e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-13884
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A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: |
COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN
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B. Name of issuer of the securities held pursuant to the Plan and the address of the principal executive office: |
CAMERON INTERNATIONAL CORPORATION
1333 West Loop South, Suite 1700
Houston, Texas 77027
Financial Statements and Supplemental Schedule
Cooper Cameron Corporation Retirement Savings Plan
As of December 31, 2005 and 2004 and for the year ended December 31, 2005
Cooper Cameron Corporation Retirement Savings Plan
Financial Statements and Supplemental Schedule
As of December 31, 2005 and 2004 and for the year ended December 31, 2005
Contents
Report of Independent Registered Public Accounting Firm
To Participants and Plans Administration Committee
Cooper Cameron Corporation Retirement Savings
Plan
We have audited the accompanying statements of net assets available for benefits of the
Cooper Cameron Corporation Retirement Savings Plan (the “Plan”), as of December 31, 2005 and 2004,
and the related statement of changes in net assets available for benefits for the year ended
December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its
internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the
changes in its net assets available for benefits for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United State of America.
Our audits were performed for the purpose of forming an opinion on the financial statements
taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of
December 31, 2005 is presented for purposes of additional analysis and is not a required part of
the financial statements but is supplementary information required by the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied in our audit of the
financial statements and, in our opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
/s/ Grant Thornton LLP
Houston, Texas
June 8, 2006
Cooper Cameron Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2005 |
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2004 |
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Assets: |
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Employer contributions receivable |
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$ |
2,290,649 |
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$ |
1,122,418 |
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Employee contributions receivable |
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32 |
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— |
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Investments: |
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Participant loans |
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9,331,291 |
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7,965,318 |
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Plan interest in Cooper Cameron
Corporation Master Trust for
Defined Contribution Plans |
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390,946,743 |
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324,036,118 |
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Net assets available for benefits |
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$ |
402,568,715 |
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$ |
333,123,854 |
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The accompanying notes are an integral part of these statements.
2
Cooper Cameron Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2005
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Additions: |
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Employer contributions |
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$ |
12,179,202 |
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Employee contributions |
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18,299,800 |
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Rollovers |
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1,333,529 |
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Interest from participant loans |
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591,742 |
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Net investment gain from Cooper Cameron Corporation Master
Trust for Defined Contribution Plans |
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57,067,030 |
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Total additions |
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89,471,303 |
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Deductions: |
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Administrative fees |
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(400,293 |
) |
Benefits paid to participants |
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(26,652,617 |
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Total deductions |
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(27,052,910 |
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Other changes in net assets: |
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Transfer of net assets from plans of acquired entities and other |
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7,026,468 |
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Total other changes in net assets |
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7,026,468 |
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Net increase |
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69,444,861 |
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Net assets available for benefits at: |
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Beginning of year |
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333,123,854 |
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End of year |
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$ |
402,568,715 |
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The accompanying notes are an integral part of these statements.
3
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements
December 31, 2005
1. Description of the Plan
Cooper Cameron Corporation Retirement Savings Plan (the “Plan”) is a contributory, defined
contribution plan sponsored by Cooper Cameron Corporation (the “Company”) with cash or deferred
provisions as described in Section 401(k) of the Internal Revenue Code (“IRC”). All employees of
the Company and its affiliated subsidiaries (except those covered by a collective bargaining
agreement) that have adopted the Plan are eligible to participate in the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Prior to April 30, 2003, Plan participants could elect to make pretax contributions of 1% to 16% of
compensation. Effective May 1, 2003, the employee pretax contribution limit was increased from 16%
to 20% of compensation. Effective January 1, 2006, the employee pretax contribution limit was
increased from 20% to 50% of compensation. The Company matches 100% of the employee contributions
up to a maximum of 3% and 50% of additional employee contributions between 3% and 6%. The Company
does not provide a matching contribution for employee contributions in excess of 6%.
