e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-13884
Cameron International Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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76-0451843
(I.R.S. Employer
Identification No.) |
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1333 West Loop South, Suite 1700, Houston, Texas
(Address of Principal Executive Offices)
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77027
(Zip Code) |
713/513-3300
(Registrants Telephone Number, Including Area Code)
Cooper Cameron Corporation
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (check one)
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Number of shares outstanding of issuers common stock as of July 21, 2006 was 111,591,613.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CAMERON INTERNATIONAL CORPORATION
CONSOLIDATED CONDENSED RESULTS OF OPERATIONS
(dollars and shares in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2006 |
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2005 |
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2006 |
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2005 |
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(unaudited) |
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(unaudited) |
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REVENUES |
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$ |
857,765 |
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$ |
594,784 |
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$ |
1,687,425 |
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$ |
1,142,672 |
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COSTS AND EXPENSES |
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Cost of sales (exclusive of depreciation and amortization
shown separately below) |
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582,909 |
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422,931 |
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1,167,904 |
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830,196 |
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Selling and administrative expenses |
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124,597 |
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95,952 |
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250,260 |
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174,234 |
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Depreciation and amortization |
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24,605 |
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18,888 |
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47,241 |
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38,707 |
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Interest income |
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(4,651 |
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(3,266 |
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(7,779 |
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(5,197 |
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Interest expense |
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4,295 |
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2,738 |
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7,541 |
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5,144 |
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Acquisition integration costs |
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9,083 |
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19,112 |
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Total costs and expenses |
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740,838 |
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537,243 |
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1,484,279 |
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1,043,084 |
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Income before income taxes |
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116,927 |
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57,541 |
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203,146 |
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99,588 |
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Income tax provision |
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(40,963 |
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(18,911 |
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(71,140 |
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(32,366 |
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Net income |
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$ |
75,964 |
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$ |
38,630 |
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$ |
132,006 |
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$ |
67,222 |
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Earnings per common share:1
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Basic |
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$ |
0.67 |
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$ |
0.35 |
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$ |
1.15 |
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$ |
0.62 |
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Diluted |
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$ |
0.64 |
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$ |
0.35 |
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$ |
1.11 |
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$ |
0.61 |
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Shares used in computing earnings per common share:1
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Basic |
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114,184 |
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109,057 |
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115,087 |
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108,313 |
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Diluted |
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117,812 |
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110,486 |
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118,467 |
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109,642 |
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1 |
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Prior year earnings per common share amounts and shares used in computing earnings per
common share have been revised to reflect the 2-for-1 stock split effective December 15, 2005. |
The accompanying notes are an integral part of these statements.
3
CAMERON INTERNATIONAL CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands, except shares and per share data)
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June 30, |
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December 31, |
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2006 |
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2005 |
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(unaudited) |
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ASSETS |
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Cash and cash equivalents |
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$ |
663,291 |
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$ |
361,971 |
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Receivables, net |
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631,327 |
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574,099 |
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Inventories, net |
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935,305 |
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705,809 |
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Other |
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135,184 |
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86,177 |
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Total current assets |
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2,365,107 |
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1,728,056 |
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Plant and equipment, net |
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586,383 |
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525,715 |
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Goodwill |
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611,263 |
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577,042 |
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Other assets |
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254,332 |
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267,749 |
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TOTAL ASSETS |
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$ |
3,817,085 |
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$ |
3,098,562 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current portion of long-term debt |
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$ |
207,001 |
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$ |
6,471 |
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Accounts payable and accrued liabilities |
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1,098,076 |
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891,519 |
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Accrued income taxes |
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31,173 |
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23,871 |
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Total current liabilities |
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1,336,250 |
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921,861 |
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Long-term debt |
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744,057 |
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444,435 |
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Postretirement benefits other than pensions |
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38,905 |
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40,104 |
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Deferred income taxes |
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43,260 |
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39,089 |
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Other long-term liabilities |
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62,224 |
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58,310 |
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Total liabilities |
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2,224,696 |
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1,503,799 |
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Commitments and contingencies |
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Stockholders Equity: |
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Common stock, par value $.01 per share, 150,000,000
shares authorized, 116,170,863 shares issued at June
30, 2006 (115,629,117 shares issued and outstanding at
December 31, 2005) |
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1,162 |
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1,156 |
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Capital in excess of par value |
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1,136,506 |
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1,113,001 |
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Retained earnings |
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575,148 |
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443,142 |
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Accumulated other elements of comprehensive income |
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87,886 |
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37,464 |
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Less: Treasury stock, 4,580,533 shares at June 30, 2006 |
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(208,313 |
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Total stockholders equity |
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1,592,389 |
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1,594,763 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
3,817,085 |
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$ |
3,098,562 |
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The accompanying notes are an integral part of these statements.
4
CAMERON INTERNATIONAL
CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
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Three Months |
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Six Months |
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Ended June 30, |
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Ended June 30, |
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2006 |
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2005 |
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2006 |
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2005 |
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(unaudited) |
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(unaudited) |
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Cash flows from operating activities: |
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Net income |
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$ |
75,964 |
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$ |
38,630 |
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$ |
132,006 |
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$ |
67,222 |
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Adjustments to reconcile net income to net
cash provided by operating activities: |
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Depreciation |
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19,563 |
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15,556 |
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37,378 |
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33,086 |
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Amortization |
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5,042 |
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3,332 |
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9,863 |
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5,621 |
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Non-cash stock compensation expense |
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4,646 |
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333 |
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11,395 |
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997 |
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Non-cash write-off of assets associated
with acquisition integration efforts |
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4,275 |
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10,810 |
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Deferred income taxes and other |
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24,836 |
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8,416 |
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33,752 |
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12,504 |
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Changes in assets and liabilities, net of
translation, acquisitions, dispositions and
non-cash items: |
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Receivables |
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(20,726 |
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(16,026 |
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(47,526 |
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(8,361 |
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Inventories |
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(95,170 |
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(28,921 |
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(204,815 |
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(30,769 |
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Accounts payable and accrued liabilities |
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117,923 |
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97,399 |
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174,789 |
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79,656 |
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Other assets and liabilities, net |
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(28,203 |
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9,797 |
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(45,930 |
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21,900 |
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Net cash provided by operating activities |
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108,150 |
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128,516 |
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111,722 |
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181,856 |
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Cash flows from investing activities: |
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Capital expenditures |
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(43,596 |
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(14,200 |
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(73,656 |
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(25,954 |
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Acquisitions, net of cash acquired |
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(120,097 |
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(34,659 |
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(121,889 |
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Other |
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1,524 |
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563 |
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3,240 |
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552 |
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Net cash used for investing activities |
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(42,072 |
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(133,734 |
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(105,075 |
) |
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(147,291 |
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Cash flows from financing activities: |
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Loan repayments, net |
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(164 |
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(940 |
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(204 |
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(2,069 |
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Issuance of convertible debt |
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500,000 |
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500,000 |
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Debt issuance costs |
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(8,218 |
) |
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(8,218 |
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Redemption of convertible debt |
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(14,821 |
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Purchase of treasury stock |
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(207,969 |
) |
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(578 |
) |
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(237,718 |
) |
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(6,889 |
) |
Proceeds from stock option exercises |
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21,571 |
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39,584 |
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33,212 |
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|
92,421 |
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Principal payments on capital leases |
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(962 |
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(960 |
) |
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(2,255 |
) |
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(2,051 |
) |
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Net cash provided by financing activities |
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304,258 |
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37,106 |
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284,817 |
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66,591 |
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Effect of translation on cash |
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7,477 |
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(15,607 |
) |
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9,856 |
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(19,629 |
) |
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Increase in cash and cash equivalents |
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377,813 |
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|
16,281 |
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301,320 |
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81,527 |
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Cash and cash equivalents, beginning of period |
|
|
285,478 |
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|
292,244 |
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|
361,971 |
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|
226,998 |
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Cash and cash equivalents, end of period |
|
$ |
663,291 |
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|
$ |
308,525 |
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|
$ |
663,291 |
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|
$ |
308,525 |
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|
The accompanying notes are an integral part of these statements.
5
CAMERON INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Unaudited
Note 1: Change In Corporate Name and Basis of Presentation
At the Annual Meeting of Stockholders of Cooper Cameron Corporation held on May 5, 2006,
stockholders voted to change the corporations name to Cameron International Corporation (the
Company). Upon the change in the corporate name, the Company also
rebranded its three existing business segments into Drilling & Production Systems (DPS), formerly the
Cameron segment; Valves & Measurement (V&M), formerly the Cooper Cameron Valves segment; and
Compression Systems (CS), formerly the Cooper Compression segment.
The accompanying Unaudited Consolidated Condensed Financial Statements of the Company have
been prepared in accordance with Rule 10-01 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 Audited Consolidated
Financial Statements and Notes thereto filed by the Company under its former name, Cooper Cameron
Corporation, on Form 10-K for the year ended December 31, 2005.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States 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 estimated losses on accounts receivable, estimated
warranty costs, estimated realizable value on excess or obsolete inventory, contingencies
(including legal and tax matters), estimated liabilities for liquidated damages and environmental
matters, estimates related to pension accounting and estimates related to deferred tax assets.
Actual results could differ materially from these estimates.
Note 2: Acquisitions, Dispositions and Acquisition Integration Costs
On September 1, 2005, the Company announced it had agreed to acquire substantially all of the
businesses included within the Flow Control segment of Dresser, Inc. (the Dresser Acquired
Businesses). On November 30, 2005, the Company completed the acquisition of all of these businesses
other than a portion of the business which was acquired on January 10, 2006. The total cash
purchase price for the Dresser Acquired Businesses was approximately $217,483,000, subject to
certain adjustments, of which approximately $21,570,000 was paid in the first quarter of 2006. The
acquired operations serve customers in the worldwide oil and gas production, pipeline and process
markets and have been included in the Companys consolidated financial statements for the period
subsequent to the acquisition, primarily in the V&M segment. Effective May 30, 2006, the Company
sold the assets and liabilities of a portion of the acquired operations located in the Netherlands
for $1,500,000, payable upon collection of the customer receivables of this business. No gain or
loss was recognized in connection with this transaction.
During the first six months of 2006, the Company has obtained preliminary information relating
to the fair value of the assets and liabilities existing at the acquisition date for purposes of
allocating the purchase price in accordance with Statement of Financial Accounting Standards No.
141, Business Combinations. As a result of incorporating this information into its initial
purchase price allocation, goodwill associated with this acquisition has been increased by
$12,712,000 since December 31, 2005 to approximately $108,432,000 at June 30, 2006. The Company is
continuing to review the information received and expects to further refine the purchase price
allocation during the third quarter of 2006.
In connection with the integration of the Dresser Acquired Businesses into the V&M segment, a
total of $19,112,000 in integration costs were recognized in the first six months of 2006, of which
approximately $10,810,000 relate to non-cash impairment charges for goodwill, fixed assets and
other assets at certain legacy locations of the Company that are in the process of being closed or
otherwise being impacted by the integration. The components of the total integration costs are as
follows (dollars in thousands):
6
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
Non-cash asset impairment charges |
|
$ |
10,810 |
|
Employee severance |
|
|
3,996 |
|
Stay bonuses and employee relocation costs |
|
|
1,250 |
|
Plant rearrangement and other integration costs |
|
|
3,056 |
|
|
|
|
|
Total |
|
$ |
19,112 |
|
|
|
|
|
On January 3, 2006, the Company acquired the assets and liabilities of Caldon Company for
approximately $13,089,000 in cash. The acquisition of Caldon added a new ultrasonic flow
measurement product line to the existing flow measurement products in the V&M segment. Caldons
results are included in the Companys consolidated financial statements for the period subsequent
to the acquisition date. A preliminary purchase price allocation for Caldon resulted in goodwill of
approximately $5,824,000 at June 30, 2006, most of which will be deductible for income tax
purposes. The purchase price is subject to adjustment as the Company is awaiting information
related to the value of Caldons intangible assets.
Note 3: Stock-Based Compensation
As described more fully in Note 9 of the Companys Notes to Consolidated Financial Statements
incorporated by reference in the Companys Form 10-K for the year ended December 31, 2005, the
Company has grants outstanding under four equity compensation plans, only one of which, the 2005
Equity Incentive Plan (2005 EQIP), is currently available for future grants of equity compensation
awards to employees and non-employee directors. Prior to January 1, 2006, the Company accounted for
those plans under the recognition and measurement provisions of APB Opinion No. 25, Accounting for
Stock-Based Compensation. No stock-based employee compensation cost was recognized in the
Consolidated Condensed Results of Operations statement for the three and six months ended June 30,
2005, except with respect to the amortization of the intrinsic value of restricted stock unit
grants totaling $333,000 and $997,000, respectively. Options granted under the Companys equity
compensation plans had an exercise price equal to the market value of the underlying common stock
on the date of grant and all terms were fixed, accordingly, no expense was recognized under APB
Opinion No. 25. Effective January 1, 2006, the Company adopted the fair value recognition
provisions of Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment (FAS
123(R)), using the modified-prospective-transition method. Under that transition method,
compensation cost recognized in the three and six months ended June 30, 2006 included: (a)
compensation cost related to all share-based payments granted prior to, but not yet vested as of
January 1, 2006, based on the grant date fair value estimated in accordance with the original
provisions of Financial Accounting Standards Board Statement 123, Accounting for Stock-Based
Compensation (FAS 123), and (b) compensation cost related to all share-based payments granted
subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the
provisions of FAS 123(R). Results for prior periods have not been restated. Additionally, there was
no material cumulative effect of adopting FAS 123(R) at January 1, 2006.
Stock-based compensation expense recognized during the three and six months ended June 30,
2006 under the provisions of FAS 123(R) totaled $4,646,000 and $11,395,000, respectively, of which
$1,994,000 and $5,839,000 are related to outstanding restricted and deferred stock unit grants and
$2,652,000 and $5,556,000 are related to unvested outstanding stock option grants, respectively.
