8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2012

Cameron International Corporation

______________________________________________

(Exact Name of Registrant as Specified in its Charter)

Delaware ___________________ (State or other jurisdiction of incorporation) 1-13884 _________________ (Commission File Number) 76-0451843 ___________________  (I.R.S. Employer Identification No.)

1333 West Loop South, Suite 1700, Houston, Texas ________________________________________	77027 _______________
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 513-3300

Not Applicable

_______________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02 Results of Operations and Financial Condition

On April 26, 2012, Cameron International Corporation (“Cameron”) issued a press release announcing its results for the first quarter ended March 31, 2012.  The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

    The following is being furnished as an exhibit to this report:

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated April 26, 2012 – Cameron First Quarter Earnings Per Share $0.54

Exhibit 99.1 to this report contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures reflect earnings before interest, taxes, depreciation and amortization expense and other costs (credits) (“EBITDA”) and adjusted EPS.  A reconciliation of EBITDA and adjusted EPS to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) is included as an attachment to the press release.  The Company believes the presentation of EBITDA and adjusted EPS are useful to the Company’s investors because (i) EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions and (ii) adjusted EPS is useful in analyzing the company’s on-going earnings potential and understanding certain significant items impacting the comparability of our results.  In addition, EBITDA and adjusted EPS are widely used benchmarks in the investment community.

The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP.

SIGNATURE

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.

CAMERON INTERNATIONAL CORPORATION

By:         /s/    Charles M. Sledge   

    Charles M. Sledge

    Senior Vice President and Chief Financial Officer

Date:     April 26, 2012

Cameron International Corporation

Current Report on Form 8-K

Dated April 26, 2012

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated April 26, 2012 – Cameron First Quarter Earnings Per Share $0.54

EX-99.1

Exhibit 99.1

2012-03

Contact:                      Jeff Altamari

Vice President, Investor Relations

(713) 513-3344

CAMERON FIRST QUARTER EARNINGS PER SHARE $0.54

·   Orders $2.6 billion, second highest quarter ever; $6.8 billion backlog a record level

·   Subsea orders $584 million, highest in three years; includes a thirty tree award from Petrobras for $340 million

·   Drilling orders include eight deepwater and eight jackup stacks

·   Agreement to purchase TTS Energy

HOUSTON (April 26, 2012) -- Cameron (NYSE: CAM) reported net income of $134.0 million, or $0.54 per diluted share, for the quarter ended March 31, 2012, compared with net income of $109.5 million, or $0.43 per diluted share, for the first quarter of 2011.    The first quarter 2011 results included after-tax charges of $7.0 million, or $0.03 per diluted share, primarily related to litigation costs associated with the Deepwater Horizon matter.

Year-over-year revenues increase

Revenues were $1.8 billion for the quarter, up 20 percent from $1.5 billion a year ago, and income before income taxes was $171.8 million up 23 percent from $139.9 million (including the $8.9 million pretax charge) a year ago.  Cameron Chairman, President and Chief Executive Officer Jack B. Moore said that the year-over-year revenue increase was due to gains in Drilling & Production Systems (DPS) and Valves & Measurement (V&M).

Orders increase by nearly 70 percent year-over-year, total $2.6 billion, include large Brazil tree order

Total orders were $2.6 billion, up from $1.5 billion in the first quarter of 2011 and $1.9 billion in the fourth quarter of 2011. This represented increases of nearly 70% and 35%, respectively. Moore noted that this was the second highest orders quarter in Cameron’s history and that all businesses reflected an increase from a year ago. A record was established for the surface systems business.

Orders for the quarter included a $340 million award from Petrobras for thirty pre-salt subsea trees with installation tools, spare parts and accessories to be manufactured outside Brazil.  Moore said, “We are pleased to assist Petrobras with these fast track trees and look forward to supporting future subsea awards in our expanded Brazilian facilities.” He also noted that in the drilling systems business, a total of eight deepwater stacks as well as eight jackup awards were received during the quarter.

Cameron’s backlog at the end of the first quarter was $6.8 billion, up from the December 31, 2011 level of $6.0 billion and up from $4.9 billion a year ago.  Moore noted that this is a record backlog level for the Company. “This represents sequential as well as year-over-year backlog increases for all of our major business segments”, he said. “It represents 38% growth from a year ago”.

