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) October 29, 2004

Cooper Cameron Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-13884	76-0451843
(State or other jurisdiction of incorporation)	(Commission File Number)	(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:

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
Press Release dated October 29, 2004

Item 2.02. Results of Operations and Financial Condition

On October 29, 2004, Cooper Cameron Corporation issued a press release announcing its results of the third quarter ended September 30, 2004. 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

     (c) Exhibits:

     The following are being furnished as exhibits to this report:

Exhibit
Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cooper Cameron Corporation, dated October 29, 2004 – Cooper Cameron Third Quarter Earnings Total $0.55 Per Share.

Exhibit 99.1 to this report contains a “non-GAAP financial measure” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The non-GAAP financial measure reflects earnings before interest, taxes, depreciation and amortization expense (“EBITDA”). A reconciliation of EBITDA 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 is useful to the Company’s investors because 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. In addition, EBITDA is a widely used benchmark 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.

	COOPER CAMERON CORPORATION
	By:	/s/ Franklin Myers
		Franklin Myers
Date: October 29, 2004		Senior Vice President of Finance And Chief Financial Officer

Cooper Cameron Corporation
Current report on Form 8-K
Dated October 29, 2004

EXHIBIT INDEX

Exhibit
Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cooper Cameron Corporation, dated October 29, 2004 – Cooper Cameron Third Quarter Earnings Total $0.55 Per Share.

EX-99.1

Exhibit 99.1

2004-17

Contact: R. Scott Amann
Vice President, Investor Relations
(713) 513-3344

COOPER CAMERON THIRD QUARTER EARNINGS TOTAL $0.55 PER SHARE

• Diluted earnings per share total $0.55 vs. $0.63 a year ago

• Current quarter results include write-down of technology investment

HOUSTON (October 29, 2004) — Cooper Cameron Corporation (NYSE: CAM) reported net income of $29.5 million, or $0.55 per diluted share, for the quarter ended September 30, 2004, including a non-cash after-tax write-down of $2.7 million, or $0.05 per diluted share, related to a technology investment. This compares with net income of $36.2 million, or $0.63 per share, for the third quarter of 2003. The year-ago quarter included, on a net basis, income of $7.9 million, or $0.13 per share, comprised of a gain associated with the adoption of a new accounting standard and costs associated with an acquisition effort and severance. Total revenues for the quarter were $538.5 million, up 25 percent from 2003’s $429.1 million, and net income was $29.5 million, up 23 percent from 2003’s $24.0 million of income before the cumulative effect of the accounting change.

Year-over-year revenue increase driven by Cameron, Cooper Cameron Valves (CCV)

     Cooper Cameron Chairman, President and Chief Executive Officer Sheldon R. Erikson said that Cooper Cameron’s consolidated revenues for the quarter were significantly higher than year-ago levels, due primarily to the early 2004 acquisition of Petreco, included in Cameron’s results, increased subsea deliveries from Cameron and increased revenues from CCV.

Cameron results reflect increase in subsea, addition of Petreco

     Erikson noted that Cameron’s revenues were up nearly $100 million from the year-ago quarter, with about $42 million coming from Petreco. The balance of the increase was primarily in Cameron’s subsea business.

CCV revenues higher

     CCV’s quarterly revenues were up about 11 percent from the prior year due to increased deliveries from the engineered products group, which provides valves for pipeline projects and the industrial markets.

Cooper Compression margins improve

     Cooper Compression’s revenues were up only modestly sequentially and from year-ago levels, but profitability continued to improve due to the benefits of recent restructuring efforts.

Acquisition fuels year-over year increase in orders

     Orders received during the third quarter of 2004 totaled $457.7 million, down seven percent sequentially, but up more than eight percent from the $421.2 million of a year ago. Erikson noted that the Company’s total orders for the first nine months of the year, at $1.37 billion, are slightly ahead of 2003’s $1.34 billion for the same period. “The acquisition of Petreco, which has added about $86 million to orders year-to-date, has allowed us to post an increase in orders thus far,” Erikson said. “Meanwhile, our backlog declined as revenues, driven by subsea deliveries, exceeded $500 million for the second consecutive quarter.”