Accordingly, the Companys income before income taxes, net income, basic earnings per share and
diluted earnings per share for the three and six months ended June 30, 2006 were lower than if the
Company had continued to account for share-based compensation under APB Opinion No. 25 as follows
(dollars in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
Decrease in |
|
2006 |
|
|
2006 |
|
Income before income taxes |
|
$ |
2,652 |
|
|
$ |
5,556 |
|
Net income |
|
|
1,724 |
|
|
|
3,611 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
The following table illustrates the effect on net income and earnings per share for the three
and six months ended June 30, 2005, as if the Company had applied the fair value recognition
provisions of FAS 123 to options granted under the Companys equity
7
compensation plans. For purposes of this pro forma disclosure, the value of the options is
estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the
options vesting periods. Amounts shown are in thousands, except per share data which has been
revised to reflect the 2-for-1 stock split effective December 15, 2005.
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended June 30, |
|
|
Ended June 30, |
|
|
|
2005 |
|
|
2005 |
|
Net income, as reported |
|
$ |
38,630 |
|
|
$ |
67,222 |
|
Deduct: Total stock-based employee
compensation expense determined under
the fair value method, net of tax |
|
|
(1,822 |
) |
|
|
(5,317 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
36,808 |
|
|
$ |
61,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
0.35 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
Basic pro forma |
|
$ |
0.34 |
|
|
$ |
0.57 |
|
|
|
|
|
|
|
|
Diluted as reported |
|
$ |
0.35 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
Diluted pro forma |
|
$ |
0.33 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
Stock Option Awards
Options with terms of seven years are granted to officers of the Company under the 2005 EQIP
plan at a fixed exercise price equal to the fair value of the Companys common stock on the date of
grant. The options vest on the first anniversary date following the date of grant in one-third
increments each year based on continued employment. Grants made in previous years to officers and
other key employees under the Long-Term and Broad-Based Incentive Plans provide similar terms,
except that the options terminate after ten years rather than seven.
A summary of option activity under the Companys stock compensation plans as of June 30, 2006
and changes during the six months ended June 30, 2006 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
|
2005 Equity |
|
Broad-Based |
|
Long-term |
|
Non-employee |
|
|
|
|
Incentive Plan |
|
Incentive Plan |
|
Incentive Plan |
|
Director Plan |
|
Total All Plans |
Stock options outstanding at December 31, 2005 |
|
|
1,519,139 |
|
|
|
1,104,986 |
|
|
|
3,755,796 |
|
|
|
276,154 |
|
|
|
6,656,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
|
|
46,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,000 |
|
Options forfeited |
|
|
|
|
|
|
(14,466 |
) |
|
|
(3,133 |
) |
|
|
|
|
|
|
(17,599 |
) |
Options expired |
|
|
|
|
|
|
|
|
|
|
(1,000 |
) |
|
|
(12,000 |
) |
|
|
(13,000 |
) |
Options exercised |
|
|
(66,436 |
) |
|
|
(239,014 |
) |
|
|
(824,908 |
) |
|
|
(60,000 |
) |
|
|
(1,190,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at June 30, 2006 |
|
|
1,498,703 |
|
|
|
851,506 |
|
|
|
2,926,755 |
|
|
|
204,154 |
|
|
|
5,481,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested at June 30, 2006 or expected to
vest in the future |
|
|
1,481,266 |
|
|
|
850,650 |
|
|
|
2,917,421 |
|
|
|
204,154 |
|
|
|
5,453,491 |
|
Options exercisable at June 30, 2006 |
|
|
307,703 |
|
|
|
713,598 |
|
|
|
1,586,981 |
|
|
|
204,154 |
|
|
|
2,812,436 |
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Information |
|
|
2005 Equity |
|
Broad-Based |
|
Long-term |
|
Non-employee |
|
|
|
|
Incentive Plan |
|
Incentive Plan |
|
Incentive Plan |
|
Director Plan |
|
Total All Plans |
Stock based compensation
cost not yet recognized under
the straight-line method
(dollars in thousands) |
|
$ |
7,861 |
|
|
$ |
451 |
|
|
$ |
5,030 |
|
|
|
|
|
|
$ |
13,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining
expense recognition period (in
years) |
|
|
1.47 |
|
|
|
0.62 |
|
|
|
0.70 |
|
|
|
|
|
|
|
1.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average exercise
prices for stock options -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31,
2005 |
|
$ |
35.75 |
|
|
$ |
22.85 |
|
|
$ |
25.55 |
|
|
$ |
26.95 |
|
|
$ |
27.49 |
|
Options granted during the
six months ended June 30,
2006
|
|
$ |
42.99 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
42.99 |
|
Options forfeited during
the six months ended June
30, 2006 |
|
$ |
|
|
|
$ |
22.68 |
|
|
$ |
21.47 |
|
|
$ |
|
|
|
$ |
22.46 |
|
Options expired during the
six months ended June 30,
2006 |
|
$ |
|
|
|
$ |
|
|
|
$ |
28.28 |
|
|
$ |
32.44 |
|
|
$ |
32.12 |
|
Options exercised during
the six months ended June
30, 2006 |
|
$ |
36.89 |
|
|
$ |
22.60 |
|
|
$ |
28.41 |
|
|
$ |
32.42 |
|
|
$ |
27.92 |
|
Outstanding at June 30, 2006 |
|
$ |
35.91 |
|
|
$ |
22.93 |
|
|
$ |
24.75 |
|
|
$ |
25.02 |
|
|
$ |
27.53 |
|
Vested at June 30, 2006 or
expected to vest in the
future |
|
$ |
35.90 |
|
|
$ |
22.93 |
|
|
$ |
24.75 |
|
|
$ |
25.02 |
|
|
$ |
27.50 |
|
Exercisable at June 30, 2006 |
|
$ |
32.71 |
|
|
$ |
23.15 |
|
|
$ |
25.53 |
|
|
$ |
25.02 |
|
|
$ |
25.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining
contractual term for stock
options (in years) - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006 |
|
|
6.04 |
|
|
|
5.91 |
|
|
|
5.35 |
|
|
|
2.00 |
|
|
|
5.50 |
|
Vested at June 30, 2006 or
expected to vest in the
future |
|
|
6.03 |
|
|
|
5.91 |
|
|
|
5.35 |
|
|
|
2.00 |
|
|
|
5.50 |
|
Exercisable at June 30, 2006 |
|
|
4.74 |
|
|
|
5.66 |
|
|
|
4.43 |
|
|
|
2.00 |
|
|
|
4.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value
(dollars in thousands) for
stock options -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the six
months ended June 30, 2006 |
|
$ |
1,225 |
|
|
$ |
6,385 |
|
|
$ |
16,650 |
|
|
$ |
648 |
|
|
$ |
24,908 |
|
Outstanding at June 30, 2006 |
|
$ |
17,773 |
|
|
$ |
21,179 |
|
|
$ |
67,381 |
|
|
$ |
4,644 |
|
|
$ |
110,977 |
|
Vested at June 30, 2006 or
expected to vest in the
future |
|
$ |
17,583 |
|
|
$ |
21,158 |
|
|
$ |
67,169 |
|
|
$ |
4,644 |
|
|
$ |
110,554 |
|
Exercisable at June 30, 2006 |
|
$ |
4,634 |
|
|
$ |
17,598 |
|
|
$ |
35,298 |
|
|
$ |
4,644 |
|
|
$ |
62,174 |
|
During the six months ended June 30, 2005, a total of 1,038,520 options were granted at a
weighted-average fair value of $6.72 per share determined in accordance with the provisions of FAS
123.
Restricted and deferred stock unit awards
During 2005, the Company began issuing restricted stock units with no exercise price to key
employees in place of stock options. During 2006, grants of restricted stock units were also made
to officers in addition to key employees. Approximately 77,110 of the restricted stock unit grants
during the six months ended June 30, 2006, contain performance-based conditions which could result
in the actual amount of issuable restricted stock units to be between zero and 154,220 based on the
Companys full-year 2006 financial performance against certain targets. The weighted-average value
of the restricted stock units granted during the six months ended
June 30, 2006, was $41.14 per
share based on the market value of the Companys common stock at the date of grant. For the six
months ended June 30, 2005, a total of 308,900 restricted stock units were granted at a
weighted-average value of $27.06 per share. The fair value of the restricted stock unit grants is
amortized to expense using the straight-line method over the vesting period. The restricted stock
units granted to officers during the six months ended June 30, 2006 generally provide for 12.5% vesting on each
of the first and second anniversaries of the date of grant and a final vesting of 75% on the third
anniversary of the date of grant, based on continued employment.
Restricted stock units granted to other key employees during the six
months ended June 30, 2006, generally provide for 25% vesting on
the second anniversary of the date of grant and a final vesting of
75% on the third anniversary of the date of grant, based on continued
employment, whereas restricted stock units
granted prior to January 1, 2006, generally provide for 25% vesting on each of the first and second
anniversaries of the grant date and a final vesting of 50% on the third anniversary of the grant
date, based on continued employment.
9
Under a Compensation Program for Non-Employee Directors approved by the Board of Directors in
July 2005, non-employee directors are entitled to receive an annual grant of 6,000 deferred stock
units from the 2005 EQIP plan upon first being elected to the Board and a grant of 4,000 deferred
stock units annually thereafter (post-split basis). These units, which have no exercise price and
no expiration date, vest in one-fourth increments quarterly over the following year but cannot be
converted into common stock until the earlier of termination of Board service or three years,
although Board members have the ability to voluntarily defer conversion for a longer period of
time.
A summary of restricted stock unit award activity under the Companys stock compensation plans
as of June 30, 2006 and changes during the six months ended June 30, 2006 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Units |
|
|
2005 Equity |
|
Broad-Based |
|
Long-term |
|
|
|
|
Incentive |
|
Incentive |
|
Incentive |
|
Total All |
|
|
Plan |
|
Plan |
|
Plan |
|
Plans |
Units outstanding at December 31, 2005 |
|
|
36,500 |
|
|
|
208,400 |
|
|
|
84,800 |
|
|
|
329,700 |
|
|
Units granted |
|
|
311,710 |
|
|
|
|
|
|
|
|
|
|
|
311,710 |
|
Units forfeited |
|
|
(2,200 |
) |
|
|
(2,998 |
) |
|
|
(862 |
) |
|
|
(6,060 |
) |
Units vesting |
|
|
(2,000 |
) |
|
|
(54,636 |
) |
|
|
(21,216 |
) |
|
|
(77,852 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units outstanding at June 30, 2006 |
|
|
344,010 |
|
|
|
150,766 |
|
|
|
62,722 |
|
|
|
557,498 |
|
|
Units vested at June 30, 2006 or expected to vest in the future |
|
|
316,061 |
|
|
|
149,013 |
|
|
|
61,989 |
|
|
|
527,063 |
|
Units exercisable at June 30, 2006 (vested and deferred) |
|
|
21,000 |
|
|
|
|
|
|
|
|
|
|
|
21,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Information |
|
|
2005 Equity |
|
Broad-Based |
|
Long-term |
|
|
|
|
Incentive |
|
Incentive |
|
Incentive |
|
Total All |
|
|
Plan |
|
Plan |
|
Plan |
|
Plans |
Stock-based compensation cost not yet recognized under the
straight-line method (dollars in thousands)1 |
|
$ |
8,856 |
|
|
$ |
2,685 |
|
|
$ |
1,120 |
|
|
$ |
12,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining expense recognition period (in years) |
|
|
2.16 |
|
|
|
1.16 |
|
|
|
1.17 |
|
|
|
1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining contractual term for restricted stock units (in
years) - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006 |
|
|
2.17 |
|
|
|
1.17 |
|
|
|
1.17 |
|
|
|
1.77 |
|
Vested at June 30, 2006 or expected to vest in the future |
|
|
2.16 |
|
|
|
1.16 |
|
|
|
1.17 |
|
|
|
1.76 |
|
Exercisable at June 30, 2006 (vested and deferred) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value for restricted stock units
(dollars in thousands) -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units vesting during the six months ended June 30, 2006 |
|
$ |
86 |
|
|
$ |
2,341 |
|
|
$ |
908 |
|
|
$ |
3,335 |
|
Outstanding at June 30, 2006 |
|
$ |
16,433 |
|
|
$ |
7,202 |
|
|
$ |
2,996 |
|
|
$ |
26,631 |
|
Vested at June 30, 2006 or expected to vest in the future |
|
$ |
15,098 |
|
|
$ |
7,119 |
|
|
$ |
2,961 |
|
|
$ |
25,178 |
|
Exercisable at June 30, 2006 (vested and deferred) |
|
$ |
1,003 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Additional amount
of unrecognized
expense if the
maximum number of
performance-based
restricted stock
unit grants are
made based on the
Companys financial
performance against
certain targets
(dollars in
thousands) |
|
$ |
3,160 |
|
|
|
|
|
|
|
|
|
|
$ |
3,160 |
|
At June 30, 2006, 1,554,865 shares were reserved for future grants of options, deferred stock
units, restricted stock units and other awards. The Company may issue either treasury shares or
newly issued shares of its common stock in satisfaction of these awards.
