SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-13884
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of the principal executive office:
COOPER CAMERON CORPORATION
1333 West Loop South, Suite 1700
Houston, Texas 77027
COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN
Page
Report of Independent Auditors 1
Audited Financial Statements
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Signature 15
Consent of Independent Auditors 16
Report of Independent Auditors
The Participants and Administrator
Cooper Cameron Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Cooper Cameron Corporation Retirement Savings Plan as of December 31,
2001 and December 30, 2001 and 2000, and the related statements of changes in
net assets available for benefits for the one day ended December 31, 2001 and
the year ended December 30, 2001. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and December 30, 2001 and 2000, and the changes in its net
assets available for benefits for the one day ended December 31, 2001 and the
year ended December 30, 2001, in conformity with accounting principles generally
accepted in the United States.
/s/ ERNST & YOUNG LLP
Houston, Texas
June 14, 2002
1
Cooper Cameron Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31 December 30 December 30
2001 2001 2000
-------------------------------------------------------------------
Assets
Contributions receivable:
Employer $ 735,801 $ 735,801 $ 991,307
-------------------------------------------------------------------
Total contributions receivable 735,801 735,801 991,307
Plan interest in Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans: 280,714,720 282,798,036 325,106,349
-------------------------------------------------------------------
Net assets available for benefits $ 281,450,521 $ 283,533,837 $ 326,097,656
===================================================================
See accompanying notes.
2
Cooper Cameron Corporation Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
One day ended Year ended
December 31 December 30
2001 2001
---------------------------------------------
Additions:
Contributions:
Employer $ - $ 9,583,957
Employee - 14,401,580
Rollovers - 1,052,450
---------------------------------------------
Total contributions - 25,037,987
Total additions - 25,037,987
Deductions:
Benefits paid to participants - 23,149,570
Net investment loss from Cooper Cameron:
Corporation Master Trust for Defined Contribution Plans,
net of expenses 2,083,316 46,881,188
---------------------------------------------
Total deductions 2,083,316 70,030,758
Other changes in net assets:
Net asset admissions - 2,428,952
---------------------------------------------
Net decrease (2,083,316) (42,563,819)
Net assets available for benefits at:
Beginning of period 283,533,837 326,097,656
---------------------------------------------
End of period $ 281,450,521 $ 283,533,837
=============================================
See accompanying notes.
3
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2001
1. Description of the Plan
Cooper Cameron Corporation Retirement Savings Plan (the "Plan") is a
contributory, defined contribution plan sponsored by Cooper Cameron Corporation
(the "Company"), with cash or deferred provisions described in Section 401(k) of
the Internal Revenue Code ("IRC"). All employees of the Company and its
affiliated subsidiaries (except those covered by a collective bargaining
agreement) that have adopted the Plan are eligible to participate in the Plan.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
Effective April 27, 2001, the Company acquired Nickles Industrial Manufacturing
Company. As a result of the acquisition, the Plan was amended to allow account
balances of all active employees under the Nickles Machine Corporation Defined
Contribution Matching Plan and Trust who were hired by the Company as of the
closing date of the Asset Purchase Agreement to be transferred to the Plan.
Assets of approximately $2.4 million were transferred to the Plan.
Effective December 31, 2001, the Plan was amended to change the Plan year end
from December 30 to December 31.
Plan participants can elect to make pre-tax contributions from 1% to 16% of
compensation. The Company matches 100% of the employee contributions up to a
maximum of 3% and 50% of additional employee contributions up to 6%.
The Company's matching contributions consist of shares of Company stock, which
are invested in the Cooper Cameron Stock Fund. Participants are 100% vested in
the Company's matching contributions. Participants who have attained age 55 may
elect to make irrevocable transfers of their interest in the Cooper Cameron
Stock Fund in 1% increments to one or more of the allocable funds defined below.