     At September 30, 2004, the Company’s backlog was $867.7 million, down about nine percent from $955.0 million as of the end of the second quarter. Backlog declined by approximately 12 percent from the September 30, 2003 level of $980.5 million.

Cash flows, balance sheet remain strong

     Cooper Cameron’s net debt (total debt net of cash and short-term investments) at September 30, 2004 was $211.2 million, up from $155.0 million at December 31, 2003. Erikson noted that while the Company spent approximately $25.8 million on share repurchases and $9.9 million on capital expenditures during the quarter, net debt-to-total capitalization declined to 15.5 percent at quarter’s end. “Our continuing focus on generating cash from operations has given us the flexibility to pursue such opportunities as acquisitions and stock repurchases,” he said. Erikson also noted that the previously announced acquisition of certain valve manufacturing businesses from Precision Castparts Corp. is expected to close in early December and should add approximately $0.10 per share to Cooper Cameron’s 2005 earnings.

Fourth quarter earnings to be similar to third

     “We currently expect Cooper Cameron’s fourth quarter earnings to be approximately $0.50 to $0.54 per diluted share, which reflects the acceleration of certain subsea deliveries into the third quarter,” Erikson said, “and we expect full-year earnings of approximately $1.70 to $1.75 per diluted share.”

     Erikson said that it is too early to provide specific guidance for next year, and that the Company expects to provide a forecast of 2005 results shortly after the first of the year. Erikson noted that despite the fact that subsea activity is forecast to grow significantly over the next several years, continued delays in awards of large subsea systems projects, particularly those located offshore West Africa, are likely to affect the Company’s forecast for 2005. “While we have not yet attempted to frame a range of guidance for next year’s earnings,” he said, “the continued slippage in timing of significant subsea project awards, coupled with the fact that we recognize revenue as product is delivered, is likely to have a dampening effect on our expectations for late 2005.”

     Cooper Cameron Corporation (NYSE: CAM) is a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications, and provides oil and gas separation equipment. Cooper Cameron is also a leading manufacturer of centrifugal air compressors, integral and separable gas compressors and turbochargers.

# # #

Website: www.coopercameron.com

In addition to the historical data contained herein, this document includes forward-looking statements regarding future order levels, revenues and earnings of the Company (including fourth quarter earnings per share estimates), 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 that 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 projects it has been awarded; changes in the price of (and demand for) oil and gas in both domestic and international markets; political and social issues affecting the countries in which the Company does business; fluctuations in currency markets worldwide; fluctuations in debt and equity markets; and variations in global economic activity. In particular, current and projected oil and gas prices historically have directly affected customers’ spending levels and their related purchases of the Company’s products and services, though they have not done so recently. Additionally, changes

in oil and gas price expectations may impact the Company’s financial results due to changes in 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.

Cooper Cameron Corporation
Unaudited Consolidated Results of Operations
($ and shares in millions except per share data)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2004			2003			2004			2003
Revenues:
Cameron	$	365.4		$	267.7		$	1,052.5		$	738.3
Cooper Cameron Valves		89.0			79.9			251.5			227.7
Cooper Compression		84.1			81.5			241.6			225.1
Total revenues		538.5			429.1			1,545.6			1,191.1
Costs and Expenses:
Cost of sales (exclusive of depreciation and amortization)		395.3			305.4			1,157.4			845.9
Selling and administrative expenses		77.1			69.5			219.1			209.0
Depreciation and amortization		20.1			21.2			60.3			62.0
Non-cash write-down of technology investment		3.8			—			3.8			—
Interest income		(1.1	)		(1.5	)		(3.3	)		(4.0	)
Interest expense		1.9			2.1			14.8			6.3
Total costs and expenses		497.1			396.7			1,452.1			1,119.2
Income before income taxes and cumulative effect of accounting change		41.4			32.4			93.5			71.9
Income tax provision		(11.9	)		(8.4	)		(28.1	)		(18.7	)
Income before cumulative effect of accounting change		29.5			24.0			65.4			53.2
Cumulative effect of accounting change		—			12.2			—			12.2
Net income	$	29.5		$	36.2		$	65.4		$	65.4
Basic earnings per common share:
Before cumulative effect of accounting change	$	0.56		$	0.44		$	1.23		$	0.97
Cumulative effect of accounting change		—			0.23			—			0.23
Net income per common share	$	0.56		$	0.67		$	1.23		$	1.20
Diluted earnings per common share:
Before cumulative effect of accounting change	$	0.55		$	0.42		$	1.21		$	0.95
Cumulative effect of accounting change		—			0.21			—			0.20
Net income per common share	$	0.55		$	0.63		$	1.21		$	1.15
Average common shares outstanding		53.0			54.4			53.3			54.6
Average shares utilized in diluted calculation		53.7			59.7			53.9			60.0
EBITDA:
Cameron	$	48.2		$	39.2		$	121.5		$	101.8
Cooper Cameron Valves		15.1			12.7			38.4			36.2
Cooper Compression		11.4			10.3			29.1			18.3
Other		(12.4	)		(8.0	)		(23.7	)		(20.1	)
Total	$	62.3		$	54.2		$	165.3		$	136.2