10
Note 4: Receivables
Receivables consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Trade receivables |
|
$ |
612,998 |
|
|
$ |
560,638 |
|
Other receivables |
|
|
27,451 |
|
|
|
23,236 |
|
Allowances for doubtful accounts |
|
|
(9,122 |
) |
|
|
(9,775 |
) |
|
|
|
|
|
|
|
Total receivables |
|
$ |
631,327 |
|
|
$ |
574,099 |
|
|
|
|
|
|
|
|
Note 5: Inventories
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Raw materials |
|
$ |
113,975 |
|
|
$ |
97,035 |
|
Work-in-process |
|
|
276,947 |
|
|
|
214,730 |
|
Finished goods, including parts and subassemblies |
|
|
659,762 |
|
|
|
498,938 |
|
Other |
|
|
4,284 |
|
|
|
3,408 |
|
|
|
|
|
|
|
|
|
|
|
1,054,968 |
|
|
|
814,111 |
|
Excess of current standard costs over LIFO costs |
|
|
(48,410 |
) |
|
|
(37,829 |
) |
Allowances |
|
|
(71,253 |
) |
|
|
(70,473 |
) |
|
|
|
|
|
|
|
Total inventories |
|
$ |
935,305 |
|
|
$ |
705,809 |
|
|
|
|
|
|
|
|
Note 6: Plant and Equipment and Goodwill
Plant and equipment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Plant and equipment, at cost |
|
$ |
1,267,586 |
|
|
$ |
1,147,422 |
|
Accumulated depreciation |
|
|
(681,203 |
) |
|
|
(621,707 |
) |
|
|
|
|
|
|
|
Total plant and equipment |
|
$ |
586,383 |
|
|
$ |
525,715 |
|
|
|
|
|
|
|
|
Changes in goodwill during the six months ended June 30, 2006 were as follows (in thousands):
|
|
|
|
|
Balance at December 31, 2005 |
|
$ |
577,042 |
|
Acquisition of Caldon Company and a remaining portion of the
Dresser Acquired Businesses by the V&M segment |
|
|
11,076 |
|
Adjustment to goodwill for the Dresser Acquired Businesses
by the V&M segment based upon a preliminary purchase price
allocation |
|
|
12,712 |
|
Impairment associated with a V&M legacy business to be closed |
|
|
(4,763 |
) |
Translation and other |
|
|
15,196 |
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006 |
|
$ |
611,263 |
|
|
|
|
|
Note 7: Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Trade and other accounts payable |
|
$ |
385,919 |
|
|
$ |
356,395 |
|
Progress payments and cash advances |
|
|
421,994 |
|
|
|
240,980 |
|
Accrued liabilities |
|
|
290,163 |
|
|
|
294,144 |
|
|
|
|
|
|
|
|
Total accounts payable and accrued liabilities |
|
$ |
1,098,076 |
|
|
$ |
891,519 |
|
|
|
|
|
|
|
|
11
Activity during the six months ended June 30, 2006 associated with the Companys product
warranty accruals was as follows (in thousands):
|
|
|
|
|
|
|
|
|
Balance |
|
Net |
|
Charges |
|
|
|
Balance |
December 31, |
|
warranty |
|
against |
|
Translation |
|
June 30, |
2005 |
|
provisions |
|
accrual |
|
and other |
|
2006 |
$25,030 |
|
5,266 |
|
(7,386) |
|
2,581 |
|
$25,491 |
|
|
|
|
|
|
|
|
|
Note 8: Employee Benefit Plans
Total net benefit expense associated with the Companys defined benefit pension plans
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Service cost |
|
$ |
2,026 |
|
|
$ |
1,949 |
|
|
$ |
4,051 |
|
|
$ |
3,899 |
|
Interest cost |
|
|
5,941 |
|
|
|
5,737 |
|
|
|
11,882 |
|
|
|
11,474 |
|
Expected return on plan assets |
|
|
(7,704 |
) |
|
|
(7,181 |
) |
|
|
(15,408 |
) |
|
|
(14,363 |
) |
Amortization of prior service cost |
|
|
(141 |
) |
|
|
(131 |
) |
|
|
(281 |
) |
|
|
(263 |
) |
Amortization of losses and other |
|
|
2,654 |
|
|
|
2,251 |
|
|
|
5,308 |
|
|
|
4,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net benefit expense |
|
$ |
2,776 |
|
|
$ |
2,625 |
|
|
$ |
5,552 |
|
|
$ |
5,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net benefit expense associated with the Companys postretirement benefit plans consisted
of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Service cost |
|
$ |
2 |
|
|
$ |
2 |
|
|
$ |
4 |
|
|
$ |
4 |
|
Interest cost |
|
|
395 |
|
|
|
376 |
|
|
|
792 |
|
|
|
751 |
|
Amortization of prior service cost |
|
|
(102 |
) |
|
|
(97 |
) |
|
|
(205 |
) |
|
|
(194 |
) |
Amortization of gains and other |
|
|
(252 |
) |
|
|
(239 |
) |
|
|
(504 |
) |
|
|
(478 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net benefit expense |
|
$ |
43 |
|
|
$ |
42 |
|
|
$ |
87 |
|
|
$ |
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 9: Issuance of Convertible Debentures
On May 23, 2006, the Company issued $500,000,000 of twenty-year senior convertible debentures
due June 15, 2026, that pay interest semi-annually at a rate of 2.5% on each June 15 and December
15, beginning December 15, 2006 (the 2.5% Convertible Debentures). The Company has the right to
redeem the 2.5% Convertible Debentures at any time on or after June 20, 2011, at principal plus
accrued and unpaid interest. Holders may require the Company to repurchase all or a portion of the
2.5% Convertible Debentures on June 15 of 2011, 2016 and 2021, or at any time the Company undergoes
a fundamental change as defined in the debenture agreement, for principal plus accrued and unpaid
interest. Prior to June 15, 2011, holders may also convert their debenture holdings into shares of
common stock at an initial conversion price of 14.1328 shares of common stock per $1,000 principal
amount, or $70.76 per share, only under the following circumstances:
|
|
|
during any quarter after June 30, 2006, if the closing price of the Companys common
stock exceeds 130% of the then current conversion price for at least 20 consecutive trading
days in the 30 consecutive trading day period ending on the last trading day of the
immediately preceding quarter; |
|
|
|
|
during the five business-day period after any five consecutive trading day period in
which the trading price per debentures for each day of the period was less than 97% of the
product of the last reported sales price of the Companys common stock and the current
conversion rate; |
|
|
|
|
upon the occurrence of specified corporate events; or |
|
|
|
|
upon receipt of a notice of redemption by the Company. |
Holders may also convert the 2.5% Convertible Debentures into shares of common stock at any
time on or after June 15, 2011 without meeting the above provisions. In either case involving
conversion by the holders, any amount due up to and including the principal amount of the debt and
accrued but unpaid interest will be satisfied in cash by the Company. The portion of the
conversion
12
value of the debt in excess of principal may, at the option of the Company, be satisfied in
either cash or shares of the Companys common stock. The initial conversion rate is subject to
adjustment based on certain specified events or in the event the Company undergoes a fundamental
change as defined. As part of the offering of the 2.5% Convertible Debentures, the Company agreed
to file a shelf registration statement related to the resale of the debentures and the common stock
issuable upon conversion of the debentures within a specified period of time and to have the
registration statement become effective and maintain effectiveness during periods specified in the
debenture agreement. If the registration statement does not become effective within 90 days of
issuance of the debentures or subsequently ceases to be effective, the Company could be subject to
liquidated damage payments of up to 0.50% per year on the principal amount of the 2.5% Convertible
Debentures payable on June 15 and December 15 of each year during the period that the registration
statement is not effective, as defined in the debenture agreement.
The Company plans to use the proceeds from the offering to repay at
maturity, or earlier, the $200,000,000 principal amount of 2.65%
Senior Notes due 2007. Immediately following the offering, the
Company used approximately $190,220,000 of the proceeds to purchase
4,166,915 shares of the Companys common stock at an
average cost of $45.65 per share. Remaining proceeds from the
offering are available for acquisitions, further share repurchases
and general corporate uses.
Note 10: Business Segments
The Companys operations are organized into three separate business segments DPS, V&M and
CS. Summary financial data by segment is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DPS |
|
$ |
475,659 |
|
|
$ |
350,335 |
|
|
$ |
910,923 |
|
|
$ |
691,770 |
|
V&M |
|
|
271,496 |
|
|
|
145,555 |
|
|
|
570,535 |
|
|
|
268,999 |
|
CS |
|
|
110,610 |
|
|
|
98,894 |
|
|
|
205,967 |
|
|
|
181,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
857,765 |
|
|
$ |
594,784 |
|
|
$ |
1,687,425 |
|
|
$ |
1,142,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DPS |
|
$ |
89,146 |
|
|
$ |
38,445 |
|
|
$ |
166,255 |
|
|
$ |
69,331 |
|
V&M |
|
|
29,532 |
|
|
|
25,941 |
|
|
|
55,355 |
|
|
|
43,020 |
|
CS |
|
|
12,789 |
|
|
|
7,197 |
|
|
|
22,523 |
|
|
|
9,716 |
|
Corporate & other |
|
|
(14,540 |
) |
|
|
(14,042 |
) |
|
|
(40,987 |
) |
|
|
(22,479 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
116,927 |
|
|
$ |
57,541 |
|
|
$ |
203,146 |
|
|
$ |
99,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate & other includes expenses associated with the Companys Corporate office in Houston,
Texas, 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
short-term intercompany lending activities managed by the Companys centralized Treasury function
and stock compensation expense.
Note 11: 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 (prior year amounts have been
revised to reflect the 2-for-1 stock split effective December 15, 2005):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
75,964 |
|
|
$ |
38,630 |
|
|
$ |
132,006 |
|
|
$ |
67,222 |
|
Add back interest on convertible debentures, net of tax |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (assuming conversion of convertible debentures) |
|
$ |
75,965 |
|
|
$ |
38,632 |
|
|
$ |
132,009 |
|
|
$ |
67,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding (basic) |
|
|
114,184 |
|
|
|
109,057 |
|
|
|
115,087 |
|
|
|
108,313 |
|
Common stock equivalents |
|
|
1,732 |
|
|
|
1,413 |
|
|
|
1,695 |
|
|
|
1,329 |
|
Incremental shares from assumed conversion of convertible debentures |
|
|
1,896 |
|
|
|
16 |
|
|
|
1,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares |
|
|
117,812 |
|
|
|
110,486 |
|
|
|
118,467 |
|
|
|
109,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.67 |
|
|
$ |
0.35 |
|
|
$ |
1.15 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.64 |
|
|
$ |
0.35 |
|
|
$ |
1.11 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Diluted shares and net income used in computing diluted earnings per share have been
calculated using the if-converted method
for the Companys 1.75% Convertible Debentures during the period they were outstanding in the
three and six months ended June 30, 2006 and during the three months ended June 30, 2005. The
1.75% Convertible Debentures were anti-dilutive during the six months ended June 30, 2005.
The Companys 1.5% Convertible Debentures have been included in the calculation of diluted
earnings per share for the three and six months ended June 30, 2006, 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 not been included in the calculation of diluted
earnings per share for the three months ended June 30, 2006, as they were anti-dilutive. During the
three and six months ended June 30, 2006, the Company acquired 4,572,015 and 5,295,715 treasury
shares at an average cost of $45.49 and $44.89 per share, respectively. A total of 698,069 and
699,409 treasury shares were issued during the three and six month periods ended June 30, 2006 in
satisfaction of stock option exercises and vesting of restricted stock units.
Note 12: Comprehensive Income
The amounts of comprehensive income for the three and six months ended June 30, 2006 and 2005
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income per Consolidated Condensed Results of Operations |
|
$ |
75,964 |
|
|
$ |
38,630 |
|
|
$ |
132,006 |
|
|
$ |
67,222 |
|
Foreign currency translation gain (loss) 1 |
|
|
28,564 |
|
|
|
(22,793 |
) |
|
|
40,740 |
|
|
|
(42,755 |
) |
Change in fair value of derivatives accounted for as cash flow
hedges, net of tax and other |
|
|
8,208 |
|
|
|
(5,238 |
) |
|
|
9,682 |
|
|
|
(4,834 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
112,736 |
|
|
$ |
10,599 |
|
|
$ |
182,428 |
|
|
$ |
19,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
The significant changes in the Foreign currency translation gain (loss) relate
primarily to the Companys operations in Luxembourg, Norway and the United Kingdom. |
The components of accumulated other elements of comprehensive income at June 30, 2006 and
December 31, 2005 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Amounts comprising accumulated other elements of comprehensive income: |
|
|
|
|
|
|
|
|
Accumulated foreign currency translation gain |
|
$ |
88,229 |
|
|
$ |
47,489 |
|
Accumulated adjustments to record minimum pension liabilities, net of tax |
|
|
(1,507 |
) |
|
|
(1,507 |
) |
Fair value of derivatives accounted for as cash flow hedges, net of tax and other |
|
|
1,164 |
|
|
|
(8,518 |
) |
|
|
|
|
|
|
|
Accumulated other elements of comprehensive income |
|
$ |
87,886 |
|
|
$ |
37,464 |
|
|
|
|
|
|
|
|
Note 13: 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 domestic and international 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
two 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 Compression Systems operation in Grove City, Pennsylvania deposited waste),
where remediation is complete and remaining costs relate to ongoing ground water treatment and
monitoring. The other is believed to be a de minimis exposure. 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. Additionally, the Company has
14
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 June 30, 2006,
the Companys consolidated balance sheet included a noncurrent liability of $8,271,000 for
environmental matters.
Legal Matters
As discussed in Environmental Matters above, the Company is engaged in site cleanup at a
former manufacturing site in Houston, Texas. In 2001, the Company discovered that contaminated
underground water at this site had migrated to an adjacent residential area. Pursuant to applicable
state regulations, the Company notified the affected homeowners. The Company has entered into 21
written agreements with residents over the past four years that obligated the Company to either
reimburse sellers in the area for the estimated decline in value due to potential buyers concerns
over contamination or, in the case of some of these agreements, to purchase the property after an
agreed marketing period. Four of these agreements have had no claims made under them as yet. One
property purchased by the Company with an estimated fair value of $2,000,000 and a note receivable
from a buyer of one of the properties the Company had previously
purchased valued at $4,000,000 were both exchanged with the buyer for commercial property of
approximately equal value during the second quarter of 2006. In addition, the Company has settled
eight other property claims by homeowners. The Company entered into these agreements for the
purpose of mitigating the potential impact of the disclosure of the environmental issue. It was the
Companys intention to stabilize property values in the affected area to avoid or mitigate future
claims. The Company believes it has been successful in these efforts as the number and magnitude of
claims have declined over time and, while the Company has continued to negotiate with homeowners on
a case by case basis, the Company no longer offers these agreements in advance of sale. The Company
has had expenses and losses of approximately $8,500,000 since 2002 related to the various
agreements with homeowners. The Company has filed for reimbursement under an insurance policy
purchased specifically for this exposure but has not recognized any potential reimbursement in its
consolidated financial statements. The Companys financial statements at June 30, 2006 reflect an
approximate $152,000 liability for its estimated exposure under the outstanding agreements with
homeowners. There are approximately 150 homes in the affected area with an estimated aggregate
appraised value of $150,000,000. The homeowners that have settled with the Company have no further
claims on these properties. An unknown number of these properties have sold with no Company
support, but with disclosure of the contamination and, therefore, likely have no further claims. No
additional significant monetary claims other than the lawsuit discussed below are being pursued.
The Companys remediation efforts are resulting in a lower level of contamination than when
originally disclosed to the homeowners. The Company is unable to predict future market values of
homes in the affected areas and how potential buyers of such homes may view the underground
contamination in making a purchase decision.