Prior to June 1, 2004, the Company’s matching contributions consisted of shares of Company stock,
which were invested in the Cooper Cameron Stock Fund. Effective June 1, 2004, the Company began
making all matching contributions in cash which are allocated among the investment fund options
that have been selected by each employee. Participants are 100% vested in the Company’s matching
contributions. All participants, regardless of age, have an unrestricted ability to immediately
reallocate their matching accounts between investment funds offered by the Plan.
In addition to the matching contributions, the Company continues to make retirement contributions
to specific employees of certain Participating Units as defined in the Plan who were hired prior to
May 1, 2003. The retirement contributions are based on hours actively worked and specified
contribution rates. Hours actively worked include overtime, holiday, and vacation hours, but
exclude any other paid hours for absences during which no duties were performed. Participants who
receive retirement contributions from the Company and who had three or more years of service as of
May 1, 2003, become 33% vested in those contributions after three years, 67% vested after four
years and 100% vested after five years. Participants who receive retirement contributions but who
did not have three years of service as of May 1, 2003, become 100% vested in those contributions
upon completion of five years of service (five-year cliff vesting). The Company’s retirement
contributions are allocated among the fund options based on employee elections. Amounts which are
forfeited due to termination of employment reduce the future retirement contributions of the
Company. In 2005, forfeited nonvested accounts totaling $151,475 were used to reduce employer
contributions.
4
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Effective May 1, 2003, the Plan was amended to eliminate the retirement contribution feature of the
Plan and to provide for a profit-sharing contribution equal to 2% of eligible compensation for all
participants hired by the Company or any participating affiliate on or after May 1, 2003. The
profit-sharing contributions, which become 100% vested following completion of five years of
service, will be made for each plan year in which the Company meets or exceeds its financial
objectives, as established and determined at the sole discretion of the Company’s Board of
Directors. For 2005, the Company approved a profit-sharing contribution in the amount of
$1,127,189, which was made in 2006. For 2004, a profit sharing contribution in the amount of
$440,091 was approved and was made in 2005.
Any participant who is receiving compensation other than severance pay from the Company and who has
not had an outstanding loan from the Plan for at least one month may apply for a loan. Any loan
granted to such a participant shall be deemed an investment made for such participant’s benefit and
shall be held and reflected in the separate accounts of such participant as a charge against their
account for the principal amount of the loan. The interest rate charged on the loan is a fixed rate
for the term of the loan (maximum of five years) as determined by the Company in the year of
issuance.
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of plan termination, participants would become 100% vested in their retirement
contributions.
More detailed information about the Plan, including the funding, vesting, and benefit provisions,
is contained in the Summary Plan Description. A copy of this pamphlet is available at the Company’s
corporate office.
5
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Accounting Principles
The accompanying financial statements of the Plan have been prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates that affect amounts reported
in the financial statements and accompanying notes. Actual results could differ from those
estimates.
Employer matching and profit sharing contributions are recorded in the period in which the related
employee services are rendered.
Benefit payments to participants are recorded upon distribution.
Investments
The Plan’s investments are held in the Cooper Cameron Corporation Master Trust for Defined
Contribution Plans (the “Master Trust”). Nationwide Trust Company is the trustee. The Plan
participates in only certain investment accounts of the Master Trust. The following is a summary of
those investment accounts and the Plan’s beneficial interest in those investment accounts as of
December 31, 2005 and 2004.
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Beneficial Interest at |
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December 31, |
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2005 |
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2004 |
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Cooper Cameron Stock Fund |
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99.31 |
% |
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99.47 |
% |
PRIMCO Stable Value Fund |
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95.75 |
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95.79 |
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PIMCO Total Return Administrative Shares Fund |
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94.80 |
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93.95 |
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Washington Mutual Investors Fund/A |
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94.68 |
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94.43 |
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Growth Fund of America/A |
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96.39 |
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96.14 |
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Franklin Balance Sheet Investment Fund/A |
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95.88 |
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95.92 |
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Lord Abbett Developing Growth Fund/A |
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95.76 |
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95.51 |
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EuroPacific Growth Fund/A |
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95.53 |
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95.63 |
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Real Estate Fund |
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100.00 |
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100.00 |
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State Street
Bank S&P 500 Index Fund |
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97.65 |
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97.06 |
|
6
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Purchases and sales of securities by the Master Trust are recorded on a trade-date basis. Interest
income is recorded as earned. Dividends are recorded as of the ex-dividend date.