In addition to the matching contributions, the Company makes profit sharing
contributions to specific employees of certain Participating Units as defined in
the Plan. The profit sharing contributions are based on hours actively worked
and specified contribution rates. Hours actively worked include overtime,
holiday, and vacation hours, but exclude any other paid hours for absences
during which no duties are performed. The Company's profit sharing contributions
are allocated among the fund options based on employee elections. Vesting in the
Company's profit sharing contributions is on a graduated scale, with 100%
vesting after five years of service. Amounts which are forfeited due to
termination of employment reduce the future profit sharing contributions of the
Company.
4
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Any participant who is receiving compensation other than severance pay from the
Company and has not had an outstanding loan from the Plan for at least one month
may apply for a loan. Any loan granted to such a participant shall be deemed an
investment made for such participant's benefit and shall be held and reflected
in the separate accounts of such a participant as a charge for the principal
amount of the loan. The interest rate charged on the loan is a fixed rate for
the term of the loan (maximum of five years) as determined by the Company in the
year of issuance.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100% vested in their employer contributions.
More detailed information about the Plan, including the funding, vesting, and
benefit provisions, is contained in the Summary Plan Description. A copy of this
pamphlet is available at the Company's Corporate Office.
2. Significant Accounting Policies
Accounting Principles
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect amounts reported in the financial statements and accompanying notes.
Such estimates could change in the future as more information becomes known,
which could impact the amounts reported and disclosed herein.
Benefit payments to participants are recorded upon distribution.
5
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Investments
The Plan's investments are held in the Cooper Cameron Corporation Master Trust
(the "Master Trust"). Nationwide Trust Company is the trustee. Following is a
summary of the investment accounts of the Master Trust and the Plan's beneficial
interest in the investment accounts as of December 31, 2001 and December 30,
2001 and 2000.
Beneficial Interest
December 31 December 30 December 30
2001 2001 2000
------------------------------------------------------
Cooper Cameron Stock Fund 98.42% 98.46% 97.39%
PRIMCO Stable Value Fund 91.12 91.07 87.80
Deutsche Institutional Equity 500 Index Fund 95.76 95.82 94.64
PIMCO Total Return A Fund 89.90 89.81 86.76
Washington Mutual Investors Fund 90.39 90.41 87.57
MFS Massachusetts Investors Growth A Fund 94.12 94.19 93.10
Franklin Balance Sheet Investment A Fund 91.64 91.61 87.92
Lord Abbett Developing Growth A Fund 93.65 93.72 92.06
EuroPacific Growth Fund 93.34 93.37 92.46
Real Estate Fund 100.00 100.00 100.00
Loan Fund 99.58 99.58 99.75
The Master Trust's security transactions are accounted for on the date the
securities are purchased or sold. Interest income is recorded as earned.
Dividends are recorded as of the ex-dividend date.
The Master Trust's investments in securities traded on the exchanges are valued
at the last reported sale price on the valuation date. Investments in money
market funds are stated at cost, which approximates fair value. Real estate is
stated at estimated fair value based on the most recent appraisal.
6
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Investment contracts within the PRIMCO Stable Value Fund, with varying contract
rates and maturity dates, are fully benefit responsive and are therefore stated
at contract value. Contract value represents cost plus accrued income. Although
it is management's intention to hold the investment contracts until maturity,
certain investment contracts provide for adjustments to contract value for
withdrawals made prior to maturity. The INVESCO Group Trust for Employee Benefit
Plans is a 103-12 investment entity, in which the assets of multiple qualified
plans are invested by the sponsor, PRIMCO Capital Management, and is comprised
of bank-issued synthetic contracts.
The Plan's beneficial interest in the Loan Fund consists primarily of monies
borrowed by participants from their account balances in the funds. Repayments of
principal and interest are allocated to the participants' account balances in
the funds based on the participants' current investment elections. The Plan's
beneficial interest in the Loan Fund reflects the current principal outstanding
on these participant loans, which approximates fair value.