The Company is a named defendant in a lawsuit regarding this contamination filed as a class
action. In Valice v. Cooper Cameron Corporation (80th Jud. Dist. Ct., Harris County, filed June 21,
2002), the plaintiffs claim that the contaminated underground water has reduced property values and
threatens the health of the area residents. The complaint filed seeks an analysis of the
contamination, reclamation and recovery of actual damages for the loss of property value. The
Company is of the opinion that there is no health risk to area residents and that the lawsuit
essentially reflects concerns over a possible decline in property value. A preliminary settlement
proposal has been presented to the Court under which homeowners in the affected area would be
indemnified for a loss of property value, if any, due to the contamination upon any sale within a
limited timeframe. However, there remain significant unresolved issues relating to a settlement of
this matter including a fairness opinion
rendered by the Court and the ability of the plaintiffs to obtain approval of the members of the
putative class. The Company cannot, therefore, conclude as to the probability at this point in time
whether this proposed settlement will be ultimately agreed to and approved. If a settlement with
the plaintiffs is reached, the Company will incur additional costs; conversely, if a settlement is
not reached, the litigation will continue, causing the Company to incur additional legal costs.
While there remains uncertainty related to this issue, the Company has recorded, as its best
estimate, a $6,500,000 liability for this matter as of June 30, 2006.
The Company believes any potential exposure from existing agreements and any settlement of the
class action, or, based on its review of the facts and law, any potential exposure from these, or
similar, suits will not have a material adverse effect on its financial position or results of
operations.
The Company had been named as a defendant in a suit brought by a purchaser of an option to
purchase a parcel of the same former manufacturing site, Silber/I-10 Venture Ltd., f/k/a
Rocksprings Ltd. v. Falcon Interests Realty Corp., Cooper Industries Inc. and Cooper Cameron
Corporation (212th Judicial District Court, Galveston County, filed August 15, 2002) that alleged
fraud and breach of contract regarding the environmental condition of the parcel under option. The
parties have settled this matter and the case has been dismissed. Cooper Industries, Inc. has made
a claim of approximately $2,500,000 against the Company, based on the Asset Transfer Agreement
pursuant to which Cooper Industries spun-off the Company, for reimbursement of its legal fees and
settlement costs with respect to this matter. The Company is of the opinion it is not required to
make this reimbursement and intends to vigorously defend itself.
15
The Company has been named as a defendant in a number of multi-defendant, multi-plaintiff tort
lawsuits since 1995. At June 30, 2006, the Companys consolidated balance sheet included a
liability of approximately $4,225,000 for such cases, including estimated legal costs.
The Company believes, based on its review of the facts and law, that the potential exposure
from the remaining suits will not have a material adverse effect on its financial condition or
liquidity.
Tax Contingencies
The Company has operations in over 35 countries. As a result, the Company is subject to
various tax filing requirements in these countries. The Company prepares its tax filings in a
manner which it believes is consistent with such filing requirements. However, some of the tax laws
and regulations which the Company is subject to are subject to interpretation and/or judgment.
Although the Company believes that the tax liability for periods ending on or before the balance
sheet date have been adequately provided for in the financial statements, to the extent that a
taxing authority believes that the Company has not prepared its tax filings in accordance with the
authoritys interpretation of the tax laws/regulations, the Company could be exposed to additional
taxes.
16
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
In addition to the historical data contained herein, this document includes forward-looking
statements regarding future revenues and earnings of the Company, as well as expectations
regarding stock compensation expense, cash flows and future capital spending, made in reliance upon
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Companys
actual results may differ materially from those described in forward-looking statements. These
statements are based on current expectations of the Companys performance and are subject to a
variety of factors, some of which are not under the control of the Company, which can affect the
Companys results of operations, liquidity or financial condition. Such factors may include overall
demand for, and pricing of, the Companys products; the size and timing of orders; the Companys
ability to successfully execute large subsea projects it has been
awarded; the Companys ability to convert backlog into revenues
on a timely and profitable basis; the Companys ability to
successfully implement its capital expenditures program; the impact
of acquisitions the Company has made or may make; changes in the price of
(and demand for) oil and gas in both domestic and international
markets; raw material costs and availability; political and social issues
affecting the countries in which the Company does business; fluctuations in currency markets worldwide; and variations in
global economic activity. In particular, current and projected oil and gas prices historically
have generally affected customers spending levels and their related purchases of the Companys products and
services. Additionally, changes in oil and gas price expectations may
impact the Companys financial results due to changes in cost
structure, staffing or spending levels. See additional factors discussed in Factors That May Affect Financial
Condition and Future Results contained herein.
Because the information herein is based solely on data currently available, it is subject to
change as a result of changes in conditions over which the Company has no control or
influence, and should not therefore be viewed as assurance regarding the Companys future
performance. Additionally, the Company is not obligated to make
public indication of such
changes unless required under applicable disclosure rules and regulations.
SECOND QUARTER 2006 COMPARED TO SECOND QUARTER 2005
Consolidated Results
The Companys net income for the second quarter of 2006 totaled $76.0 million, or $0.64 per
diluted share, compared to $38.6 million, or $0.35 per diluted share, in the second quarter of
2005. The results for the second quarter of 2006 include (i) pre-tax charges of $9.1 million, or
$0.05 per diluted share, for acquisition integration activities associated with the operations of
the Flow Control segment of Dresser, Inc. that were acquired in late 2005 and early 2006 (the
Dresser Acquired Businesses) and (ii) pre-tax foreign currency gains of $10.0 million, or $0.06 per
diluted share, primarily relating to short-term intercompany loans made to the Companys European
subsidiaries in connection with the acquisition of the Dresser Acquired Businesses.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment (FAS 123(R)) using
the modified-prospective-transition method. Under FAS 123(R), stock based compensation expense
recognized during the three months ended June 30, 2006 totaled $4.6 million, of which $2.0 million
related to outstanding restricted and deferred stock unit grants and $2.6 million related to
unvested outstanding stock option grants. There was no material cumulative effect of adopting FAS
123(R). Prior to January 1, 2006, the Company accounted for stock-based payments under APB Opinion
25, Accounting for Stock-Based Compensation. During the second quarter of 2005, a total of $0.3
million in stock-based compensation expense was recognized related to the amortization of the
fair value of restricted stock unit grants. Options granted under the Companys equity
compensation plans had an exercise price equal to the market value of the underlying common stock
on the date of grant and all terms were fixed, accordingly, no expense was recognized under APB
Opinion 25. During 2005, the Company began issuing restricted stock unit grants with no exercise
price to key employees in place of stock options and, as more fully described in Note 3 of the
Notes to Consolidated Condensed Financial Statements, also made restricted stock unit grants to
officers in addition to key employees during the first quarter of 2006, some of which contain
performance-based conditions. At June 30, 2006, approximately $13.3 million and $12.7 million of
compensation costs remain to be recognized over the next 1.04 and 1.76 years relating to the grant
date fair value of unvested stock option grants and unvested restricted stock unit grants,
respectively.
Revenues
Revenues for the second quarter of 2006 totaled $857.8 million, an increase of 44.2% from
$594.8 million in the second quarter of 2005. Revenues increased in each of the Companys segments
and in all product lines except for oil, gas and water separation applications. The increase was
driven primarily by high oil and gas prices, which have led to increased drilling and production
activities and demand for new equipment. Entities acquired during the past year accounted for
approximately $101.2 million, or 38.5% of the growth in revenues. A discussion of revenue by
segment may be found below.
17
Costs and Expenses
Cost of sales (exclusive of depreciation and amortization) for the second quarter of 2006
totaled $582.9 million, an increase of 37.8% from $422.9 million in the second quarter of 2005. As
a percentage of revenues, cost of sales decreased from 71.1% in the second quarter of 2005 to 68.0%
in the second quarter of 2006. The decline in cost of sales as a percentage of revenues is
attributable to (i) foreign exchange gains of $10.0 million primarily relating to short-term
intercompany loans made to the Companys European subsidiaries in connection with the acquisition
of the Dresser Acquired Businesses in late 2005 (a 1.2 percentage-point decrease) and (ii) the
application of manufacturing overhead to a larger revenue base (a 1.1 percentage-point decrease).
Selling and administrative expenses for the second quarter of 2006 were $124.6 million, an
increase of $28.6 million or 29.9% from $96.0 million in the second quarter of 2005. Acquisitions
of new entities in the past year accounted for $16.0 million of the increase. Additionally, with
the adoption of FAS 123(R), effective January 1, 2006, the Company recognized $4.6 million of stock
compensation expense in the second quarter of 2006 compared to $0.3 million in the second quarter
of 2005. The remainder of the increase is due primarily to higher headcount, higher travel costs
and higher activity levels throughout the Company.
Depreciation and amortization for the second quarter of 2006 totaled $24.6 million, an
increase of $5.7 million, or 30.3%, from $18.9 million for the second quarter of 2005.
Approximately $4.8 million of the increase is attributable to newly acquired entities with the
remainder caused by increased capital spending levels in the past year compared to previous
periods, partially offset by assets that became fully depreciated in the past year.
Interest income for the second quarter of 2006 was $4.7 million compared to $3.3 million in
the second quarter of 2005. The increase of $1.4 million is primarily attributable to higher
short-term interest rates and higher invested cash balances due primarily to the issuance of $500
million of convertible debt in May 2006.
Interest expense for the second quarter of 2006 totaled $4.3 million, an increase of $1.6
million from $2.7 million in the second quarter of 2005. Approximately $1.2 million of the
increase is attributable to the issuance of $500 million of convertible debt in May 2006.
During the second quarter of 2006, acquisition integration costs totaling $9.1 million were
incurred in connection with the integration of the Dresser Acquired Businesses primarily into the
operations of the V&M segment. Approximately $4.3 million of the costs relate to non-cash asset
impairment charges and $4.0 million relates to employee severance at a legacy facility being closed
as a result of the acquisition. The remaining costs are for plant rearrangement and other
integration costs.
The income tax provision in the second quarter of 2006 was $41.0 million compared to $18.9
million for the same period in 2005. The effective tax rate for the second quarter of 2006 was
35.0% compared to 32.9% in the second quarter of 2005. The increase in the effective tax rate is
primarily attributable to an increased amount of forecasted full-year earnings in higher tax rate
jurisdictions.
Segment Results
DPS Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
Revenues |
|
$ |
475.7 |
|
|
$ |
350.3 |
|
|
$ |
125.4 |
|
|
|
35.8 |
% |
Income before income taxes |
|
$ |
89.1 |
|
|
$ |
38.4 |
|
|
$ |
50.7 |
|
|
|
131.9 |
% |
Revenues of the DPS segment during the second quarter of 2006 totaled $475.7 million, an
increase of 35.8% from $350.3 million in the second quarter of 2005. Drilling sales increased
35.0%, sales of surface products were up 47.8% and subsea equipment sales grew 36.4%. These
increases were partially offset by a 5.9% decline for sales in the oil, gas and water separation
market due to the absence in the current period of large project activity that occurred in the
prior year. The increase in drilling sales primarily reflects higher demand for drilling blowout
preventers (BOPs) and stronger aftermarket activity. Surface equipment sales increased worldwide
due to higher U.S. rig counts, higher commodity prices, strong demand in the Asia Pacific region
and increased activity in the North Sea and Caspian Sea. Subsea equipment sales for major projects
in the U.S. Gulf of Mexico, West Africa and offshore Brazil accounted for a significant portion of
the gain in this product line.
18
Income before income taxes for the second quarter of 2006 totaled $89.1 million, an increase
of 131.9% from $38.4 million in the second quarter of 2005. Cost of sales as a percent of revenues
declined from 72.6% in the second quarter of 2005 to 68.1% for the comparable period of 2006. The
reduction was due primarily to (i) price increases and a mix shift in revenue primarily to higher-margin surface and drilling sales (a 1.7 percentage-point decrease) and (ii) the application of
manufacturing overhead to a larger revenue base (a 2.5 percentage-point decrease).
Selling and administrative costs in the DPS segment totaled $50.7 million for the second
quarter of 2006, an increase of $4.3 million, or 9.4%, compared to the second quarter of 2005.
Increased headcount and activity levels in DPS accounted for a majority of the increase in costs.
Depreciation and amortization expense in DPS for the second quarter of 2006 was $11.8 million
as compared to $11.0 million for the second quarter of 2005, an increase of $0.8 million or 7.6%.
The increase is due primarily to higher levels of capital spending.
V&M Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
Revenues |
|
$ |
271.5 |
|
|
$ |
145.6 |
|
|
$ |
125.9 |
|
|
|
86.5 |
% |
Income before income taxes |
|
$ |
29.5 |
|
|
$ |
25.9 |
|
|
$ |
3.6 |
|
|
|
13.8 |
% |
Revenues of the V&M segment for the second quarter of 2006 totaled $271.5 million, an increase
of 86.5% from $145.6 million in the second quarter of 2005. Acquisitions accounted for
approximately $101.2 million, or 80.4% of the increase. Engineered product sales were up 172.9% in
the second quarter of 2006 as compared to the second quarter of 2005.
Approximately 88.0% of the
increase was attributable to the addition of the Dresser Acquired Businesses in late 2005 and early
2006. The remaining increase reflects higher activity in the segments legacy businesses due to
strong conditions in the energy markets. Sales of distributed products were up 43.3% in the second
quarter of 2006 versus the comparable period in 2005. Approximately 35.4% of the increase was due
to growth through acquisitions. Distributed product sales from legacy U.S. operations increased
30.3% compared to the second quarter of 2005 and sales from the segments Canadian locations were
also strong due to higher commodity prices and rig count levels. Sales of process equipment
increased 19.0% in the second quarter of 2006 compared to the second quarter of 2005. The addition
of newly acquired entities, partially offset by a high level of project activity from international
locations in the second quarter of 2005 that did not recur in the comparable period of 2006,
accounted for the increased level of sales.
Income before income taxes totaled $29.5 million in the second quarter of 2006, an increase of
approximately 13.8% from $25.9 million for the comparable period of 2005. Cost of sales as a
percent of revenues increased from 65.8% in the second quarter of 2005 to 68.9% in the second
quarter of 2006. The increase was due primarily to the Dresser Acquired Businesses, which caused a
6.3 percentage point increase as these businesses incur a higher cost of sales to revenue ratio
than V&Ms legacy business. This increase was partially offset by favorable pricing and a mix
shift in the quarter to higher-margin aftermarket sales, which had a combined effect of lowering
the cost of sales to revenue ratio by 2.1 percentage points. Additionally, the application of
manufacturing overhead to a larger revenue base reduced the ratio by
nearly 1.1 percentage points.