The Master Trust’s investments in securities traded on national securities exchanges or in the
over-the-counter market are stated at fair value which equals their quoted market price on the last
business day of the plan year. Investments in money market funds are stated at cost, which
approximates fair value. Real estate is stated at its estimated fair value based on the most recent
independent appraisal.
The PRIMCO Stable Value Fund is a master trust investment account managed by AMVESCAP National
Trust Company, an affiliate of INVESCO Institutional (N.A.), Inc., the trustee of the INVESCO Group
Trust for Retirement Savings, a Common Collective Trust, in which the assets of multiple qualified
plans are invested. The Stable Value Fund invests in actively managed synthetic bank and insurance
company investment contracts and in guaranteed investment contracts. These contracts have varying
yields and maturity dates, are fully benefit responsive and are therefore stated at contract value.
Contract value represents cost plus accrued income. Although it is management’s intention to hold
the investment contracts until maturity, certain investment contracts provide for adjustments to
contract value for withdrawals made prior to maturity.
Risks and Uncertainties
The Master Trust provides for various investments which, in general, are exposed to interest rate,
credit and overall market volatility risks. Due to the level of risk associated with certain
investment securities, it is likely that changes in the values of investment securities will occur
in the near term and that such changes could materially affect the amounts reported in the
statements of net assets available for benefits and individual participant account balances.
Participant Loans
Participant loans consist of monies borrowed by participants from their account balances in the
Master Trust funds. Repayments of principal and interest are allocated to the participants’ account
balances in the Master Trust funds based on the participants’ current investment elections.
Participant loans are reported at their current outstanding principal balance, which approximates
fair value.
7
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust
The purpose of the Master Trust is the collective investment of the assets of participating
employee benefit plans of the Company. Master Trust assets are allocated among participating plans
by assigning to each plan those transactions (primarily contributions, participant loan
transactions, benefit payments and certain administrative expenses) which can be specifically
identified and by allocating among all plans, in proportion to the fair value of the assets
assigned to each plan, the income and expenses resulting from the collective investment of the
assets. The Master Trust includes assets of other employee benefit plans in addition to this Plan.
8
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust (continued)
The following tables present the fair value of investments for the separate investment accounts of
the Master Trust:
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Cooper |
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Washington |
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PIMCO Total |
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Franklin |
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Lord Abbett |
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Cameron |
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Mutual |
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PRIMCO |
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State Street |
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Return |
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Balance Sheet |
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Developing |
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Stock |
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Investors |
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Stable Value |
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Growth Fund |
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Real Estate |
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Bank S&P 500 |
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Fidelity Growth |
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Administrative |
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Investment |
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Growth |
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EuroPacific |
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| December 31, 2005 |
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Fund |
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Fund/A |
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Fund |
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of America/A |
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Fund |
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Index Fund |
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Company Fund |