Capital investment continues, acquisitions continue

Cameron’s operations utilized cash of $203.8 million during the first quarter of 2012 (which included $83 million of cash for the indemnity acquired from BP in the fourth quarter of 2011), compared with a cash use of $326.8 million a year ago.  Moore said that the Company’s cash uses typically exceed cash inflows during the first quarter of the year, and that he expects Cameron to generate meaningful cash flow from operations for the full year.  He also noted that capital spending is still expected to total approximately $500 million, up from $388 million in 2011, reflecting multiple opportunities for deployment of capital, including enhanced exposure to North American resource plays, expansion of Brazilian facilities and investment in drilling aftermarket support. The Company has also entered into a contract to acquire the drilling equipment business of TTS Group ASA for $270 million of cash, pending approval by the Norwegian Competition Authorities. Closing is expected in mid - 2012.

Full year earnings guidance maintained

Moore said that Cameron’s second quarter earnings are expected to be in the range of $0.70 to $0.75 per share, and that the Company anticipates that full-year 2012 earnings are expected to be in the range of $3.20 to $3.30 per share.

Cameron (NYSE: CAM) is a leading provider of flow equipment products, systems and services to worldwide oil, gas and process industries.

###

Website: www.c-a-m.com

In addition to the historical data contained herein, this document includes forward-looking statements regarding future orders, cash flow and earnings of the Company (including second quarter and full year 2012 earnings per share estimates), as well as expectations regarding capital needs and acquisitions, made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The Company’s actual results may differ materially from those described in forward-looking statements.  Such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, some of which are not under the control of the Company, which can affect the Company’s results of operations, liquidity or financial condition.  Such factors may include overall demand for, and pricing of, the Company’s products; the size and timing of orders; the Company’s ability to successfully execute the large subsea and drilling systems projects it has been awarded; the possibility of cancellations of orders; the Company’s ability to convert backlog into revenues on a timely and profitable basis; 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 directly affected customers’ spending levels and their related purchases of the Company’s products and services.  Additionally, changes in oil and gas price expectations may impact the Company’s financial results due to changes it may make in its cost structure, staffing or spending levels.

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 Company’s future performance.  Additionally, the Company is not obligated to make public indication of such changes unless required under applicable disclosure rules and regulations.

Cameron

Unaudited Consolidated Condensed Results of Operations

($ and shares in millions except per share data)

	Three Months Ended March 31,
	2012			2011
Revenues:
Drilling & Production Systems	$	1,042.1		$	865.7
Valves & Measurement		491.2			339.9
Process & Compression Systems		271.0			295.7
Total revenues		1,804.3			1,501.3
Costs and Expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		1,280.4			1,057.9
Selling and administrative expenses		271.4			229.7
Depreciation and amortization		59.5			44.8
Interest, net		22.7			20.1
Other costs (credits)		(1.5	)		8.9
Total costs and expenses		1,632.5			1,361.4
Income before income taxes		171.8			139.9
Income tax provision		(37.8	)		(30.4	)
Net income	$	134.0		$	109.5
Earnings per common share:
Basic	$	0.54		$	0.45
Diluted	$	0.54		$	0.43
Shares used in computing earnings per common share:
Basic		246.1			244.7
Diluted		247.9			252.1
EBITDA:
Drilling & Production Systems	$	169.7		$	140.6
Valves & Measurement		102.9			65.3
Process & Compression Systems		19.8			38.8
Corporate and other(1)		(39.9	)		(31.0	)
Total	$	252.5		$	213.7

1 Corporate EBITDA amounts exclude $(1.5) million and $8.9 million of other costs (credits) during the three months ended March 31, 2012 and 2011, respectively.

Cameron

Consolidated Condensed Balance Sheets

($ millions)

	March 31, 2012			December 31, 2011
	(unaudited)
Assets:
Cash and cash equivalents	$	662.5		$	898.9
Short-term investments		344.7			423.5
Receivables, net		1,700.0			1,757.3
Inventories, net		2,574.3			2,399.9
Other		341.7			349.0
Total current assets		5,623.2			5,828.6
Plant and equipment, net		1,565.6			1,500.1
Goodwill		1,741.7			1,615.3
Other assets		394.8			417.7
Total assets	$	9,325.3		$	9,361.7
Liabilities and Stockholders’ Equity:
Current portion of long-term debt	$	33.1		$	10.6
Accounts payable and accrued liabilities		2,427.3			2,669.7
Total current liabilities		2,460.4			2,680.3
Long-term debt		1,574.6			1,574.2
Deferred income taxes		171.7			184.5
Other long-term liabilities		216.9			215.3
Total liabilities		4,423.6			4,654.3
Commitments and contingencies		–			–
Stockholders’ Equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at March 31, 2012 and December 31, 2011		2.6			2.6
Capital in excess of par value		2,065.5			2,072.4
Retained earnings		3,504.2			3,370.2
Accumulated other elements of comprehensive income (loss)		(43.9	)		(90.8	)
Less:  Treasury stock, 16,826,348 shares at March 31, 2012 (17,579,397 shares at December 31, 2011)		(626.7	)		(647.0	)
Total stockholders’ equity		4,901.7			4,707.4
Total Liabilities and Stockholders’ Equity	$	9,325.3		$	9,361.7