Cooper Cameron Corporation
Consolidated Balance Sheets
($ millions, except shares and per share data)

	Sept. 30,			Dec. 31,
	2004			2003
	(unaudited)
Current Assets:
Cash and cash equivalents	$	257.8		$	292.1
Short-term investments		—			22.0
Receivables, net		377.1			316.2
Inventories, net		412.6			473.2
Other		87.6			44.2
Total current assets		1,135.1			1,147.7
Plant and equipment, net		440.8			471.3
Goodwill, net		395.0			316.1
Other assets		230.0			205.6
Total Assets	$	2,200.9		$	2,140.7
Current Liabilities:
Current portion of long-term debt	$	10.7		$	265.0
Accounts payable and accrued liabilities		442.2			397.3
Accrued income taxes		14.0			17.6
Total current liabilities		466.9			679.9
Long-term debt		458.3			204.1
Postretirement benefits other than pensions		44.0			43.4
Deferred income taxes		50.3			46.1
Other long-term liabilities		32.1			30.5
Total liabilities		1,051.6			1,004.0
Stockholders’ Equity:
Common stock, par value $.01 per share, 150,000,000 shares authorized, 54,933,658 shares issued at September 30, 2004 and December 31, 2003		0.5			0.5
Capital in excess of par value		949.3			957.9
Retained earnings		243.0			177.6
Accumulated other elements of comprehensive income		45.9			55.3
Less: Treasury stock, 1,869,811 shares at September 30, 2004 (1,130,600 shares at December 31, 2003)		(89.4	)		(54.6	)
Total stockholders’ equity		1,149.3			1,136.7
Total Liabilities and Stockholders’ Equity.	$	2,200.9		$	2,140.7

Cooper Cameron Corporation
Unaudited Consolidated Statements of Cash Flows
($ millions)

	Three Months						Nine Months
	Ended Sept. 30,						Ended Sept. 30,
	2004			2003			2004			2003
Cash flows from operating activities:
Net income	$	29.5		$	36.2		$	65.4		$	65.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		17.1			16.6			51.1			50.2
Amortization (primarily capitalized software)		3.0			4.6			9.2			11.8
Write-off of unamortized debt issuance costs associated with retired debt		—			—			6.8			—
Non-cash write-down of technology investment		3.8			—			3.8			—
Non-cash cumulative effect of accounting change		—			(12.2	)		—			(12.2	)
Deferred income taxes and other		7.3			5.3			5.9			3.3
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		(8.8	)		(32.0	)		(37.9	)		1.7
Inventories		15.6			(31.6	)		62.3			(64.4	)
Accounts payable and accrued liabilities		(20.6	)		26.4			(26.5	)		36.8
Other assets and liabilities, net		10.7			(5.2	)		(13.4	)		(6.3	)
Net cash provided by operating activities		57.6			8.1			126.7			86.3
Cash flows from investing activities:
Capital expenditures		(9.9	)		(13.6	)		(34.1	)		(42.8	)
Acquisitions, net of cash acquired		(7.2	)		—			(92.8	)		—
Sales of short-term investments		—			26.2			22.0			89.0
Purchases of short-term investments		—			(80.8	)		—			(142.7	)
Other		6.4			4.9			10.0			6.4
Net cash used for investing activities		(10.7	)		(63.3	)		(94.9	)		(90.1	)
Cash flows from financing activities:
Loan repayments, net		(0.3	)		—			(0.6	)		(0.8	)
Issuance of long-term senior and convertible debt		—			—			437.9			—
Redemption of convertible debt		—			—			(443.9	)		—
Debt issuance costs		(0.1	)		—			(6.5	)		—
Purchase of treasury stock		(25.8	)		(38.0	)		(82.7	)		(38.0	)
Activity under stock option plans and other		25.3			0.6			32.2			1.1
Net cash used for financing activities		(0.9	)		(37.4	)		(63.6	)		(37.7	)
Effect of translation on cash		3.2			1.4			(2.5	)		5.2
Increase (decrease) in cash and cash equivalents		49.2			(91.2	)		(34.3	)		(36.3	)
Cash and cash equivalents, beginning of period		208.6			328.7			292.1			273.8
Cash and cash equivalents, end of period	$	257.8		$	237.5		$	257.8		$	237.5