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Shares Fund |
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Fund/A |
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Fund/A |
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Growth Fund/A |
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Total |
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Assets: |
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Cash |
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$ |
176,878 |
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$ |
— |
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$ |
— |
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|
$ |
— |
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|
$ |
— |
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|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
176,878 |
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Net unsettled sales of investments |
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|
79,616 |
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|
|
— |
|
|
|
— |
|
|
|
— |
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|
— |
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|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
79,616 |
|
Income receivable |
|
|
2,346,558 |
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— |
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— |
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— |
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— |
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|
— |
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|
|
— |
|
|
|
— |
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|
|
— |
|
|
|
— |
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— |
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|
2,346,558 |
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Investments at fair value as determined by quoted
market prices: |
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Money market funds |
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335,385 |
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— |
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— |
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— |
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484,543 |
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— |
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— |
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— |
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— |
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|
— |
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— |
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|
819,928 |
|
Cash Management Trust of America |
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|
— |
|
|
|
— |
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|
|
1,615,148 |
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— |
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— |
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|
— |
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|
— |
|
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|
— |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,615,148 |
|
Cooper Cameron Corporation Common Stock |
|
|
103,353,527 |
|
|
|
— |
|
|
|
— |
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|
— |
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— |
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— |
|
|
|
— |
|
|
|
— |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
103,353,527 |
|
Washington Mutual Investors Fund/A |
|
|
— |
|
|
|
42,556,162 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
42,556,162 |
|
Growth Fund of America/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
37,949,712 |
|
|
|
— |
|
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|
— |
|
|
|
— |
|
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|
— |
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|
|
— |
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|
— |
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|
|
— |
|
|
|
37,949,712 |
|
Fidelity Growth Company Fund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,052,653 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,052,653 |
|
State Street
Bank S&P 500 Index Fund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,571,523 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,571,523 |
|
PIMCO Total Return Administrative Shares Fund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
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|
— |
|
|
|
— |
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|
|
45,375,946 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45,375,946 |
|
Franklin Balance Sheet Investment Fund/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
39,092,396 |
|
|
|
— |
|
|
|
— |
|
|
|
39,092,396 |
|
Lord Abbett Developing Growth Fund/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,881,036 |
|
|
|
— |
|
|
|
16,881,036 |
|