The Master Trust provides for various investments in common stock, mutual funds,
and investment contracts. Investment securities, in general, are exposed to
various risks, such as interest rate, credit, and overall market volatility
risk. Due to the level of risk associated with certain investment securities, it
is likely that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in
the statements of net assets available for benefits and participant account
balances.
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
The purpose of the Master Trust is the collective investment of the assets of
participating employee benefit plans of the Company. Master Trust assets are
allocated among participating plans by assigning to each plan those transactions
(primarily contributions, participant loan transactions, and benefit payments)
which can be specifically identified and by allocating among all plans, in
proportion to the fair value of the assets assigned to each plan, the income and
expenses resulting from the collective investment of the assets. The Master
Trust includes assets of other employee benefit plans in addition to this Plan.
7
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
(continued)
The following tables present the fair value of investments for the separate
investment accounts of the Master Trust in which the Plan participates:
Cooper Washington MFS
Cameron Mutual PRIMCO Massachusetts
Stock Investors Stable Value Investors
December 31, 2001 Fund Fund Fund Growth A Fund
-------------------------------------------------------
Assets:
Cash $ 49,730 $ - $ - $ -
Net unsettled sales of investments 747,156 - - -
Investments at fair value as determined by quoted market prices:
Money market funds 485,323 - - -
Cash Management Trust of America - - 2,947,173 -
Cooper Cameron Corporation Common Stock 72,431,025 - - -
Washington Mutual Investors Fund - 30,792,886 - -
MFS Massachusetts Investors Growth A Fund - - - 32,313,985
Deutsche Institutional Equity 500 Index Fund - - - -
PIMCO Total Return A Fund - - - -
Franklin Balance Sheet Investment A Fund - - - -
Lord Abbett Developing Growth A Fund - - - -
EuroPacific Growth Fund - - - -
Investments at estimated fair value or contract value:
Investment contracts - - 37,651,137 -
INVESCO Group Trust for Employee Benefit Plans - - 14,935,985 -
Loans to participants - - - -
Real estate - - - -
-------------------------------------------------------
Total investments 72,916,348 30,792,886 55,534,295 32,313,985
-------------------------------------------------------
Total assets 73,713,234 30,792,886 55,534,295 32,313,985
-------------------------------------------------------
Liabilities:
Net unsettled purchases of investments 365,228 - - -
-------------------------------------------------------
Net assets available to participating plans $73,348,006 $30,792,886 $55,534,295 $32,313,985
=======================================================
Deutsche Franklin
Institutional Balance Sheet
Real Estate Equity 500 PIMCO Total Investment A
December 31, 2001 Fund Index Fund Return A Fund Fund
-------------------------------------------------------
Assets:
Cash $ - $ - $ - $ -
Net unsettled sales of investments - - - -
Investments at fair value as determined by quoted market prices:
Money market funds 519,973 - - -
Cash Management Trust of America - - - -
Cooper Cameron Corporation Common Stock - - - -
Washington Mutual Investors Fund - - - -
MFS Massachusetts Investors Growth A Fund - - - -
Deutsche Institutional Equity 500 Index Fund - 29,951,207 - -
PIMCO Total Return A Fund - - 33,186,711 -
Franklin Balance Sheet Investment A Fund - - - 13,824,686
Lord Abbett Developing Growth A Fund - - - -
EuroPacific Growth Fund - - - -
Investments at estimated fair value or contract value:
Investment contracts - - - -
INVESCO Group Trust for Employee Benefit Plans - - - -
Loans to participants - - - -
Real estate 72,479 - - -
-------------------------------------------------------
Total investments 592,452 29,951,207 33,186,711 13,824,686
-------------------------------------------------------
Total assets 592,452 29,951,207 33,186,711 13,824,686
-------------------------------------------------------
Liabilities:
Net unsettled purchases of investments - - - -
-------------------------------------------------------