Cameron

Unaudited Consolidated Condensed Statements of Cash Flows

($ millions)

	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	134.0		$	109.5
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation		47.7			34.6
Amortization		11.8			10.2
Non-cash stock compensation expense		10.9			8.1
Deferred income taxes and tax benefit of stock compensation plan transactions		19.5			18.7
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		97.4			(31.6	)
Inventories		(202.5	)		(173.4	)
Accounts payable and accrued liabilities		(292.7	)		(249.3	)
Other assets and liabilities, net		(29.9	)		(53.6	)
Net cash used for operating activities		(203.8	)		(326.8	)
Cash flows from investing activities:
Decrease in short-term investments, net		78.8			–
Capital expenditures		(86.7	)		(61.9	)
Acquisitions, net of cash acquired		(61.5	)		(27.6	)
Proceeds from sale of plant and equipment		9.8			6.7
Net cash used for investing activities		(59.6	)		(82.8	)
Cash flows from financing activities:
Short-term loan borrowings (repayments), net		18.4			(2.0	)
Purchase of treasury stock		(3.2	)		–
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions		2.5			15.8
Excess tax benefits from stock compensation plan transactions		4.8			4.7
Principal payments on capital leases		(2.5	)		(1.8	)
Net cash provided by financing activities		20.0			16.7
Effect of translation on cash		7.0			10.0
Decrease in cash and cash equivalents		(236.4	)		(382.9	)
Cash and cash equivalents, beginning of period		898.9			1,832.5
Cash and cash equivalents, end of period	$	662.5		$	1,449.6

Cameron

Orders and Backlog

($ millions)

Orders

	Three Months Ended March 31,
	2012		2011
Drilling & Production Systems	$	1,689.5	$	818.3
Valves & Measurement		528.0		427.5
Process & Compression Systems		352.0		276.6
Total	$	2,569.5	$	1,522.4

Backlog

	March 31, 2012		December 31, 2011		March 31, 2011
Drilling & Production Systems	$	4,477.3	$	3,811.1	$	3,183.0
Valves & Measurement		1,192.0		1,144.9		937.3
Process & Compression Systems		1,097.2		1,013.1		772.4
Total	$	6,766.5	$	5,969.1	$	4,892.7

Cameron

Reconciliation of GAAP to Non-GAAP Financial Information

($ millions)

	Three Months Ended March 31, 2012
	Drilling & Production Systems		Valves & Measurement		Process & Compression Systems		Corporate			Total
Income (loss) before income taxes	$	135.3	$	92.6	$	10.6	$	(66.7	)	$	171.8
Depreciation & amortization		34.4		10.3		9.2		5.6			59.5
Interest, net		–		–		–		22.7			22.7
Other costs (credits)		–		–		–		(1.5	)		(1.5	)
EBITDA, excluding other costs (credits)	$	169.7	$	102.9	$	19.8	$	(39.9	)	$	252.5

	Three Months Ended March 31, 2011
	Drilling & Production Systems		Valves & Measurement		Process & Compression Systems		Corporate			Total
Income (loss) before income taxes	$	116.3	$	55.2	$	30.6	$	(62.2	)	$	139.9
Depreciation & amortization		24.3		10.1		8.2		2.2			44.8
Interest, net		–		–		–		20.1			20.1
Other costs (credits)		–		–		–		8.9			8.9
EBITDA, excluding other costs (credits)	$	140.6	$	65.3	$	38.8	$	(31.0	)	$	213.7

Cameron

Reconciliation of GAAP to Non-GAAP Financial Information

($ millions, except per share amounts)

	Three Months Ended March 31, 2012
	After Tax(1)			Diluted EPS(2)
Net income, as reported	$	134.0		$	0.54
Adjustments:
LeTourneau acquisition integration costs		1.5			0.01
Mark-to-market impact on currency derivatives(3)		(3.3	)		(0.01	)
Severance, restructuring and other costs		0.7			–
Net income excluding charges	$	132.9		$	0.54

(1)      Individual adjustments assume a 22.0% effective tax rate

(2)      Based on 247.9 million diluted shares

(3)      These derivatives have not been designated as accounting hedges

	Three Months Ended March 31, 2011
	After Tax(1)		Diluted EPS(2)
Net income, as reported	$	109.5	$	0.43
Adjustments:
Costs associated with the Deepwater Horizon matter		6.5		0.03
Severance and other restructuring costs		0.5		–
Net income excluding charges	$	116.5	$	0.46

(1)      Individual adjustments assume a 21.7% effective tax rate

(2)      Based on 252.1 million diluted shares