EuroPacific Growth Fund/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
28,745,614 |
|
|
|
28,745,614 |
|
Investments at estimated fair value or contract value: |
|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESCO Group Trust for Retirement Savings |
|
|
— |
|
|
|
— |
|
|
|
62,735,056 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
62,735,056 |
|
Participant loans |
|
|
9,367,134 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,367,134 |
|
Real estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
165,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
165,000 |
|
| |
|
|
Total investments |
|
|
113,056,046 |
|
|
|
42,556,162 |
|
|
|
64,350,204 |
|
|
|
37,949,712 |
|
|
|
649,543 |
|
|
|
25,571,523 |
|
|
|
2,052,653 |
|
|
|
45,375,946 |
|
|
|
39,092,396 |
|
|
|
16,881,036 |
|
|
|
28,745,614 |
|
|
|
416,280,835 |
|
| |
|
|
Total assets |
|
|
115,659,098 |
|
|
|
42,556,162 |
|
|
|
64,350,204 |
|
|
|
37,949,712 |
|
|
|
649,543 |
|
|
|
25,571,523 |
|
|
|
2,052,653 |
|
|
|
45,375,946 |
|
|
|
39,092,396 |
|
|
|
16,881,036 |
|
|
|
28,745,614 |
|
|
|
418,883,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables |
|
|
123,681 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
123,681 |
|
Net unsettled purchases of investments |
|
|
393,730 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
393,730 |
|
| |
|
|
Net assets available to participating plans |
|
$ |
115,141,687 |
|
|
$ |
42,556,162 |
|
|
$ |
64,350,204 |
|
|
$ |
37,949,712 |
|
|
$ |
649,543 |
|
|
$ |
25,571,523 |
|
|
$ |
2,052,653 |
|
|
$ |
45,375,946 |
|
|
$ |
39,092,396 |
|
|
$ |
16,881,036 |
|
|
$ |
28,745,614 |
|
|
$ |
418,366,476 |
|
| |
|
|
9
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust (continued)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Cooper |
|
|
Washington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIMCO Total |
|
|
Franklin |
|
|
Lord Abbett |
|
|
|
|
|
|
|
| |
|
Cameron |
|
|
Mutual |
|
|
PRIMCO |
|
|
|
|
|
|
|
|
|
|
State Street |
|
|
|
|
|
|
Return |
|
|
Balance Sheet |
|
|
Developing |
|
|
|
|
|
|
|
| |
|
Stock |
|
|
Investors |
|
|
Stable |
|
|
Growth Fund of |
|
|
Real Estate |
|
|
Bank S&P 500 |
|
|
Fidelity Growth |
|
|
Administrative |
|
|
Investment |
|
|
Growth |
|
|
EuroPacific |
|
|
|
|
| December 31, 2004 |
|
Fund |
|
|
Fund/A |
|
|
Value Fund |
|
|
America/A |
|
|
Fund |
|
|
Index Fund |
|
|
Company Fund |
|
|
Shares Fund |
|
|
Fund/A |
|
|
Fund/A |
|
|
Growth Fund/A |
|
|
Total |
|
| |
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
191,066 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
191,066 |
|
Net unsettled sales of investments |
|
|
495,538 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
495,538 |
|
Investments at fair value as determined by quoted
market prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
8,598 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
516,774 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
525,372 |
|
Cash Management Trust of America |
|
|
— |
|
|
|
— |
|
|
|
2,080,481 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,080,481 |
|
Cooper Cameron Corporation Common Stock |
|
|
74,793,909 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
74,793,909 |
|
Washington Mutual Investors Fund/A |
|
|
— |
|
|
|
38,026,641 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38,026,641 |
|
Growth Fund of America/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,292,833 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,292,833 |
|
Fidelity Growth Company Fund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,196,529 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,196,529 |
|
State Street
Bank S&P 500 Index Fund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,483,767 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,483,767 |
|
PIMCO Total Return Administrative Shares Fund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,780,366 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,780,366 |
|
Franklin Balance Sheet Investment Fund/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,029,520 |
|
|
|
— |
|
|
|
— |
|
|
|
32,029,520 |
|
Lord Abbett Developing Growth Fund/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,513,676 |
|
|
|
— |
|
|
|
12,513,676 |
|
EuroPacific Growth Fund/A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,577,690 |
|
|
|
20,577,690 |
|
Investments at estimated fair value or contract value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment contracts |
|
|
— |
|
|
|
— |
|
|
|
4,161,490 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,161,490 |
|
INVESCO Group Trust for Retirement Savings |
|
|
— |
|
|
|
— |
|
|
|
55,363,729 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
55,363,729 |
|
Real estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
165,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
165,000 |
|
| |
|
|
Total investments |
|
|
74,802,507 |
|
|
|
38,026,641 |
|
|
|
61,605,700 |
|
|
|
30,292,833 |
|
|
|
681,774 |
|
|
|
24,483,767 |
|
|
|
2,196,529 |
|
|
|
40,780,366 |
|
|
|
32,029,520 |
|
|
|
12,513,676 |
|
|
|
20,577,690 |
|
|
|
337,991,003 |
|
| |
|
|
Total assets |