Net assets available to participating plans $592,452 $29,951,207 $33,186,711 $13,824,686
=======================================================
Lord Abbett
Developing
Growth A EuroPacific
December 31, 2001 Fund Growth Fund Loan Fund
-------------------------------------
Assets:
Cash $ - $ - $ -
Net unsettled sales of investments - - -
Investments at fair value as determined by quoted market prices:
Money market funds - - -
Cash Management Trust of America - - -
Cooper Cameron Corporation Common Stock - - -
Washington Mutual Investors Fund - - -
MFS Massachusetts Investors Growth A Fund - - -
Deutsche Institutional Equity 500 Index Fund - - -
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund 9,611,825 - -
EuroPacific Growth Fund - 12,221,450 -
Investments at estimated fair value or contract value:
Investment contracts - - -
INVESCO Group Trust for Employee Benefit Plans - - -
Loans to participants - - 7,526,102
Real estate - - -
-------------------------------------
Total investments 9,611,825 12,221,450 7,526,102
-------------------------------------
Total assets 9,611,825 12,221,450 7,526,102
-------------------------------------
Liabilities:
Net unsettled purchases of investments - - -
-------------------------------------
Net assets available to participating plans $9,611,825 $12,221,450 $7,526,102
=====================================
8
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
(continued)
Cooper Washington MFS
Cameron Mutual PRIMCO Massachusetts
Stock Investors Stable Value Investors
December 31, 2001 Fund Fund Fund Growth A Fund
-------------------------------------------------------
Assets:
Cash $ 682,238 $ - $ - $ -
Net unsettled sales of investments 519,688 - - -
Income receivable - - 234,461 -
Investments at fair value as determined by quoted market prices:
Money market funds 410,586 - - -
Cash Management Trust of America - - 2,952,740 -
Cooper Cameron Corporation Common Stock 74,112,409 - - -
Washington Mutual Investors Fund - 30,847,678 - -
MFS Massachusetts Investors Growth A Fund - - - 32,715,117
Deutsche Institutional Equity 500 Index - - - -
PIMCO Total Return A Fund - - - -
Franklin Balance Sheet Investment A Fund - - - -
Lord Abbett Developing Growth A Fund - - - -
EuroPacific Growth Fund - - - -
Investments at estimated fair value or contract value: -
Investment contracts - - 37,411,496 -
INVESCO Group Trust for Employee Benefit Plans - - 14,933,443 -
Loans to participants - - - -
Real estate - - - -
-------------------------------------------------------
Total investments 74,522,995 30,847,678 55,297,679 32,715,117
-------------------------------------------------------
Total assets 75,724,921 30,847,678 55,532,140 32,715,117
-------------------------------------------------------
Liabilities:
Net unsettled purchases of investments 740,055 - - -
-------------------------------------------------------
Net assets available to participating plans $74,984,866 $30,847,678 $55,532,140 $32,715,117
=======================================================
Deutsche Franklin
Institutional Balance Sheet
Real Estate Equity 500 PIMCO Total Investment A
December 31, 2001 Fund Index Fund Return A Fund Fund
----------------------------------------------------
Assets:
Cash $ - $ - $ - $ -
Net unsettled sales of investments - - - -
Income receivable - - - -
Investments at fair value as determined by quoted market prices:
Money market funds 519,143 - - -
Cash Management Trust of America - - - -
Cooper Cameron Corporation Common Stock - - - -
Washington Mutual Investors Fund - - - -
MFS Massachusetts Investors Growth A Fund - - - -
Deutsche Institutional Equity 500 Index - 30,346,748 - -
PIMCO Total Return A Fund - - 32,890,563 -
Franklin Balance Sheet Investment A Fund - - - 13,783,667
Lord Abbett Developing Growth A Fund - - - -
EuroPacific Growth Fund - - - -
Investments at estimated fair value or contract value:
Investment contracts - - - -
INVESCO Group Trust for Employee Benefit Plans - - - -
Loans to participants - - - -
Real estate 72,479 - - -
----------------------------------------------------
Total investments 591,622 30,346,748 32,890,563 13,783,667
----------------------------------------------------
Total assets 591,622 30,346,748 32,890,563 13,783,667
----------------------------------------------------
Liabilities:
Net unsettled purchases of investments - - - -
----------------------------------------------------
