debentures in order to result in interest expense equal to the nonconvertible debt borrowing rates mentioned above is being accreted to interest expense over an estimated five-year life of the convertible debentures.The estimated life is consistent with an option in the debentures allowing holders to require the Company to repurchase the debentures in whole or in part for principal plus accrued and unpaid interest five years following the date of issuance.Accordingly, as a result of the adoption of the new standard, interest expense for the three-and nine-month periods ended September 30, 2009 increased by $3,783,000 and $11,955,000, respectively.The Company has also retrospectively revised certain amounts included in these financial statements for the three-and nine-month periods ended September 30, 2008 as follows: Three Months Ended September 30, 2008 Nine Months Ended September 30, 2008 Increase in interest expense $ 5,259 $ 15,595 Decrease in net income 3,321 9,848 Decrease in basic earnings per share .01 .05 |
INCOME TAXES
INCOME TAXES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Income Taxes [Abstract] | |
Income Taxes | Note 10: Income Taxes The Companys effective tax rate for the three and nine months ended September 30, 2009 was 25.9% and 25.8%, respectively.The effective tax rate is the result of an annual estimated effective tax rate of 27% reduced by approximately $1,773,000 and $6,213,000 for the three and nine months ended September 30, 2009, respectively, primarily related to settlements with tax authorities partially offset by unrecognized benefits of certain tax positions and adjustments to certain other accruals. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 11: Employee Benefit Plans Total net benefit (income) expense associated with the Companys defined benefit pension plans consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2009 2008 2009 2008 Service cost $ 559 $ 1,607 $ 1,677 $ 4,821 Interest cost 2,939 4,466 8,817 13,398 Expected return on plan assets (3,199 ) (5,944 ) (9,597 ) (17,832 ) Amortization of prior service cost (credits) 2 (96 ) 6 (288 ) Amortization of losses and other 1,355 2,500 4,065 7,500 Total net benefit expense $ 1,656 $ 2,533 $ 4,968 $ 7,599 Total net benefit (income) expense associated with the Companys postretirement benefit plans consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2009 2008 2009 2008 Service cost $ 2 $ 1 $ 6 $ 3 Interest cost 128 269 384 807 Amortization of prior service credits (223 ) (96 ) (669 ) (288 ) Amortization of gains and other (479 ) (371 ) (1,437 ) (1,113 ) Total net benefit income $ (572 ) $ (197 ) $ (1,716 ) $ (591 ) |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Business Segments [Abstract] | |
Business Segments | Note 12: Business Segments The Companys operations are organized into three separate business segments DPS, VM and Compression Systems (CS). Summary financial data by segment is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2009 2008 (as revised) 2009 2008 (as revised) Revenues: DPS $ 791,494 $ 956,992 $ 2,459,115 $ 2,773,619 VM 294,680 383,724 882,599 1,095,142 CS 145,617 164,017 417,138 455,860 $ 1,231,791 $ 1,504,733 $ 3,758,852 $ 4,324,621 Income (loss) before income taxes: DPS $ 149,706 $ 171,493 $ 486,563 $ 453,664 VM 56,552 84,661 160,094 221,711 CS 20,455 28,440 58,811 72,861 Corporate other (58,097 ) (42,424 ) (196,017 ) (107,146 ) $ 168,616 $ 242,170 $ 509,451 $ 641,090 Corporate other includes expenses associated with the Companys Corporate office, as well as all of the Companys interest income, interest expense, certain litigation expense managed by the Companys General Counsel, foreign currency gains and losses from certain intercompany lending activities managed by the Companys centralized Treasury function and all of the Companys restructuring and stock compensation expense. |
EARNINGS PER SHARE
EARNINGS PER SHARE | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 13: Earnings Per Share The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2009 2008 (as revised) 2009 2008 (as revised) Net income $ 124,944 $ 162,980 $ 378,185 $ 434,747 Average shares outstanding (basic) 219,537 218,478 217,837 217,286 Common stock equivalents 2,375 2,555 1,942 2,799 Incremental shares from assumed conversion of convertible debentures 8,186 1,467 10,868 Diluted shares 221,912 229,219 221,246 230,953 Basic earnings per share $ 0.57 $ 0.75 $ 1.74 $ 2.00 Diluted earnings per share $ 0.56 $ 0.71 $ 1.71 $ 1.88 The Companys 1.5% Convertible Debentures have been included in the calculation of