Selling and administrative expense increased by $17.0 million or 84.0% in the second quarter
of 2006 as compared to the second quarter of 2005. Approximately $16.0 million of the increase is
attributable to newly acquired entities.
Depreciation and amortization in the V&M segment increased by $5.0 million in the second
quarter of 2006 as compared to the second quarter of 2005. Approximately $4.8 million of the
increase is attributable to newly acquired entities.
V&M incurred $9.0 million of acquisition integration costs in the second quarter of 2006 as a
result of integrating the Dresser Acquired Businesses into the segments operations. These costs
are described in more detail above.
19
CS Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
Revenues |
|
$ |
110.6 |
|
|
$ |
98.9 |
|
|
$ |
11.7 |
|
|
|
11.8 |
% |
Income before income taxes |
|
$ |
12.8 |
|
|
$ |
7.2 |
|
|
$ |
5.6 |
|
|
|
77.7 |
% |
Revenues of the CS segment for the second quarter of 2006 totaled $110.6 million, an increase
of 11.8% from $98.9 million in the second quarter of 2005. The increase was due primarily to
higher sales of new equipment and higher miscellaneous revenues. Sales in the gas
compression market were up 9.9% due primarily to a 78.6% increase in Superior compressor sales,
which reflected a strong backlog at the beginning of the quarter compared to the prior year due to
high natural gas prices. Ajax unit sales were also up 12.8% due to higher demand from equipment
leasing operators. Sales in the air compression market were up 5.8% primarily due to a 12.2%
increase in new plant air equipment sales and higher aftermarket parts and upgrade services.
Income before income taxes totaled $12.8 million in the second quarter of 2006, an increase of
nearly 77.7% from $7.2 million in the comparable period of 2005. Cost of sales as a percent of
revenues declined from 72.9% in the second quarter of 2005 to 72.4% in the second quarter of 2006.
The decline is due primarily to (i) the application of manufacturing overhead to a larger revenue
base (a 1.7 percentage point decrease) and (ii) the effect of lower liquidated damage provisions
for late shipments (a 1.4 percentage-point decrease). These decreases were partially offset by
higher raw material costs and higher subcontract costs due to increased volumes, which resulted in
an approximate 2.7 percentage-point increase in the ratio.
Selling and administrative expenses declined by $1.4 million, or 9.1%, in the second quarter
of 2006 as compared to the second quarter of 2005. The decline is primarily due to the absence in
2006 of certain costs relating to exiting one of the segments facilities during 2005.
Depreciation and amortization expense for the CS segment declined by $0.6 million to $3.2
million in the second quarter of 2006 from $3.8 million in the second quarter of 2005. The
decrease is due primarily to assets which became fully depreciated over the past year and the
absence of depreciation relating to exiting one of the segments facilities during 2005.
Corporate Segment
The Corporate segments loss before income taxes was $14.5 million in the second quarter of
2006 as compared to $14.0 million in the second quarter of 2005. Included in the loss for the
second quarter of 2006 were foreign currency gains of $8.2 million relating to short-term
intercompany loans made to the Companys European subsidiaries in connection with the acquisition
of the Dresser Acquired Businesses in late 2005. Mostly offsetting these gains was additional
expense relating to employee stock compensation programs recognized in accordance with FAS 123(R)
which was adopted January 1, 2006.
ORDERS
Orders were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase/(decrease) |
|
|
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
DPS |
|
$ |
807.5 |
|
|
$ |
843.0 |
|
|
$ |
(35.5 |
) |
|
|
(4.2 |
)% |
V&M |
|
|
315.5 |
|
|
|
155.5 |
|
|
|
160.0 |
|
|
|
102.9 |
% |
CS |
|
|
136.7 |
|
|
|
108.8 |
|
|
|
27.9 |
|
|
|
25.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,259.7 |
|
|
$ |
1,107.3 |
|
|
$ |
152.4 |
|
|
|
13.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Orders for the second quarter of 2006 totaled $1,259.7 million, an increase of 13.8% compared
to $1,107.3 million for the second quarter of 2005.
DPS segment orders for the second quarter of 2006 were $807.5 million, a decline of 4.2% from
$843.0 million in the second quarter of 2005. Drilling orders more than quadrupled compared to the
prior year quarter. Orders for surface equipment were up 4.1% and orders for oil, gas and water
separation applications increased by 17.9%. These increases were more than offset by a 69.2%
decline in orders for subsea equipment. The increase in drilling orders reflects the booking of an
increased number of large orders
20
relating to rig construction activity during the second quarter of
2006. Surface equipment orders were up in North America due to
higher rig count levels and in the Eastern Hemisphere due to increased activity in the North
Sea and Caspian Sea. These increases were partially offset by the absence of a large award
received in the second quarter of 2005 in Australia and the timing of orders by a major customer in
South America. The Company received a large award for an oil separation application in Europe
during the second quarter of 2006 accounting for the majority of the increase in this product line.
The decline in orders for subsea equipment is mainly due to the absence in 2006 of a $350 million
award received in the second quarter of 2005 relating to a project offshore West Africa.
Second quarter 2006 orders in the V&M segment were $315.5 million, an increase of 102.9%
compared to orders of $155.5 million in the second quarter of 2005. Newly acquired entities
accounted for $103.5 million, or 64.7% of the increase. Engineered product line orders increased
186.6% in the second quarter of 2006 compared to the second quarter of 2005. The addition of the
Dresser Acquired Businesses accounted for approximately 81.3% of the increase with the remaining
increase attributable to strong demand in the segments legacy operations as a result of higher
commodity prices. Orders for distributed products grew 51.3% in the second quarter of 2006
compared to the same period in 2005. The addition of newly acquired businesses accounted for
approximately 22.5% of the increase. The remaining increase is attributable to growth in U.S.
legacy businesses due to strong demand in the market. Orders for process equipment grew 65.4% in
the second quarter of 2006 compared to the second quarter of 2005. Almost one-half of the increase
was due to newly acquired operations with the remainder reflecting increased North American project
activity.
Orders in the CS segment for the second quarter 2006 totaled $136.7 million, an increase of
25.6% from $108.8 million in the second quarter of 2005. Orders in the gas compression market
increased 13.4%, more than one-half of which relates to the aftermarket business. Additionally,
orders for Superior compressors were up 54.7% due to high natural gas prices and acceptance in the
market of a new product line, and orders for Ajax units increased 11.6% due to strong demand from
lease fleet operators. Orders in the air compression market increased 41.4% during the period due
primarily to strong worldwide demand from the air separation market for engineered machines.
SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005
Consolidated Results
The Companys net income for the six months ended June 30, 2006 totaled $132.0 million, or
$1.11 per diluted share, compared to $67.2 million, or $0.61 per diluted share, in the six months
ended June 30, 2005. The results for the first half of 2006 include (i) pre-tax charges of $19.1
million, or $0.10 per diluted share, for acquisition integration costs associated with the Dresser
Acquired Businesses that were purchased in late 2005 and early 2006, (ii) pre-tax foreign currency
gains of $10.4 million, or $0.06 per diluted share, relating primarily to short-term intercompany loans made
to the Companys European subsidiaries in connection with the acquisition of the Dresser Acquired
Businesses and (iii) a pre-tax charge of $6.5 million, or $0.04 per diluted share, for a class
action lawsuit related to environmental contamination at a former manufacturing facility (see Note
13 of the Notes to Consolidated Condensed Financial Statements).
The Company recognized $11.4 million of stock-based compensation expense during the six months
ended June 30, 2006, of which $5.8 million related to outstanding restricted and deferred stock
unit grants and $5.6 million related to unvested outstanding stock option grants. Prior to January
1, 2006, the Company accounted for stock-based payments under APB Opinion 25. During the first six
months of 2005, a total of $1.0 million in stock-based compensation expense was recognized related
to the amortization of the fair value of restricted stock unit grants. Accordingly, as a
result of adopting FAS 123(R), the Companys income before income taxes and earnings per diluted
share were $5.6 million and $0.03 lower, respectively, than if the Company had continued to account
for share-based compensation under APB Opinion No. 25.
Revenues
Revenues for the six months ended June 30, 2006 totaled $1,687.4 million, an increase of 47.7%
from $1,142.7 million for the six months ended June 30, 2005. Revenues increased in each of the
Companys segments and across all product lines. The increase was driven primarily by high oil and
gas prices, which have led to increased drilling and production activities and demand for new
equipment. Entities acquired during the past year accounted for
approximately $256.8 million, or
47.1% of the growth in revenues. A discussion of revenue by segment may be found below.
21
Costs and Expenses
Cost of sales (exclusive of depreciation and amortization) for the first half of 2006 totaled
$1,167.9 million, an increase of 40.7% from $830.2 million in the first half of 2005. As a
percentage of revenues, cost of sales decreased from 72.7% in the first six months of 2005 to 69.2%
in the comparable period of 2006. The decline in cost of sales as a percentage of revenues is
attributable to (i) a favorable settlement of a warranty issue on a subsea project which reduced
warranty expense in the first six months of 2006 compared to the first six months of 2005 by $5.9
million, including a $3.6 million reduction in the warranty liability recorded in the first half of
2006 (a 0.4 percentage-point decrease), (ii) foreign exchange gains of $10.4 million primarily
relating to short-term intercompany loans made to the Companys European subsidiaries in connection
with the acquisition of the Dresser Acquired Businesses in late 2005 (a 0.6 percentage-point
decrease) and (iii) the application of manufacturing overhead to a larger revenue base (a 1.7
percentage-point decrease).
Selling and administrative expenses for the first half of 2006 were $250.3 million, an
increase of $76.1 million or 43.6% from $174.2 million in the first half of 2005. Acquisitions of
new entities in the past year accounted for $32.5 million of the increase. Additionally, with the
adoption of FAS 123(R), effective January 1, 2006, the Company recognized $11.4 million of stock
compensation expense in the first half of 2006 compared to $1.0 million in the first half of 2005.
During the first quarter of 2006, the Company also recognized a $6.5 million charge for a class
action lawsuit related to environmental contamination at a former manufacturing facility. The
remainder of the increase is due primarily to higher headcount, higher employee incentive costs due
largely to the Companys improved financial performance, higher travel costs and higher activity
levels throughout the Company.
Depreciation and amortization for the first six months of 2006 totaled $47.2 million, an
increase of $8.5 million or 22.0%, from $38.7 million for the first six months of 2005. The
increase is primarily attributable to newly acquired entities.
Interest income for the first six months of 2006 was $7.8 million compared to $5.2 million in
the first six months of 2005. The increase of $2.6 million is primarily attributable to higher
short-term interest rates and higher invested cash balances due primarily to the issuance of $500
million of convertible debt in May 2006.
Interest expense for the first half of 2006 totaled $7.5 million, an increase of $2.4 million
from $5.1 million in the second quarter of 2005. Approximately $1.2 million of the increase is
attributable to the issuance of $500 million of convertible debt in May 2006. Additionally,
interest expense increased as a result of a higher effective interest rate on $150.0 million of the
Companys Senior Notes due to the cancellation of an interest rate swap agreement in place during a
portion of 2005, which had lowered the effective interest rate on this debt during 2005.
During the first six months of 2006, acquisition integration costs totaling $19.1 million were
incurred in connection with the integration of the Dresser Acquired Businesses primarily into the
operations of the V&M segment. Approximately $10.8 million of the costs relate to non-cash asset
impairment charges and $4.0 million relates to employee severance at a legacy facility being closed
as a result of the acquisition. The remaining costs are for employee stay bonuses, employee
relocation, plant rearrangement and other integration costs (see Note 2 of the Notes to
Consolidated Condensed Financial Statements).
The income tax provision in the first six months of 2006 was $71.1 million compared to $32.4
million for the first six months of 2005. The effective tax rate for the first six months of 2006
was 35.0% compared to 32.5% in the first six months of 2005. The increase in the effective tax rate
is primarily attributable to an increased amount of forecasted full-year earnings in higher tax
rate jurisdictions.
Segment Results
DPS Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
Revenues |
|
$ |
910.9 |
|
|
$ |
691.8 |
|
|
$ |
219.1 |
|
|
|
31.7 |
% |
Income before income taxes |
|
$ |
166.3 |
|
|
$ |
69.3 |
|
|
$ |
97.0 |
|
|
|
139.8 |
% |
DPS segment revenues for the six months ended June 30, 2006 totaled $910.9 million, an
increase of 31.7% compared to $691.8 million during the six months ended June 30, 2005. Sales of
drilling products increased 30.3%, surface sales were up 41.1%, subsea equipment sales increased
30.7% and sales of oil, gas and water separation applications were up modestly. The increase in
drilling
22
sales primarily reflects higher demand for drilling BOPs and increased aftermarket activity.
Surface equipment sales were up, particularly in the Asia Pacific/Middle East region and in the
Eastern Hemisphere due to strong market conditions. The increase in subsea equipment sales
primarily reflects completion of equipment for major projects in the U.S. Gulf of Mexico, offshore
West Africa and Brazil.
Income before income taxes for the first half of 2006 totaled $166.3 million, an increase of
139.8% from $69.3 million in the first half of 2005. Cost of sales as a percent of revenues
declined from 73.9% in the six months ended June 30, 2005 to 68.3% for the comparable period of
2006. The reduction was due primarily to (i) price increases and a mix shift in revenue to
higher-margin surface sales (a 1.9 percentage-point decrease), (ii) the favorable settlement of a
warranty issue on a subsea project which reduced warranty expense in the first six months of 2006
compared to the first six months of 2005 by $5.9 million, including a $3.6 million reduction in the
warranty liability recorded in the first half of 2006 (a 0.7 percentage-point decrease), and (iii)
the application of manufacturing overhead to a larger revenue base (a 2.6 percentage-point
decrease).
Selling and administrative expenses for the first six months of 2006 totaled $99.1 million, an
increase of $9.9 million or 11.1%, from $89.2 million for the first six months of 2005. Increased
headcount and activity levels in DPS accounted for a majority of the increase in costs.
Depreciation and amortization expense for the first half of 2006 was $23.1 million as compared
to $21.8 million for the first half of 2005, an increase of $1.3 million or 6.1%. The increase is
due primarily to higher levels of capital spending.
V&M Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
Revenues |
|
$ |
570.5 |
|
|
$ |
269.0 |
|
|
$ |
301.5 |
|
|
|
112.1 |
% |
Income before income taxes |
|
$ |
55.4 |
|
|
$ |
43.0 |
|
|
$ |
12.4 |
|
|
|
28.7 |
% |
Revenues of the V&M segment for the first six months of 2006 totaled $570.5 million, an
increase of 112.1% from $269.0 million for the same period in 2005. Acquisitions accounted for
approximately $256.8 million, or 85.2% of the increase. Engineered product sales tripled in the
first six months of 2006 compared to the first six months of 2005.
Nearly 96.5% of the increase was
attributable to the addition of the Dresser Acquired Businesses in late 2005 and early 2006 with
the remainder reflecting higher activity levels due to the strong conditions in the energy markets.
Sales of distributed products were up 46.1% for the six months ended June 30, 2006 as compared to
the same period in 2005. The addition of newly acquired entities accounted for 38.4% of the
increase with the remaining increase due to higher activity levels in the United States and Canada
as a result of higher commodity prices and rig count levels. Sales of equipment for the process
markets increased 48.9% in the first six months of 2006 compared to the same period in 2005.
Nearly 65.9% of the increase was due to acquisitions with the remaining increase coming mainly from
higher demand in North America.
Income before income taxes totaled $55.4 million in the first half of 2006, an increase of
approximately 28.7% from $43.0 million in the first half of 2005. Cost of sales as a percent of
revenues increased from 68.0% in the first half of 2005 to 70.9% in the first half of 2006. The
increase was due primarily to the Dresser Acquired Businesses, which
caused a 7.5 percentage-point
increase as these businesses incur a higher cost of sales to revenue ratio than V&Ms legacy
business. This increase was partially offset by favorable pricing and a mix shift in the first
half of the year to higher margin distributed and aftermarket sales which had a combined effect of
lowering the cost of sales to revenue ratio by 2.2 percentage points. Additionally, the
application of manufacturing overhead to a larger revenue base positively impacted this ratio
during the first six months of 2006 compared to the same period in
2005 by nearly 2.4 percentage
points.
Selling and administrative expenses for V&M increased $39.2 million, or 107.3%, in the first
six months of 2006 as compared to the same period in the prior year.
Approximately $32.5 million
of the increase was due to entities acquired in late 2005 and early 2006. The remaining increase
was caused by higher headcount levels in the legacy businesses and higher employee incentive costs
due to strong business activity levels.
Depreciation and amortization in the V&M segment increased by $9.6 million in the first six
months of 2006 to $16.1 million from $6.5 million in the comparable period in 2005. The increase
is primarily attributable to newly acquired entities.
23
V&M incurred $19.0 million of acquisition integration costs in the first six months of 2006 as
a result of integrating the Dresser Acquired Businesses into the segments operations. These costs
are described in more detail above.
CS Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
Revenues |
|
$ |
206.0 |
|
|
$ |
181.9 |
|
|
$ |
24.1 |
|
|
|
13.2 |
% |
Income before income taxes |
|
$ |
22.5 |
|
|
$ |
9.7 |
|
|
$ |
12.8 |
|
|
|
131.8 |
% |
Revenues in the CS segment for the six months ended June 30, 2006 totaled $206.0 million, an
increase of 13.2% compared to $181.9 million for the six months ended June 30, 2005. Gas
compression sales increased 14.1% due largely to an increase in new equipment sales as a result of
increased demand caused by strong natural gas prices. In the air compression market, sales were up
8.4% due primarily to increased deliveries of engineered machines for air and gas separation
applications.
Income before income taxes totaled $22.5 million in the first half of 2006, an increase of
131.8% from $9.7 million in the comparable period of 2005. Cost of sales as a percent of revenues
declined from 74.1% in the first six months of 2005 to 72.6% in the comparable period of 2006. The
decline is due primarily to (i) the application of manufacturing overhead to a larger revenue base
which decreased the cost of sales to revenues ratio by approximately 3.0 percentage points and (ii)
lower liquidated damage provisions for late shipments (a 0.8 percentage-point decrease). These
decreases were partially offset by higher raw material costs and higher subcontract costs due to
increased volumes which resulted in an approximate 2.2 percentage-point increase in the ratio.
Depreciation and amortization expense for the CS segment declined by $2.8 million, or 30.2%,
to $6.5 million in the first half of 2006 from $9.3 million during the comparable period of 2005.
The decrease is due primarily to (i) assets which became fully depreciated over the past year, (ii)
the absence of depreciation relating to exiting one of the segments facilities during 2005 and
(iii) the absence of a $1.8 million write-down recorded in the first six months of 2005 associated
with the retirement of various plant and equipment relating to a plant consolidation within the
segment.
Corporate Segment
The Corporate segments loss before income taxes totaled $41.0 million for the first six
months of 2006 as compared to $22.5 million in the first six months of 2005. Included in the loss
for the first half of 2006 was a foreign currency gain of $8.6 million relating to short-term
intercompany loans made to the Companys European subsidiaries in connection with the acquisition
of the Dresser Acquired Businesses in late 2005. More than offsetting this gain were additional
selling and administrative costs of $27.7 million consisting primarily of (i) $10.4 million of
additional expense relating to employee stock compensation programs recognized in accordance with
FAS 123(R) which was adopted January 1, 2006, (ii) $7.4 million of higher litigation expenses in
the first half of 2006, primarily due to a $6.5 million charge for a class action lawsuit related
to environmental contamination at a former manufacturing facility, and (iii) $6.7 million of
additional bonus and other payments to employees mainly related to improvements in the Companys
financial results for the first six months of 2006 compared to the same period in 2005.
ORDERS & BACKLOG
Orders were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Increase |
|
|
|
2006 |
|
|
2005 |
|
|
$ |
|
|
% |
|
DPS |
|
$ |
1,654.3 |
|
|
$ |
1,245.2 |
|
|
$ |
409.1 |
|
|
|
32.9 |
% |
V&M |
|
|
675.9 |
|
|
|
306.2 |
|
|
|
369.7 |
|
|
|
120.7 |
% |
CS |
|
|
264.7 |
|
|
|
235.5 |
|
|
|
29.2 |
|
|
|
12.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,594.9 |
|
|
$ |
1,786.9 |
|
|
$ |
808.0 |
|
|
|
45.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Orders for the first six months of 2006 were $2,594.9 million, an increase of 45.2% from
$1,786.9 million for the first six months of 2005.
24
DPS segment orders for the first six months of 2006 totaled $1,654.3 million, an increase of
32.9% compared to $1,245.2 million for the first six months of 2005. Drilling orders were up
325.9%, surface orders increased 25.0% and orders for oil, gas and water separation applications
were up 18.6%. These increases were partially offset by a 45.8% decline in orders for subsea
equipment. The increase in drilling orders reflects the booking of an increased number of large
orders relating to rig construction activity during the first half of 2006. The increase in
surface orders occurred worldwide and reflected the higher activity levels in all regions due to
high commodity prices. Orders for oil and water separation applications were up compared to the
prior year due mainly to large awards in Europe and the Asia Pacific region. These increases more
than offset the absence of a large gas separation application award received in the first quarter
of 2005. The decline in orders for subsea equipment primarily reflects the absence of a $350
million award which occurred in the second quarter of 2005 relating to a project offshore West
Africa. This impact was partially offset by an increase in the number of smaller subsea project
awards in the first six months of 2006.
The V&M segment had orders of $675.9 million in the first half of 2006, an increase of 120.7%
from the order level of $306.2 million in the comparable period of 2005. Acquisitions accounted
for approximately $228.8 million, or 61.9% of the increase. Engineered product line orders
increased 170.7% in the first six months of 2006 compared to the first six months of 2005. The
addition of the Dresser Acquired Businesses accounted for
approximately 81.1% of the increase with
the remaining increase attributable to strong demand in the segments legacy operations as a result
of higher commodity prices. Orders for distributed products grew 73.4% in the first half of 2006
compared to the same period in 2005 with newly acquired entities accounting for over one-fifth of
the increase. Strong market conditions resulting from high commodity prices and higher rig count
levels resulted in a 52.5% increase in distributed product orders from the segments U.S. legacy
operations with additional increases from the Companys Canadian locations. Process equipment
orders increased 112.3% in the first six months of 2006 compared to the same period in 2005. Newly
acquired entities accounted for 31.0% of the increase with the remaining increase due to current
strong market conditions in the industry.
Orders taken by the CS segment in the first six months of 2006 totaled $264.7 million, an
increase of 12.4% from $235.5 million for the first six months of 2005. Orders in the gas
compression market were up 6.7% over the prior year period with aftermarket parts and service
orders accounting for 57.0% of the increase. Demand for Superior compressors grew by 78.6% in the
first six months of 2006 compared to the same period in the prior year due to high natural gas
prices and acceptance in the market of a new product line. Orders for Ajax units declined modestly
compared to the prior year period. Orders in the air compression market increased 20.0% driven by
strong demand for engineered machines that can meet air separation needs. Demand for plant air
machines was relatively flat in the first half of 2006 compared to the first half of 2005.
Backlog was as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
Dec. 31, |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Increase |
|
DPS |
|
$ |
2,251.5 |
|
|
$ |
1,503.6 |
|
|
$ |
747.9 |
|
V&M |
|
|
611.5 |
|
|
|
469.0 |
|
|
|
142.5 |
|
CS |
|
|
240.7 |
|
|
|
183.2 |
|
|
|
57.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,103.7 |
|
|
$ |
2,155.8 |
|
|
$ |
947.9 |
|
|
|
|
|
|
|
|
|
|
|
Liquidity and Capital Resources
The Companys cash and cash equivalents increased by $301.3 million to $663.3 million at June
30, 2006 compared to $362.0 million at December 31, 2005. The main reasons for the increase were
the issuance of $500 million of convertible debt in May 2006 and $111.7 million of cash flow from
operations, partially offset by the purchase of $237.7 million, or 5.3 million shares, of treasury
stock and capital expenditures of $73.7 million.
During the first half of 2006, the Company generated $111.7 million of cash from operations as
compared to $181.9 million for the same period in 2005. The primary reason for this decrease was
the need for increased working capital during the first half of 2006 as a result of the record
level of backlog at June 30, 2006 and the increase in orders for the six months ended June 30,
2006. During the six months ended June 30, 2006, the Company utilized $123.5 million of cash to
increase its working capital. A build in inventories needed to meet growing customer demands
consumed $204.8 million of cash during this period. Increased deposits with the Companys vendors
and other prepayments along with higher receivables caused by increased sales activity also
resulted in the utilization of approximately $97.1 million of cash during the first half of 2006.
This consumption of cash was partially offset by higher levels of accounts payable and accrued
liabilities at June 30, 2006 as compared to December 31, 2005, mainly due to a $181.0 million
increase in progress payments and cash advances received from customers.
25
The Company utilized $105.1 million of cash for investing activities during the first six
months of 2006 compared to $147.3 million during the same period in 2005. The Company made two
acquisitions during the first quarter of 2006, spending $21.6 million to acquire a remaining
business from Dresser Inc. and $13.1 million on the acquisition of Caldon Company, a business which
is additive to the Companys existing flow measurement line of products. Most of the Dresser
Acquired Businesses were previously purchased in late 2005. Additionally, capital spending in the
first half of 2006 was $73.7 million compared to $26.0 million for the same period in 2005. The
increased level of spending in the current year reflects the Companys intentions to significantly
increase the full-year level of capital spending to address capacity issues arising from higher
manufacturing levels caused by increased demand from customers.
During the first six months of 2006, the Companys financing activities generated $284.8
million of cash compared to $66.6 million generated during the first six months of 2005. The
Company issued $500 million of 2.5% twenty-year convertible debentures in May 2006. Mainly
utilizing the proceeds from the issuance of the convertible debt, the Company acquired 5.3 million
shares of treasury stock during the period for a total cost of $237.7 million, or approximately
$44.89 per share. Other factors impacting cash generated from financing activities during the
first half of 2006 were $8.2 million of underwriter fees and legal and accounting costs relating to
the convertible debt issuance in May and $33.2 million of proceeds from employee stock option
exercises.
In the short-term, future cash flows will be required to fund capital spending for the
remainder of the year, currently estimated to be approximately $170.0 million to $185.0 million for
the full year of 2006. Additionally, the Company plans to utilize the remaining proceeds from the
2.5% convertible debt offering to repay its Senior Notes, currently totaling $200.0 million, upon
maturity in April 2007, or earlier.
On a longer-term basis, the Company has outstanding $238.0 million of 1.5% convertible
debentures. Holders of these debentures could require the Company to redeem them beginning in May
2009. Holders of the Companys newly issued 2.5% convertible debentures could also require the
Company to redeem them beginning in June 2011. The Company believes, based on its current
financial condition, existing backlog levels and current expectations for future market conditions,
that it will be able to meet its short and longer-term liquidity needs through additional debt
issuances or refinancing or with cash generated from operating activities, existing cash balances
on hand and amounts available under its $350.0 million five-year multicurrency revolving credit
facility, expiring October 12, 2010, subject to certain extension provisions.
Factors That May Affect Financial Condition and Future Results
The acquisition of certain businesses of the Flow Control segment of Dresser, Inc. exposes the
Company to integration risk.
The acquisition of certain businesses from Dresser is the largest acquisition the Company has
made and will require a substantial amount of integration into V&Ms operations. To the extent this
integration takes longer than expected, costs more than expected or does not result in the
operational improvement expected, the Companys financial performance and liquidity may be
negatively impacted. Through June 30, 2006, the Company has incurred $19.1 million of costs
attributable to the integration of these operations, primarily into the V&M segment.
The inability of the Company to deliver its backlog on time could affect the Companys future
sales and profitability and its relationships with its customers.
At June 30, 2006, backlog reached $3,103.7 billion, a record level for the Company. The
ability to meet customer delivery schedules for this backlog is dependent on a number of factors
including, but not limited to, access to the raw materials required for production, an adequately
trained and capable workforce, project engineering expertise for certain large projects, sufficient
manufacturing plant capacity and appropriate planning and scheduling of manufacturing resources.
Many of the contracts the Company enters into with its customers require long manufacturing lead
times and contain penalty or incentive clauses relating to on-time delivery. A failure by the
Company to deliver in accordance with customer expectations could subject the Company to financial
penalties or loss of financial incentives and may result in damage to existing customer
relationships. Additionally, the Company bases its earnings guidance to the financial markets on
expectations regarding the timing of delivery of product currently in backlog. Failure to deliver
backlog in accordance with expectations could negatively impact the Companys financial performance
and thus cause adverse changes in the market price of the Companys outstanding common stock and
other publicly-traded financial instruments.
26
The Company is embarking on a significant capital expansion program.
In 2006, the Company expects full-year capital expenditures of approximately $170.0 million to
$185.0 million to upgrade its machine tools, manufacturing technologies, processes and facilities
in order to improve its efficiency and address current and expected market demand for the Companys
products. To the extent this program causes disruptions in the Companys plants, the Companys
ability to deliver existing or future backlog may be negatively impacted. In addition, if the
program does not result in the expected efficiencies, future profitability may be negatively
impacted.
Execution of subsea systems projects exposes the Company to risks not present in its surface
business.
This market is significantly different from the Companys other markets since subsea systems
projects are significantly larger in scope and complexity, in terms of both technical and
logistical requirements. Subsea projects (i) typically involve long lead times, (ii) typically are
larger in financial scope, (iii) typically require substantial engineering resources to meet the
technical requirements of the project and (iv) often involve the application of existing technology
to new environments and in some cases, new technology. These projects accounted for approximately
9.0% of total revenues in the first six months of 2006. During the fourth quarter of 2003, the
Company experienced numerous delivery delays on its subsea systems contracts which negatively
impacted 2003s financial results. To the extent the Company experiences difficulties in meeting
the technical and/or delivery requirements of the projects, the Companys earnings or liquidity
could be negatively impacted. As of June 30, 2006, the Company has a subsea systems backlog of
approximately $474.6 million.
Increases in the cost of and the availability of metals used in the Companys manufacturing
processes could negatively impact the Companys profitability.
Beginning in the latter part of 2003 and continuing into 2006, commodity prices for items such
as nickel, molybdenum and heavy metal scrap that are used to make the steel alloys required for the
Companys products increased significantly. Certain of the Companys suppliers have passed these
increases on to the Company. The Company has implemented price increases intended to offset the
impact of the increase in commodity prices. However, if customers do not accept these price
increases, future profitability will be negatively impacted. In addition, the Companys vendors
have informed the Company that lead times for certain raw materials are being extended. To the
extent such change negatively impacts the Companys ability to meet delivery requirements of its
customers, the financial performance of the Company may suffer.
Changes in the U.S. rig count have historically impacted the Companys orders.
Historically, the Companys surface and distributed valve products businesses in the U.S.
market have tracked changes in the U.S. rig count. However, this correlation did not exist in 2003.
The average U.S. rig count increased approximately 24% during 2003 while the Companys U.S. surface
and U.S. distributed valve orders were essentially flat. The Company believes its surface and
distributed valve products businesses were negatively impacted by the lack of drilling activity in
the Gulf of Mexico, fewer completions of onshore high-temperature/high-pressure wells and a lower
level of infrastructure development in the U.S. Such activity typically generates higher orders for
the Company as compared to onshore shallow well activity. The relationship between the Companys
orders in its surface and distributed valve products businesses and changes in the U.S. rig count
returned to a more normal relationship in 2004 and 2005 and continues to date in 2006.
Downturns in the oil and gas industry have had, and may in the future have, a negative effect on
the Companys sales and profitability.
Demand for most of the Companys products and services, and therefore its revenues, depends to
a large extent upon the level of capital expenditures related to oil and gas exploration,
production, development, processing and transmission. Declines, as well as anticipated declines, in
oil and gas prices could negatively affect the level of these activities. Factors that contribute
to the volatility of oil and gas prices include the following:
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demand for oil and gas, which is impacted by economic and political conditions and
weather; |
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the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and
maintain production levels and pricing; |
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the level of production from non-OPEC countries; |
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policies regarding exploration and development of oil and gas reserves; |
27
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the political environments of oil and gas producing regions, including the Middle East; |
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the depletion rates of gas wells in North America; and |
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advances in exploration and development technology. |
Fluctuations in worldwide currency markets can impact the Companys profitability.
The Company has established multiple Centers of Excellence facilities for manufacturing such
products as subsea trees, subsea chokes, subsea production controls and BOPs. These production
facilities are located in the United Kingdom and other European and Asian countries. To the extent
the Company sells these products in U.S. dollars, the Companys profitability is eroded when the
U.S. dollar weakens against the British pound, the euro and certain Asian currencies, including the
Singapore dollar.
In connection with the acquisition of the Dresser Acquired Businesses in late 2005 and early
2006, the Company entered into a number of short-term loans between certain wholly-owned
subsidiaries to finance the acquisition cost and working capital needs of certain of Dressers
international operations. Due to a significant weakening of the U.S. dollar in the second quarter
of 2006, the Company recognized a significant currency gain relating to these euro-denominated
loans made by a United States based entity. Prior to the second quarter of 2006, the Companys
gain or loss on foreign currency dominated transactions had not been material.
Cancellation of orders could affect the Companys future sales and profitability.
Cameron accepts purchase orders that may be subject to cancellation, modification or
rescheduling. Changes in the economic environment and the financial condition of the oil and gas
industry could result in customer requests for modification, rescheduling or cancellation of
contractual orders. The Company is typically protected against financial losses related to products
and services it has provided prior to any cancellation. However, if the Companys customers cancel
existing purchase orders, future profitability may be negatively impacted.
The Companys international operations expose it to instability and changes in economic and
political conditions, foreign currency fluctuations, trade and investment regulations and other
risks inherent to international business.
The risks of international business include the following:
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volatility in general economic, social and political conditions; |
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differing tax rates, tariffs, exchange controls or other similar restrictions; |
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changes in currency rates; |
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inability to repatriate income or capital; |
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compliance with, and changes in, domestic and foreign laws and regulations that impose a
range of restrictions on operations, trade practices, trade partners and investment
decisions. From time to time, the Company receives inquiries regarding its compliance with
such laws and regulations. The Company received a voluntary request for information dated
September 2, 2005 from the U.S. Securities and Exchange Commission regarding certain of the
Companys West African activities and has responded to this request. The Company believes it
has complied with all applicable laws and regulations with respect to its activities in this
region. Additionally, the U.S. Department of Treasurys Office of Foreign Assets Control
made an inquiry regarding U.S. involvement in a United Kingdom subsidiarys commercial and
financial activity relating to Iran in September 2004 and the U.S. Department of Commerce
made an inquiry regarding sales by another United Kingdom subsidiary to Iran in February
2005. The Company responded to these two inquiries and has not received any additional
requests related to these matters; |
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reductions in the number or capacity of qualified personnel; and |
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seizure of equipment. |
28
Cameron has manufacturing and service operations that are essential parts of its business in
developing countries and economically and politically volatile areas in Africa, Latin America,
Russia and other countries that were part of the Former Soviet Union, the Middle East, and Central
and South East Asia. The Company also purchases a large portion of its raw materials and components
from a relatively small number of foreign suppliers in developing countries. The ability of these
suppliers to meet the Companys demand could be adversely affected by the factors described above.
Compression Systems aftermarket revenues associated with legacy equipment are declining.
During 2005, approximately 35% of Compression Systems revenues came from the sale of
replacement parts for equipment that the Company no longer manufactures. Many of these units have
been in service for long periods of time, and are gradually being replaced. As this installed base
of legacy equipment declines, the Companys potential market for parts orders is also reduced. In
recent years, the Companys revenues from replacement parts associated with legacy equipment have
declined nominally.
Changes in the equity and debt markets impact pension expense and funding requirements for the
Companys defined benefit plans.
The Company accounts for its defined benefit pension plans in accordance with Statement of
Financial Accounting Standards No. 87, Employers Accounting for Pensions, (FAS 87), which requires
that amounts recognized in the financial statements be determined on an actuarial basis. A
significant element in determining the Companys pension income or expense in accordance with FAS
87 is the expected return on plan assets. The assumed long-term rate of return on assets is applied
to a calculated value of plan assets which results in an estimated return on plan assets that is
included in current year pension income or expense. The difference between this expected return and
the actual return on plan assets is deferred and amortized against future pension income or
expense. Due to the weakness in the overall equity markets from 2000 through 2002, the plan assets
earned a rate of return substantially less than the assumed long-term rate of return during this
period. As a result, expense associated with the Companys pension plans has increased
significantly from the level recognized historically.
Additionally, FAS 87 requires the recognition of a minimum pension liability to the extent the
assets of the plans are below the accumulated benefit obligation of the plans. In order to avoid
recognizing this minimum pension liability, the Company contributed approximately $13.7 million to
its pension plans during 2005, $18.2 million in 2004 and $18.7 million in 2003. If the Companys
pension assets perform poorly in the future or interest rates decrease, the Company may be required
to recognize a minimum pension liability in the future or fund additional amounts to the pension
plans.
On March 31, 2006, the FASB issued an Exposure Draft of a Proposed Statement of Financial
Accounting Standards on Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans, which would amend FASB Statements No. 87, 88, 106 and 132(R). The proposed standard would
require companies to, among other things, 1) recognize in their balance sheets the overfunded or
underfunded status of a defined benefit postretirement plan measured as the difference between the
fair value of plan assets and the benefit obligation, 2) recognize as a component of other
comprehensive income the actuarial gains and losses and the prior service costs and credits that
arise during the period but, under current accounting standards, are not recognized as components
of net periodic benefit costs, subject to adjustment in subsequent periods as those amounts are
recognized as components of net periodic benefit costs and 3) recognize as an adjustment to the
opening balance of retained earnings any transition asset or transition obligation remaining from
the initial application of Statements 87 and 106.
The FASBs goal is to issue a final standard by September 2006 which would be effective for
fiscal years ending after December 15, 2006.
At December 31, 2005, the Company had a long-term prepaid pension asset recognized in its
financial statements of $134.0 million determined in accordance with FAS 87. However, the net
funded status of all defined benefit pension plans at December 31, 2005 was a liability of
approximately $19.0 million. Additionally, the Companys unrecognized net loss and unrecognized
prior service cost on its defined benefit pension and postretirement benefit plans at December 31,
2005, were $137.9 million and $6.0 million, respectively. If the FASBs proposal was to be adopted
in its current form, it could have a significant impact on the Companys net assets as of December
31, 2006.
The Company is subject to environmental, health and safety laws and regulations that expose the
Company to potential liability.
The Companys operations are subject to a variety of national and state, provisional and local
laws and regulations, including laws and regulations relating to the protection of the environment.
The Company is required to invest financial and managerial resources to comply with these laws and
expects to continue to do so in the future. To date, the cost of complying with governmental
regulation
29
has not been material, but the fact that such laws or regulations are frequently changed makes
it impossible for the Company to predict the cost or impact of such laws and regulations on the
Companys future operations. The modification of existing laws or regulations or the adoption of
new laws or regulations imposing more stringent environmental restrictions could adversely affect
the Company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is currently exposed to market risk from changes in foreign currency rates and
changes in interest rates. A discussion of the Companys market risk exposure in financial
instruments follows.
Foreign Currency Exchange Rates
As described more fully under Factors That May Affect Financial Condition and Future Results
Fluctuations in worldwide currency markets can impact the Companys profitability above, the
Company has short-term intercompany loans and intercompany balances outstanding at June 30, 2006
denominated in currencies different from the functional currency of at least one of the parties.
These transactions subject the Companys financial results to risk from changes in foreign currency
exchange rates. Prior to the second quarter of 2006, these amounts had not resulted in recognition
of a material foreign currency gain or loss due to fluctuations in the applicable exchange rates.
A large portion of the Companys operations consist of manufacturing and sales activities in
foreign jurisdictions, principally in Europe, Canada, West Africa, the Middle East, Latin America
and the Pacific Rim. As a result, the Companys financial performance may be affected by changes in
foreign currency exchange rates or weak economic conditions in these markets. Overall, the Company
generally is a net receiver of Pounds Sterling and Canadian dollars and, therefore, benefits from a
weaker U.S. dollar with respect to these currencies. Typically, the Company is a net payer of euros
and Norwegian krone as well as other currencies such as the Singapore dollar and the Brazilian
real. A weaker U.S. dollar with respect to these currencies may have an adverse effect on the
Company. For each of the last three years, the Companys gain or loss from foreign
currency-denominated transactions has not been material, except as noted above.
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 in currencies for
which the Company does not traditionally have fully offsetting local currency expenditures. The
Company was party to a number of long-term foreign currency forward contracts at June 30, 2006. The
purpose of the majority of these contracts was to hedge large anticipated non-functional currency
cash flows on major subsea contracts involving the Companys United States operations and its
wholly-owned subsidiary in the United Kingdom. Information relating to the contracts and the fair
value recorded in the Companys Consolidated Balance Sheet at June 30, 2006 follows:
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Year of Contract Expiration |
(amounts in millions except exchange rates) |
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2006 |
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2007 |
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2008 |
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2009 |
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Total |
Sell USD/Buy GBP: |
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Notional amount to sell (in U.S. dollars) |
|
$ |
59.2 |
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$ |
65.4 |
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$ |
11.0 |
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$ |
2.6 |
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$ |
138.2 |
|
Average GBP to USD contract rate |
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1.8120 |
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1.8091 |
|
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1.8039 |
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|
1.7989 |
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|
1.8097 |
|
Average GBP to USD forward rate at June 30, 2006 |
|
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1.8538 |
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1.8619 |
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1.8689 |
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1.8737 |
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1.8592 |
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Fair value at June 30, 2006 in U.S. dollars |
|
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$ |
3.8 |
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Buy Euro/Sell GBP: |
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Notional amount to buy (in euros) |
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14.0 |
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16.0 |
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0.9 |
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30.9 |
|
Average GBP to EUR contract rate |
|
|
1.4059 |
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1.3902 |
|
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1.3693 |
|
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|
1.3450 |
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|
1.3966 |
|
Average GBP to EUR forward rate at June 30, 2006 |
|
|
1.4392 |
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1.4282 |
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1.4127 |
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1.3943 |
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1.4327 |
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Fair value at June 30, 2006 in U.S. dollars |
|
|
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|
$ |
(1.0 |
) |
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Buy NOK/Sell GBP: |
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Notional amount to buy (in Norwegian krone) |
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16.9 |
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20.7 |
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0.6 |
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38.2 |
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Average GBP to NOK contract rate |
|
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11.3847 |
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11.2999 |
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11.2173 |
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|
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11.3359 |
|
Average GBP to NOK forward rate at June 30, 2006 |
|
|
11.4575 |
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11.3616 |
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11.2752 |
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11.4024 |
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Fair value at June 30, 2006 in U.S. dollars
|
|
|
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|
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|
$ |
|
|
30
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Year of Contract Expiration |
(amounts in millions except exchange rates) |
|
2006 |
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2007 |
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2008 |
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2009 |
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Total |
Buy Euro/Sell USD: |
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Notional amount to buy (in euros) |
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|
11.1 |
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2.3 |
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0.3 |
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13.7 |
|
Average EUR to USD contract rate |
|
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1.2336 |
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|
1.2325 |
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|
1.2447 |
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|
1.2337 |
|
Average EUR to USD forward rate at June 30, 2006 |
|
|
1.2920 |
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1.3063 |
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|
1.3197 |
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|
1.2950 |
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Fair value at June 30, 2006 in U.S. dollars |
|
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|
$ |
0.7 |
|
Interest Rates
The Company is subject to interest rate risk on its long-term fixed interest rate debt and, to
a lesser extent, variable-interest rate borrowings. Variable-rate debt, where the interest rate
fluctuates periodically, exposes the Companys cash flows to variability due to changes in market
interest rates. Fixed-rate debt, where the interest rate is fixed over the life of the instrument,
exposes the Company to changes in the fair value of its debt due to changes in market interest
rates and to the risk that the Company may need to refinance maturing debt with new debt at a
higher rate.