|
|
75,489,111 |
|
|
|
38,026,641 |
|
|
|
61,605,700 |
|
|
|
30,292,833 |
|
|
|
681,774 |
|
|
|
24,483,767 |
|
|
|
2,196,529 |
|
|
|
40,780,366 |
|
|
|
32,029,520 |
|
|
|
12,513,676 |
|
|
|
20,577,690 |
|
|
|
338,677,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables |
|
|
53,824 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53,824 |
|
Net unsettled purchases of investments |
|
|
160,927 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
160,927 |
|
| |
|
|
Net assets available to participating plans |
|
$ |
75,274,360 |
|
|
$ |
38,026,641 |
|
|
$ |
61,605,700 |
|
|
$ |
30,292,833 |
|
|
$ |
681,774 |
|
|
$ |
24,483,767 |
|
|
$ |
2,196,529 |
|
|
$ |
40,780,366 |
|
|
$ |
32,029,520 |
|
|
$ |
12,513,676 |
|
|
$ |
20,577,690 |
|
|
$ |
338,462,856 |
|
| |
|
|
10
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust (continued)
Investment income and the net realized and unrealized appreciation (depreciation) in fair value of
the investments held throughout the year or bought and sold during the year in the separate
investment accounts of the Master Trust are as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net |
|
|
|
|
|
|
|
| |
|
Appreciation |
|
|
Interest and |
|
|
|
|
| Year ended December 31, 2005 |
|
(Depreciation) |
|
|
Dividends |
|
|
Total |
|
| |
|
|
Cooper Cameron Stock Fund |
|
$ |
36,076,659 |
|
|
$ |
10,272 |
|
|
$ |
36,086,931 |
|
Fidelity Growth Company Fund |
|
|
216,651 |
|
|
|
392 |
|
|
|
217,043 |
|
PRIMCO Stable Value Fund |
|
|
— |
|
|
|
3,069,199 |
|
|
|
3,069,199 |
|
PIMCO Total Return Administrative
Shares Fund |
|
|
(787,319 |
) |
|
|
1,918,764 |
|
|
|
1,131,445 |
|
Washington Mutual Investors Fund/A |
|
|
110,371 |
|
|
|
1,388,870 |
|
|
|
1,499,241 |
|
Growth Fund of America/A |
|
|
4,190,945 |
|
|
|
504,565 |
|
|
|
4,695,510 |
|
Franklin Balance Sheet Investment
Fund/A |
|
|
2,089,468 |
|
|
|
1,775,967 |
|
|
|
3,865,435 |
|
Lord Abbett Developing Growth Fund/A |
|
|
1,556,293 |
|
|
|
198,972 |
|
|
|
1,755,265 |
|
EuroPacific Growth Fund/A |
|
|
3,550,487 |
|
|
|
1,361,028 |
|
|
|
4,911,515 |
|
Real Estate Fund |
|
|
— |
|
|
|
12,534 |
|
|
|
12,534 |
|
State Street
Bank S&P 500 Index Fund |
|
|
1,169,278 |
|
|
|
— |
|
|
|
1,169,278 |
|
| |
|
|
|
|
$ |
48,172,833 |
|
|
$ |
10,240,563 |
|
|
$ |
58,413,396 |
|
| |
|
|
Administrative expenses paid by the Master Trust and allocated to the participating plans totaled
$424,415 for the year ended December 31, 2005.
11
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
3. Separate Investment Accounts of the Cooper Cameron Corporation Master Trust (continued)
PRIMCO Stable Value Fund (“Stable Value Fund”)
The Stable Value Fund invests in actively managed synthetic bank and insurance company investment
contracts (“SICs”) and in guaranteed investment contracts (“GICs”). The GICs are promises by
insurance companies or banks to repay the principal plus accrued income at contract maturity. SICs
differ from GICs in that the assets supporting the SICs are owned by the Master Trust. A bank or
insurance company issues a wrapper contract that allows participant-directed transactions to be
made at contract value. Wrapper contracts are valued as the difference between the fair value of
the supporting assets and the contract value.
Interest crediting rates on the GICs in the Stable Value Fund are generally determined at the time
of purchase. Interest crediting rates on the SICs are reset periodically based on the yields of the
supporting assets. At December 31, 2005, the interest crediting rates for all investment contracts
range from 3.8% to 5.7%. At December 31, 2004, the interest crediting rates for all investment
contracts ranged from 1.70% to 6.99%.
For 2005 and 2004, the average annual yields for the investment contracts in the Stable Value Fund
were 4.79% and 4.62%, respectively. At December 31, 2005 and 2004, fair value of the investment
contracts in the Stable Value Fund was estimated to be approximately 99.46% and 102%, respectively,
of contract value. Fair value of the GICs is estimated by discounting the weighted average of the
Stable Value Fund’s cash flows at the then-current interest crediting rate for a comparable
maturity investment contract. Fair value of the SICs is based on the market value of the assets
supporting the SICs.
4. Transfer of Net Assets From Plans of Acquired Entities and Other
On February 27, 2004, the Company acquired one hundred percent of the outstanding stock of Petreco
International, Inc., a Houston, Texas-based supplier of oil and gas separation products. In
connection with this acquisition, the Petreco International, Inc. 401(k) Profit Sharing Plan was
merged into the Cooper Cameron Corporation Retirement Savings Plan on January 1, 2005.
12
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
4. Transfer of Net Assets From Plans of Acquired Entities and Other (continued)
On February 1, 2005, the Company merged the Cooper Cameron Corporation Savings Investment Plan for
Hourly Employees, which covered employees at its Brookshire, Texas facility, into the Cooper
Cameron Corporation Retirement Savings Plan.