Net assets available to participating plans $591,622 $30,346,748 $32,890,563 $13,783,667
====================================================
Lord Abbett
Developing
Growth A EuroPacific
December 31, 2001 Fund Growth Fund Loan Fund
-------------------------------------
Assets:
Cash $ - $ - $ -
Net unsettled sales of investments - - -
Income receivable - - -
Investments at fair value as determined by quoted market prices:
Money market funds - - -
Cash Management Trust of America - - -
Cooper Cameron Corporation Common Stock - - -
Washington Mutual Investors Fund - - -
MFS Massachusetts Investors Growth A Fund - - -
Deutsche Institutional Equity 500 Index - - -
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund 9,724,211 - -
EuroPacific Growth Fund - 12,278,667 -
Investments at estimated fair value or contract value:
Investment contracts - - -
INVESCO Group Trust for Employee Benefit Plans - - -
Loans to participants - - 7,526,102
Real estate - - -
-------------------------------------
Total investments 9,724,211 12,278,667 7,526,102
-------------------------------------
Total assets 9,724,211 12,278,667 7,526,102
-------------------------------------
Liabilities:
Net unsettled purchases of investments - - -
-------------------------------------
Net assets available to participating plans $9,724,211 $12,278,667 $7,526,102
=====================================
9
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
(continued)
The following tables present the fair value of investments for the separate
investment accounts of the Master Trust in which the Plan participates:
Cooper Washington MFS
Cameron Mutual PRIMCO Massachusetts
Stock Investors Stable Value Investors
December 31, 2000 Fund Fund Fund Growth A Fund
-------------------------------------------------------
Assets:
Cash $ 894,457 $ - $ - $ -
Income receivable - - 7,158 -
Net unsettled sales of investments 1,217,856 - - -
Investments at fair value as determined by quoted market prices:
Money market funds 48,516 - - -
Cash Management Trust of America - - 3,984,937 -
Cooper Cameron Corporation Common Stock 100,842,527 - - -
Washington Mutual Investors Fund - 31,264,706 - -
MFS Massachusetts Investors Growth A Fund - - - 47,309,768
Deutsche Institutional Equity 500 Index Fund (formerly Bankers
Trust Institutional Equity 500 Index Fund) - - - -
PIMCO Total Return A Fund - - - -
Franklin Balance Sheet Investment A Fund - - - -
Lord Abbett Developing Growth A Fund - - - -
EuroPacific Growth Fund - - - -
Investments at estimated fair value or contract value:
Investment contracts - - 40,586,774 -
INVESCO Group Trust for Employee Benefit Plans - - 14,025,827 -
Loans to participants - - - -
Promissory note - - 96,250 -
Real estate - - - -
-------------------------------------------------------
Total investments 100,891,043 31,264,706 58,693,788 47,309,768
-------------------------------------------------------
Total assets 103,003,356 31,264,706 58,700,946 47,309,768
-------------------------------------------------------
Liabilities:
Net unsettled purchases of investments 1,495,531 - - -
-------------------------------------------------------
Net assets available to participating plans $101,507,825 $31,264,706 $58,700,946 $47,309,768
=======================================================
Deutsche Franklin
Institutional Balance Sheet
Real Estate Equity 500 PIMCO Total Investment A
December 31, 2000 Fund Index Fund Return A Fund Fund
----------------------------------------------------
Assets:
Cash $ - $ - $ - $ -
Income receivable - - - -
Net unsettled sales of investments - - - -
Investments at fair value as determined by quoted market prices:
Money market funds 377,365 - - -
Cash Management Trust of America - - - -
Cooper Cameron Corporation Common Stock - - - -
Washington Mutual Investors Fund - - - -
MFS Massachusetts Investors Growth A Fund - - - -
Deutsche Institutional Equity 500 Index Fund (formerly Bankers
Trust Institutional Equity 500 Index Fund) - 38,419,019 - -
PIMCO Total Return A Fund - - 30,120,194 -
Franklin Balance Sheet Investment A Fund - - - 11,246,448
Lord Abbett Developing Growth A Fund - - - -
EuroPacific Growth Fund - - - -
Investments at estimated fair value or contract value:
Investment contracts - - - -
INVESCO Group Trust for Employee Benefit Plans - - - -
Loans to participants - - - -