The Company manages its debt portfolio to achieve an overall desired position of fixed and
floating rates and may employ interest rate swaps as a tool to achieve that goal. The major risks
from interest rate derivatives include changes in the interest rates affecting the fair value of
such instruments, potential increases in interest expense due to market increases in floating
interest rates and the creditworthiness of the counterparties in such transactions.
The fair value of the Companys senior notes due 2007 is principally dependent on changes in
prevailing interest rates. The fair values of the 1.5% and 2.5% convertible senior debentures are
principally dependent on both prevailing interest rates and the Companys current share price as it
relates to the initial conversion price of the respective instruments.
The Company has various other long-term debt instruments, but believes that the impact of
changes in interest rates in the near term will not be material to these instruments.
Item 4. Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an
evaluation, under the supervision and with the participation of the Companys Disclosure Committee
and the Companys management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Companys disclosure controls and
procedures, as of the end of the period covered by this report. Based upon that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective as of June 30, 2006 to ensure that information required to
be disclosed by the Company that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms and that
information required to be disclosed in the reports that the Company files or submits under the
Exchange Act is accumulated and communicated to the Companys management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
There has been no change in the Companys internal controls over financial reporting during
the three months ended June 30, 2006, that has materially affected or is reasonably likely to
materially affect the Companys internal controls over financial reporting, other than the
conversion during the period of a significant portion of the U.S. and Italian operations of the
Dresser businesses acquired in late 2005 from their legacy software business systems to the
Companys SAP enterprise-wide software systems that are used to manage the Companys procurement,
manufacturing, accounting and reporting needs.
31
PART II OTHER INFORMATION
Item 1. Legal Proceedings
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 domestic and international 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
two 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 Compression Systems operation in Grove City, Pennsylvania deposited waste),
where remediation is complete and remaining costs relate to ongoing ground water treatment and
monitoring. The other is believed to be a de minimis exposure. 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. 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 June 30, 2006, the Companys consolidated
balance sheet included a noncurrent liability of $8.3 million for environmental matters.
Legal Matters
As discussed in Environmental Matters above, the Company is engaged in site cleanup at a
former manufacturing site in Houston, Texas. In 2001, the Company discovered that contaminated
underground water at this site had migrated to an adjacent residential area. Pursuant to applicable
state regulations, the Company notified the affected homeowners. The Company has entered into 21
written agreements with residents over the past four years that obligated the Company to either
reimburse sellers in the area for the estimated decline in value due to potential buyers concerns
over contamination or, in the case of some of these agreements, to purchase the property after an
agreed marketing period. Four of these agreements have had no claims made under them as yet. One
property purchased by the Company with an estimated fair value of $2.0 million and a note
receivable from a buyer of one of the properties the Company had previously purchased
valued at $4.0 million were both exchanged with the buyer for commercial
property of approximately equal value during the second quarter of 2006. In addition, the Company
has settled eight other property claims by homeowners. The Company entered into these agreements
for the purpose of mitigating the potential impact of the disclosure of the environmental issue. It
was the Companys intention to stabilize property values in the affected area to avoid or mitigate
future claims. The Company believes it has been successful in these efforts as the number and
magnitude of claims have declined over time and, while the Company has continued to negotiate with
homeowners on a case by case basis, the Company no longer offers these agreements in advance of
sale. The Company has had expenses and losses of approximately $8.5 million since 2002 related to
the various agreements with homeowners. The Company has filed for reimbursement under an insurance
policy purchased specifically for this exposure but has not recognized any potential reimbursement
in its consolidated financial statements. The Companys financial statements at June 30, 2006
reflect an approximate $0.2 million liability for its estimated exposure under the outstanding
agreements with homeowners. There are approximately 150 homes in the affected area with an
estimated aggregate appraised value of $150.0 million. The homeowners that have settled with the
Company have no further claims on these properties. An unknown number of these properties have sold
with no Company support, but with disclosure of the contamination and, therefore, likely have no
further claims. No additional significant monetary claims other than the lawsuit discussed below
are being pursued. The Companys remediation efforts are resulting in a lower level of
contamination than when originally disclosed to the homeowners. The Company is unable to predict
future market values of homes in the affected areas and how potential buyers of such homes may view
the underground contamination in making a purchase decision.
The Company is a named defendant in a lawsuit regarding this contamination filed as a class
action. In Valice v. Cooper Cameron Corporation (80th Jud. Dist. Ct., Harris County, filed June 21,
2002), the plaintiffs claim that the contaminated underground water has reduced property values and
threatens the health of the area residents. The complaint filed seeks an analysis of the
contamination, reclamation and recovery of actual damages for the loss of property value. The
Company is of the opinion that there is no health risk to area residents and that the lawsuit
essentially reflects concerns over a possible decline in property value. A preliminary settlement
proposal has been presented to the Court under which homeowners in the affected area would be
indemnified for a loss of property value, if any, due to the contamination upon any sale within a
limited timeframe. However, there remain significant unresolved issues relating to a settlement of
this matter including a fairness opinion
rendered by
32
the Court and the ability of the plaintiffs to obtain approval of the members of the putative
class. The Company cannot, therefore, conclude as to the probability at this point in time whether
this proposed settlement will be ultimately agreed to and approved. If a settlement with the
plaintiffs is reached, the Company will incur additional costs; conversely, if a settlement is not
reached, the litigation will continue, causing the Company to incur additional legal costs. While
there remains uncertainty related to this issue, the Company has recorded, as its best estimate, a
$6.5 million liability for this matter as of June 30, 2006.
The Company believes any potential exposure from existing agreements and any settlement of the
class action, or, based on its review of the facts and law, any potential exposure from these, or
similar, suits will not have a material adverse effect on its financial position or results of
operations.
The Company had been named as a defendant in a suit brought by a purchaser of an option to
purchase a parcel of the same former manufacturing site, Silber/I-10 Venture Ltd., f/k/a
Rocksprings Ltd. v. Falcon Interests Realty Corp., Cooper Industries Inc. and Cooper Cameron
Corporation (212th Judicial District Court, Galveston County, filed August 15, 2002) that alleged
fraud and breach of contract regarding the environmental condition of the parcel under option. The
parties have settled this matter and the case has been dismissed. Cooper Industries, Inc. has made
a claim of approximately $2.5 million against the Company, based on the Asset Transfer Agreement
pursuant to which Cooper Industries spun-off the Company, for reimbursement of its legal fees and
settlement costs with respect to this matter. The Company is of the opinion it is not required to
make this reimbursement and intends to vigorously defend itself.
The Company has been named as a defendant in a number of multi-defendant, multi-plaintiff tort
lawsuits since 1995. At June 30, 2006, the Companys consolidated balance sheet included a
liability of approximately $4.2 million for such cases, including estimated legal costs.
The Company believes, based on its review of the facts and law, that the potential exposure
from the remaining suits will not have a material adverse effect on its financial condition or
liquidity.
Tax Contingencies
The Company has operations in over 35 countries. As a result, the Company is subject to
various tax filing requirements in these countries. The Company prepares its tax filings in a
manner which it believes is consistent with such filing requirements. However, some of the tax laws
and regulations which the Company is subject to are subject to interpretation and/or judgment.
Although the Company believes that the tax liability for periods ending on or before the balance
sheet date have been adequately provided for in the financial statements, to the extent that a
taxing authority believes that the Company has not prepared its tax filings in accordance with the
authoritys interpretation of the tax laws/regulations, the Company could be exposed to additional
taxes.
Item 1A. Risk Factors
The information set forth under the caption Factors That May Affect Financial Condition and
Future Results on pages 26-30 of this quarterly report on Form 10-Q is incorporated herein by
reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In February 2006, the Companys Board of Directors approved the repurchase of up to 10,000,000
shares of the Companys common stock, replacing all previous share repurchase authorizations.
Additionally, on May 22, 2006, the Companys Board of Directors approved the repurchase of up to
$250,000,000 of the Companys common stock. This authorization is in addition to the 10,000,000
shares described above.
Purchases pursuant to the 10,000,000 share Board authorization may be made by way of open
market purchases, directly or indirectly, for the Companys own account or through commercial banks
or financial institutions and by the use of derivatives such as a sale or put on the Companys
common stock or by forward or economically equivalent transactions. Purchases pursuant to the
$250,000,000 Board authorization were to be made by way of open market purchases substantially
concurrently with the May 23, 2006, 2.5% Convertible Debenture offering utilizing the proceeds of
that offering. Shares of common stock purchased and placed in treasury during the three months
ended June 30, 2006 under the Boards two authorization programs described above are as follows:
33
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Maximum |
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number of |
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Total number |
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shares that may |
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of shares |
|
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yet be |
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purchased as |
|
|
purchased |
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Total number |
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|
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part of all |
|
|
under all |
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|
|
of shares |
|
|
Average price |
|
|
repurchase |
|
|
repurchase |
|
Period |
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purchased |
|
|
paid per share |
|
|
programs (a) |
|
|
programs (b) |
|
4/1/06 4/30/06 |
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$ |
|
|
|
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723,700 |
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9,570,044 |
|
5/1/06 5/31/06 |
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4,166,915 |
|
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$ |
45.65 |
|
|
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4,890,615 |
|
|
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11,262,298 |
|
6/1/06 6/30/06 |
|
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405,100 |
|
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$ |
43.81 |
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5,295,715 |
|
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10,837,802 |
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Total |
|
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4,572,015 |
|
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$ |
45.49 |
|
|
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5,295,715 |
|
|
|
10,837,802 |
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(a) |
|
All share purchases during the three months ended June 30, 2006 were done through open market
transactions. |
|
(b) |
|
At June 30, 2006, 1,251,420 shares are yet to be purchased under the $250,000,000 Board
authorization, based on the closing price of the Companys common stock at that date of $47.77
per share. |
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held in Houston, Texas on May 5, 2006
for the purpose of (1) election of three Directors, (2) ratifying the appointment of independent
registered public accountants for 2006, (3) approving a change of the Companys name and a change
in the Companys Certificate of Incorporation to effect the name change and (4) voting on an
Amendment to the Companys 2005 Equity Incentive Plan increasing the number of authorized shares
under the Plan. Proxies for the meeting were solicited pursuant to Regulation 14 of the Securities
Exchange Act of 1934 and there was no solicitation in opposition to managements solicitation.
Results of the stockholder voting were as follows:
|
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Number of Shares |
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Abstaining / |
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Broker |
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For |
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Against |
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Withheld |
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Non-Votes |
Election of Directors: |
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|
|
|
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|
|
|
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Nathan M. Avery |
|
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98,676,642 |
|
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4,929,232 |
|
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C. Baker Cunningham |
|
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99,739,584 |
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3,866,290 |
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Sheldon R. Erikson |
|
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100,518,981 |
|
|
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3,086,893 |
|
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Ratify the appointment of
independent registered
public accountants for
2006 |
|
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101,190,577 |
|
|
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1,604,919 |
|
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|
810,378 |
|
|
|
|
|
Proposal for a change of
the Companys name and a
change in the Companys
Certificate of
Incorporation to effect
the name change |
|
|
102,454,371 |
|
|
|
408,275 |
|
|
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743,228 |
|
|
|
|
|
Proposal for an Amendment
to the Companys 2005
Equity Incentive Plan
increasing the number of
authorized shares under
the Plan |
|
|
56,852,160 |
|
|
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36,842,184 |
|
|
|
221,404 |
|
|
|
9,690,126 |
|
Item 5. Other Information
|
(a) |
|
Information Not Previously Reported in a Report on Form 8-K |
|
|
|
|
None |
|
|
(b) |
|
Material Changes to the Procedures by Which Security Holders May Recommend Board
Nominees. |
|
|
|
|
There have been no material changes to the procedures enumerated in the Companys definitive
proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 27,
2006 with respect to the procedures by which security holders may recommend nominees to the
Companys Board of Directors. |
34
Item 6. Exhibits
Exhibit 10.1 -
Indemnification Agreement, effective February 17, 2005, by and between Cameron
International Corporation and Mr. Peter J. Fluor.
Exhibit 31.1 -
Certifications
Exhibit 31.2 -
Certifications
Exhibit 32.1 -
Certification of the CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
Date:
August 1, 2006
|
|
Cameron International Corporation |
|
|
|
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(Registrant)
|
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|
|
|
/s/ Franklin Myers |
|
|
|
|
|
|
|
|
|
Franklin Myers |
|
|
|
|
Senior Vice President & Chief Financial Officer |
|
|
|
|
and authorized to sign on behalf of the Registrant |
|
|
36
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
10.1
|
|
Indemnification Agreement, effective February 17, 2005, by and between Cameron
International Corporation and Mr. Peter J. Flour. |
|
|
|
31.1
|
|
Certifications |
|
|
|
31.2
|
|
Certifications |
|
|
|
32.1
|
|
Certification of the CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. |
37