Cooper Cameron Corporation
Unaudited Orders and Backlog
($ millions)

Orders
	Three Months				Nine Months
	Ended Sept. 30,				Ended Sept. 30,
	2004		2003		2004		2003
Cameron	$	273.6	$	255.5	$	821.5	$	848.8
Cooper Cameron Valves		91.7		73.9		268.7		232.8
Cooper Compression		92.4		91.8		280.2		262.3
Total	$	457.7	$	421.2	$	1,370.4	$	1,343.9

Backlog
	Sept. 30,		Dec. 31,		Sept. 30,
	2004		2003		2003
Cameron	$	647.5	$	771.8	$	807.1
Cooper Cameron Valves		84.0		72.4		64.0
Cooper Compression		136.2		102.4		109.4
Total	$	867.7	$	946.6	$	980.5

Cooper Cameron Corporation
Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
($ millions)

			Three Months Ended September 30, 2004
			Cooper Cameron
	Cameron		Valves		Cooper Compression		Corporate			Total
Income (loss) before income taxes	$	35.9	$	11.9	$	7.4	$	(13.8	)	$	41.4
Depreciation & amortization		12.3		3.2		4.0		0.6			20.1
Interest income		—		—		—		(1.1	)		(1.1	)
Interest expense		—		—		—		1.9			1.9
EBITDA	$	48.2	$	15.1	$	11.4	$	(12.4	)	$	62.3

			Three Months Ended September 30, 2003
			Cooper Cameron
	Cameron		Valves		Cooper Compression		Corporate			Total
Income (loss) before income taxes and cumulative effect of accounting
change	$	26.6	$	9.5	$	5.5	$	(9.2	)	$	32.4
Depreciation & amortization		12.6		3.2		4.8		0.6			21.2
Interest income		—		—		—		(1.5	)		(1.5	)
Interest expense		—		—		—		2.1			2.1
EBITDA	$	39.2	$	12.7	$	10.3	$	(8.0	)	$	54.2

Cooper Cameron Corporation
Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
($ millions)

			Nine Months Ended September 30, 2004
			Cooper Cameron
	Cameron		Valves		Cooper Compression		Corporate			Total
Income (loss) before income taxes	$	84.4	$	29.8	$	16.3	$	(37.0	)	$	93.5
Depreciation & amortization		37.1		8.6		12.8		1.8			60.3
Interest income		—		—		—		(3.3	)		(3.3	)
Interest expense		—		—		—		14.8			14.8
EBITDA	$	121.5	$	38.4	$	29.1	$	(23.7	)	$	165.3

			Nine Months Ended September 30, 2003
			Cooper Cameron
	Cameron		Valves		Cooper Compression		Corporate			Total
Income (loss) before income taxes and cumulative effect of accounting
change	$	64.0	$	26.5	$	5.6	$	(24.2	)	$	71.9
Depreciation & amortization		37.8		9.7		12.7		1.8			62.0
Interest income		—		—		—		(4.0	)		(4.0	)
Interest expense		—		—		—		6.3			6.3
EBITDA	$	101.8	$	36.2	$	18.3	$	(20.1	)	$	136.2