Promissory note - - - -
Real estate 279,080 - - -
----------------------------------------------------
Total investments 656,445 38,419,019 30,120,194 11,246,448
----------------------------------------------------
Total assets 656,445 38,419,019 30,120,194 11,246,448
----------------------------------------------------
Liabilities:
Net unsettled purchases of investments - - - -
----------------------------------------------------
Net assets available to participating plans $656,445 $38,419,019 $30,120,194 $11,246,448
====================================================
Lord Abbett
Developing
Growth A EuroPacific
December 31, 2000 Fund Growth Fund Loan Fund
---------------------------------------
Assets:
Cash $ - $ - $ -
Income receivable - - -
Net unsettled sales of investments - - -
Investments at fair value as determined by quoted market prices:
Money market funds - - -
Cash Management Trust of America - - -
Cooper Cameron Corporation Common Stock - - -
Washington Mutual Investors Fund - - -
MFS Massachusetts Investors Growth A Fund - - -
Deutsche Institutional Equity 500 Index Fund (formerly Bankers
Trust Institutional Equity 500 Index Fund) - - -
PIMCO Total Return A Fund - - -
Franklin Balance Sheet Investment A Fund - - -
Lord Abbett Developing Growth A Fund 10,790,367 - -
EuroPacific Growth Fund - 14,156,301 -
Investments at estimated fair value or contract value:
Investment contracts - - -
INVESCO Group Trust for Employee Benefit Plans - - -
Loans to participants - - 7,251,474
Promissory note - - -
Real estate - - -
---------------------------------------
Total investments 10,790,367 14,156,301 7,251,474
---------------------------------------
Total assets 10,790,367 14,156,301 7,251,474
---------------------------------------
Liabilities:
Net unsettled purchases of investments - - -
---------------------------------------
Net assets available to participating plans $10,790,367 $14,156,301 $7,251,474
=======================================
10
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
(continued)
Investment income and net appreciation (depreciation) in fair value of
investments (including gains and losses on investments bought and sold, as well
as held during the period) for the separate investment accounts of the Master
Trust in which this Plan participates are as follows:
One Day ended December 31 Year ended December 30
2001 2001
Net Net
Appreciation Interest and Appreciation Interest and
(Depreciation) Dividends (Depreciation) Dividends
-----------------------------------------------------------------------
Cooper Cameron Stock Fund $ (1,616,268) $ 523 $ (38,528,978) $ 10,365
PRIMCO Stable Value Fund - 244,951 - 2,834,910
Deutsche Institutional Equity 500
Index Fund (331,986) - (4,980,492) 794,529
PIMCO Total Return A Fund 189,753 118,672 (28,507) 2,439,890
Washington Mutual Investors Fund (206,085) - (636,346) 1,264,731
MFS Massachusetts Investors
Growth A Fund (425,848) - (11,073,559) -
Franklin Balance Sheet Investment A
Fund (13,763) - 1,510,729 621,112
Lord Abbett Developing Growth A
Fund (76,169) - (811,343) -
EuroPacific Growth Fund 32,071 - (2,037,405) 291,857
Real Estate Fund - 830 - 17,095
Loan Fund - - - 649,638
PRIMCO Stable Value Fund ("Stable Value Fund")
The Stable Value Fund invests in actively managed synthetic bank and insurance
company investment contracts ("SICs") and in guaranteed investment contracts
("GICs"). The GICs are promises by an insurance company or banks to repay the
principal plus accrued income at contract maturity. SICs differ from GICs in
that the assets supporting the SICs are owned by the Master Trust. A bank or
insurance company issues a wrapper contract that allows participant-directed
transactions to be made at contract value. Wrapper contracts are valued as the
difference between the fair value of the supporting assets and the contract
value. The assets supporting the SICs owned by the Master Trust
11
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
(continued)
are composed primarily of corporate bonds, asset-backed securities, government
agency securities, and 103-12 investment entities with a total fair value of
$47,655,056 and $52,434,269 at December 31, 2001 and December 30, 2000,
respectively. The contract values of the SICs at December 31, 2001 and December
30, 2000 were $46,659,277 and $52,743,892, respectively.
Interest crediting rates on the GICs in the Stable Value Fund are generally
determined at the time of purchase. Interest crediting rates on the SICs are
reset periodically based on the yields of the supporting assets. At December 31,
2001, the interest crediting rates for all contracts ranged from 3.08% to 9.52%.
At December 31, 2000, the interest crediting rates for all contracts ranged from
4.38% to 9.52%.
For 2001 and 2000, the average annual yield for the investment contracts in the
Stable Value Fund was 5.75% and 6.69%, respectively. At December 31, 2001 and
December 30, 2000, fair value of the investment contracts in the Stable Value
Fund was estimated to be approximately 102% and 99% of contract value,
respectively. Fair value of the GICs was estimated by discounting the weighted
average of the Stable Value Fund's cash flows at the then-current interest
crediting rate for a comparable maturity investment contract. Fair value of the
SICs was based on the market value of the assets supporting the SICs.
4. Non-Participant-Directed Investments
Information about the net assets and the significant components of the changes
in net assets relating to the non-participant-directed investments is as
follows:
December 31 December 30 December 30
2001 2001 2000
------------------------------------------------------
Net assets:
Interest in Cooper Cameron Stock Fund $ 32,321,206 $ 33,235,580 $ 49,918,576
Contribution receivable 735,801 735,801 991,307
------------------------------------------------------
$ 33,057,007 $ 33,971,381 $ 50,909,883
======================================================
12
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
4. Non-Participant-Directed Investments (continued)
One Day ended Year ended
December 31 December 30
2001 2001
--------------------------------
Changes in net assets:
Contributions $ - $ 7,031,573
Net investment loss from Cooper Cameron
Corporation Master Trust for Defined
Contribution Plans (914,374) (19,745,202)
Benefits paid to participants - (4,224,873)
--------------------------------
Net decrease $ (914,374) $ (16,938,502)
================================
5. Income Tax Status
The Plan has been designed to meet the requirements of the IRC under Section
401(a) and, therefore, is not subject to tax under present income tax laws. A
favorable determination letter was received from the Internal Revenue Service on
September 30, 1997. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The Plan has been amended
since receiving the determination letter and a new determination letter has been
requested but not received. However, the Company believes that the Plan, as
amended, is currently designed and being operated in compliance with the
applicable requirements of the IRC.
6. Other Changes in Net Assets
For the year ended December 30, 2001, net asset admissions and withdrawals
represent the following:
Transfer of assets from Nickles Machine Corporation Defined
Contribution Matching Plan & Trust $ 2,432,900
Transfers to other qualified plans (3,948)
---------------
Net asset admissions $ 2,428,952
===============
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Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
7. Subsequent Event
Effective February 1, 2002, the Plan was amended to give participants the
unrestricted ability to immediately reallocate their matching accounts from the
Cooper Cameron Stock Fund into other investment funds offered by the Plan
regardless of age.
14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Plan Administration Committee have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
/s/ Jane L. Crowder
-----------------------------------------
By: Jane L. Crowder
Member of the Plan Administration
Committee
Date: June 28, 2002
15