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 =============== 13 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