diluted earnings per share for the nine months ended September 30, 2009 and 2008, since the average market price of the Companys common stock exceeded the conversion value of the debentures during both periods.The Companys 2.5% Convertible Debentures have been included in the calculation of diluted earnings per share for the three and nine months ended September30, 2008 for the same reason.The 2.5% Convertible Debentures have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2009, as the conversion price of the debentures was in excess of the average market price of the Companys common stock during the period.During the nine-month period ended September 30, 2009, the Company acquired 347,678 treasury shares at an average cost of $20.29 per share.No treasury shares were acquired during the three months ended September 30, 2009.A total of 244,764 and 964,601 treasury shares were issued during the three- and nine-month periods ended September 30, 2009, respectively, in satisfaction of stock option exercises and vesting of restricted stock units. On August 19, 2009, the Board of Directors approved amending its Stockholders Rights Agreement to accelerate the expiration of the Rights to August 31, 2009 from October 31, 2017. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Comprehensive Income [Abstract] | |
Comprehensive Income | Note 14: Comprehensive Income The amounts of comprehensive income for the three and nine months ended September 30, 2009 and 2008 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2009 2008 (as revised) 2009 2008 (as revised) Net income per Consolidated Condensed Results of Operations $ 124,944 $ 162,980 $ 378,185 $ 434,747 Foreign currency translation gain (loss) (1) 46,524 (122,366 ) 103,564 (70,543 ) Amortization of net prior service credits related to the Companys pension and postretirement benefit plans, net of tax (139 ) (119 ) (418 ) (355 ) Amortization of net actuarial losses related to the Companys pension and postretirement benefit plans, net of tax 552 1,315 1,656 3,944 Change in fair value of derivatives accounted for as cash flow hedges, net of tax 3,899 (31,512 ) 23,439 (31,264 ) Comprehensive income $ 175,780 $ 10,298 $ 506,426 $ 336,529 (1) The Foreign currency translation gain (loss) relates primarily to the Companys operations in Brazil, Canada, France, Italy, Luxembourg, Norway,and the United Kingdom. The components of accumulated other elements of comprehensive income (loss) at September 30, 2009 and December 31, 2008 were as follows (in thousands): September 30, 2009 December 31, 2008 Accumulated foreign currency translation gain (loss) $ 98,491 $ (5,073 ) Prior service credits, net, related to the Companys pension and postretirement benefit plans, net of tax 3,218 3,636 Actuarial losses, net, related to the Companys pension and postretirement benefit plans, net of tax (41,068 ) (42,724 ) Change in fair value of derivatives accounted for as cash flow hedges, net of tax(1) (16,618 ) (40,057 ) Accumulated other elements of comprehensive income (loss) $ 44,023 $ (84,218 ) (1) Approximately $10,100,000 (after tax) of accumulated other elements of comprehensive loss is expected to be recognized in earnings during the twelve-month period ending September 30, 2010. |
CONTINGENCIES
CONTINGENCIES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Contingencies [Abstract] | |
Contingencies | Note 15: Contingencies The Company is subject to a number of contingencies, including environmental matters, litigation and tax contingencies. Environmental Matters The Companys worldwide operations are subject to regulations with regard to air, soil and water quality as well as other environmental matters. The Company, through its environmental management system and active third-party audit program, believes it is in substantial compliance with these regulations. The Company is currently identified as a potentially responsible party (PRP) with respect to three sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. One of these sites is Osborne, Pennsylvania (a landfill into which a predecessor of the CS operation in Grove City, Pennsylvania deposited waste), where remediation is complete and remaining costs relate to ongoing ground water treatment and monitoring.Of the other two, one is believed to be a de minimis exposure and the other recently settled for a de minimis amount. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas.Changes in the groundwater flow pattern in the southeast corridor of the Houston project prompted the Company to take additional proactive remedial measures in order to protect the environment and avoid new areas of contamination.Additionally, the Company has discontinued operations at a number of other sites which had been active for many years. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. At September 30, 2009, the Companys consolidated balance sheet included a noncurrent liability of approximately $6,669,000 for environmental matters. Legal Matters In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above had migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners. Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by homeowners. The Company has entered into a number of individual settlements and has settled a class action lawsuit. Twenty-one of the individual settlements were made in the form of agreements with homeowners that obligated the Company to reimburse them for any estimated decline in the value of their homes at time of sale due to potential buyers concerns over contamination or, in the case of some agreements, to purchase the property after an agreed marketing period. Three of these agreements have had no claims made under them yet. The Company has also settled ten other property claims by homeowners who have sold their properties. In addition, the Company has settled Valice v. Cameron Iron Works, Inc. (80th Jud. Dist. Ct., Harris County, filed June 21, 2002), which was filed and settled as a class action. Pursuan |
FINANCIAL AND DERIVATIVE INSTRU
FINANCIAL AND DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Financial and Derivative Instruments and Hedging Activities [Abstract] | |
Financial and Derivative Instruments and Hedging Activities | Note 16: Financial and Derivative Instruments and Hedging Activities The Companys financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, derivative instruments and debt instruments. The book values of cash and cash equivalents, trade receivables, trade payables, derivative instruments and floating-rate debt instruments are considered to be representative of their respective fair values. Certain cash equivalents have also been valued based on quoted market prices which are considered to be Level 1 market inputs as defined in ASC 820. In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into forward foreign currency exchange contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not traditionally have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at September 30, 2009, some of which extend through 2011. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts involving the Companys United States operations and its wholly-owned subsidiaries in Brazil, France, Italy, Mexico, Romania, Singapore and the United Kingdom. The Company determines the fair value of its outstanding foreign currency forward contracts based on quoted exchange rates for the respective currencies applicable to similar instruments.These quoted exchange rates are considered to be Level 2 observable market inputs as defined in the fair value measurements guidance of the ASC.Information relating to the contracts, which have been accounted for as cash flow hedges as of September 30, 2009 follows: Total net volume bought (sold) by notional currency on open derivative contracts at September 30, 2009 was as follows (in thousands): Notional currency in: Volume RON 11,400 SGD 2,160 GBP 888 EUR (34,625 ) USD (135,531 ) The fair value of derivative financial instruments recorded in the Companys Consolidated Condensed Balance Sheet at September 30, 2009 is as follows (in thousands): Asset Derivatives Liability Derivatives Balance sheet location Fair value Balance sheet location Fair value Derivatives designated as hedging instruments: Foreign exchange contracts Current assets $ 3,355 Current liabilities $ (9,455 ) Non-current assets 79 Non-current liabilities (1,027 ) 3,434 (10,482 ) Derivatives designated as hedging instruments: Foreign exchange contracts Current assets 98 Current liabilities (1,095 ) Non-current assets - Non-current liabilities - Total Deriv |
Document Information
Document Information | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
[DocumentInformationLineItems] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | 2009-09-30 |
Entity Information
Entity Information (USD $) | |||
9 Months Ended
Sep. 30, 2009 | Oct. 29, 2009
| Jun. 30, 2008
| |
[EntityInformationLineItems] | |||
Entity Registrant Name | CAMERON INTERNATIONAL CORP | ||
Entity Central Index Key | 0000941548 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $9,852,094,873 | ||
Entity Common Stock Shares Outstanding | 220,698,705 |