On November 29, 2004, the Company acquired certain businesses of the PCC Flow Technologies segment
of Precision Castparts Corporation (PCC). Certain former United States employees of PCC were
participants in the AOP Industries, Inc. 401(k) Plan which was merged into the Cooper Cameron
Corporation Retirement Savings Plan on April 8, 2005.
Total net assets of $7,026,468 from these predecessor plans was transferred to the Cooper Cameron
Corporation Retirement Savings Plan during the year ended December 31, 2005.
5. Income Tax Status
The Plan received a determination letter from the Internal Revenue
Service dated November 26, 2003,
stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related
trust is exempt from taxation. Subsequent to the issuance of this determination letter, the Plan
was amended and restated. Once qualified, the Plan is required to operate in conformity with the
IRC to maintain its qualification. The plan administrator believes the Plan is being operated in
compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as
amended and restated, continues to be qualified and the related trust remains tax exempt.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2005 and 2004 to respective Forms 5500:
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2005 |
|
|
2004 |
|
| |
|
|
Net assets available for benefits per the
financial statements |
|
$ |
402,568,715 |
|
|
$ |
333,123,854 |
|
Amounts allocated to withdrawing participants |
|
|
(307,969 |
) |
|
|
(14,328 |
) |
| |
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
402,260,746 |
|
|
$ |
333,109,526 |
|
| |
|
|
13
Cooper Cameron Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
6. Reconciliation of Financial Statements to Form 5500 (continued)
The following is a reconciliation of benefits paid to participants per the financial statements for
the year ended December 31, 2005 to Form 5500:
| |
|
|
|
|
Benefits paid to participants per the financial statements |
|
$ |
26,652,617 |
|
Less: Amounts allocated to withdrawing participants at
December 31, 2004 |
|
|
(14,328 |
) |
Add: Amounts allocated to withdrawing participants at
December 31, 2005 |
|
|
307,969 |
|
|
|
|
|
Benefits paid to participants per Form 5500 |
|
$ |
26,946,258 |
|
|
|
|
|
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that
have been processed and approved for payment prior to December 31, 2005, but not yet paid as of
that date.
7. Subsequent Events
On May 11, 2005, the Company acquired one hundred percent of the outstanding stock of NuFlo
Technologies, Inc. (NuFlo), a Houston, Texas-based supplier of metering and related flow
measurement equipment. Additionally, on November 30, 2005, the Company completed the acquisition
of substantially all of the businesses included within the Flow Control segment of Dresser, Inc.
In connection with these acquisitions, the NuFlo Technologies, Inc. 401(k) Plan was merged into the
Cooper Cameron Corporation Retirement Savings Plan, effective January 1, 2006. Additionally,
assets associated with the former Dresser employees included in the Dresser, Inc. Retirement and
Savings Plan, were transferred to the Cooper Cameron Corporation Retirement Savings Plan, effective
January 1, 2006. Assets transferred from these two plans at the beginning of 2006 totaled
$19,887,000.
On May 5, 2006, the stockholders of the Company approved a change in the Company’s name to Cameron
International Corporation.
14
Cooper Cameron Corporation Retirement Savings Plan
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
EIN: 76-0451843 PN: 003
December 31, 2005
| |
|
|
|
|
|
|
| Identity of Issuer |
|
Description of Investment |
|
Current Value |
|
| |
* Participant loans |
|
Interest rates ranging from 5.0% to 11.00% |
|
|
|
|
|
|
with varying maturity dates |
|
$ |
9,331,291 |
|
|
|
|
|
|
|
|
|
|
|
$ |
9,331,291 |
|
|
|
|
|
|
|
*Party-in-interest
15
SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the members of
the Plans Administration Committee have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
| |
|
|
|
|
| /s/ Jane C. Schmitt |
|
|
| |
|
|
By:
|
|
Jane C. Schmitt |
|
|
|
|
Member of the Plans Administration |
|
|
|
|
Committee |
|
|
|
|
|
|
|
| Date: June 26, 2006 |
|
|
16
Exhibit Index
|
|
|
| Exhibit 23 |
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |