Cameron International Corporation
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- 10/14/2022 - Schlumberger Considers... (subscriber access)
- 7/22/2016 - Schlumberger Closed on 4... (subscriber access)
- 7/22/2016 - Schlumberger Announces 16,000 Employee Layoffs in First Half of 2016
- 7/22/2016 - Schlumberger 2Q16... (subscriber access)
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News & Press Releases
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- 10/14/2022 - Schlumberger Considers... (subscriber access)
- 7/22/2016 - Schlumberger Closed on 4... (subscriber access)
- 7/22/2016 - Schlumberger Announces 16,000 Employee Layoffs in First Half of 2016
- 7/22/2016 - Schlumberger 2Q16... (subscriber access)
- 7/22/2016 - Schlumberger 2Q16... (subscriber access)
- 7/22/2016 - Schlumberger 2Q16... (subscriber access)
- 4/22/2016 - Schlumberger 1Q16... (subscriber access)
- 3/28/2016 - Schlumberger and Cameron Receive Merger Approval in China
- 2/8/2016 - European Union Grants... (subscriber access)
- 1/28/2016 - Cameron Q4 & FY15... (subscriber access)
- 1/28/2016 - Cameron Q4 & FY15... (subscriber access)
- 1/28/2016 - Cameron Q4 & FY15 Results: Subsea Segment Performance Up 85%
- 1/28/2016 - Cameron Q4 & FY15... (subscriber access)
- 1/28/2016 - Cameron Q4 & FY15... (subscriber access)
- 1/25/2016 - EU to Approve... (subscriber access)
- 1/22/2016 - Schlumberger FY15, Q4... (subscriber access)
- 8/26/2015 - Schlumberger to Acquire... (subscriber access)
Press Releases
- Subsea - Relative to the fourth quarter of 2014, the segment reported an 85% increase in operating income despite lower revenues, driven in particular by strong execution on several late-stage projects as well as a greater mix of services-related work. Segment orders increased 27% versus the fourth quarter of 2014 and more than doubled as compared to the third quarter of 2015. Orders for the year totaled $2.23 billion versus $2.36 billion in 2014.
- Surface - Revenues, operating income and margin all improved relative to the third quarter of 2015 but were lower than the fourth quarter of 2014 due in large part to the weakness in North American markets.
- Drilling - Operating income margin increased to 21.7% in the fourth quarter of 2015 as compared to 18.5% in the fourth quarter of 2014 due to continued strong execution. Revenues and operating income declined, reflecting lower project-related backlog as well as a reduction in service activity.
- Valves & Measurement - Revenues, operating income and margin all declined relative to the fourth quarter of 2014, reflecting lower volumes and pricing pressures, particularly in the North American distribution market.
Cameron Expresses No Opinion On Debt Tender Offer By Schlumberger Holdings Corporation
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
HOUSTON, March 28, 2016 /PRNewswire/ -- Cameron (NYSE: CAM) announced that it elected to express no opinion and remain neutral toward the offer by Schlumberger Holdings Corporation ("SHC") on March 22, 2016 to purchase up to $1.2 billion aggregate principal amount of the outstanding senior notes of Cameron. The tender offer is being conducted in connection with the previously announced proposed merger of Cameron with a wholly owned subsidiary of SHC, pursuant to which Cameron will become a direct, wholly owned subsidiary of SHC.
Cameron believes that each noteholder should make its decision as to whether to tender on an individual rather than a collective basis, based on that noteholder's particular circumstances. Cameron further believes the determination whether to tender is a financial decision to be made by each noteholder, in consultation with the noteholder's financial advisor, based on the terms of the offer being made by SHC. For these reasons, Cameron believes that it is not appropriate for it to make a recommendation to noteholders regarding the tender of their notes and expresses no opinion as to the course of action that noteholders should take.
The announcements contained in this press release were made pursuant to Rule 14e-2 under the Securities Exchange Act of 1934.
Cautionary Note Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections, expected timetable for completing the proposed merger, benefits and synergies of the proposed merger, future opportunities for the combined company and products, future performance and any other statements regarding Cameron's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements. Cameron cannot give any assurance that such expectations will prove to have been correct. These statements are subject to, among other things, satisfaction of the closing conditions to the merger, the risk that the contemplated merger does not occur, negative effects from the pendency of the merger, the ability to successfully integrate the merged businesses and to realize expected synergies, the timing to consummate the proposed merger and other risk factors that are discussed in Schlumberger's and Cameron's most recent Annual Reports on Form 10-K and the definitive proxy statement/prospectus referred to below, as well as each company's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and Cameron undertakes no obligation to publicly update or revise any of them in light of new information, future events or otherwise.
Additional Information
In connection with the proposed merger, Schlumberger has filed with the SEC a registration statement on Form S-4, including Amendment No. 1 thereto, which was declared effective by the SEC on November 16, 2015, and Cameron has filed the definitive proxy statement/prospectus on November 17, 2015. This communication is not a substitute for the definitive proxy statement/prospectus, the registration statement or any other document Schlumberger or Cameron may file with the SEC in connection with the proposed merger.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC REGARDING THE PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY AS AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. These materials will be made available to investors of Cameron at no expense to them. Investors will be able to obtain free copies of these documents and other documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Schlumberger are available free of charge on Schlumberger's internet website at http://www.slb.com. Copies of the documents filed with the SEC by Cameron are available free of charge on Cameron's internet website at http://www.c-a-m.com. You may also read and copy any reports, statements and other information filed by Cameron or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room.
SOURCE Cameron
Article Date
3/28/2016Schlumberger-Cameron Merger Receives Chinese Antitrust Approval
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
HOUSTON, March 25, 2016 /PRNewswire/ -- Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that Chinese Ministry of Commerce (MOFCOM) has cleared their proposed merger without any conditions. MOFCOM approval represents the last major closing condition to the proposed merger. As a result, the parties intend to close their transaction on April 1, 2016.
The closing of the proposed merger remains subject to the satisfaction or waiver of the remaining closing conditions contained in the merger agreement. Until that time, the companies will continue to operate as separate and independent entities and continue to serve their respective customers.
About Schlumberger
Schlumberger Limited is the world's leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide. Employing more than 95,000 people representing over 140 nationalities and working in more than 85 countries, Schlumberger Limited provides the industry's widest range of products and services from exploration through production. Schlumberger Limited has principal offices in Paris, Houston, London and The Hague, and reported revenues of $35.47 billion in 2015. For more information, visit www.slb.com.
About Cameron
Cameron is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.
Cautionary Note Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Neither Schlumberger nor Cameron can give any assurance that such forward-looking statements will prove correct. These statements are subject to, among other things, satisfaction of the remaining closing conditions to the merger and other risk factors that are discussed in Schlumberger's and Cameron's most recent Annual Reports on Form 10-K and the definitive proxy statement/prospectus referred to below, as well as each company's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and neither Schlumberger nor Cameron undertakes any obligation to publicly update or revise any of them in light of new information, future events or otherwise.
Additional Information
In connection with the proposed transaction, Schlumberger has filed with the SEC a registration statement on Form S-4, including Amendment No. 1 thereto, which was declared effective by the SEC on November 16, 2015, and Cameron has filed the definitive proxy statement/prospectus on November 17, 2015. This communication is not a substitute for the definitive proxy statement/prospectus, the registration statement or any other document Schlumberger or Cameron may file with the SEC in connection with the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AS AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These materials will be made available to stockholders of Cameron at no expense to them. Investors will be able to obtain free copies of these documents and other documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Schlumberger are available free of charge on Schlumberger's internet website at http://www.slb.com. Copies of the documents filed with the SEC by Cameron are available free of charge on Cameron's internet website at http://www.c-a-m.com. You may also read and copy any reports, statements and other information filed by Cameron or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room.
SOURCE Cameron International Corporation
Article Date
3/25/2016Cameron Announces Expiration of Consent Solicitation and Receipt of Requisite Consents
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
HOUSTON, Feb. 25, 2016 /PRNewswire/ -- Cameron International Corporation (NYSE: CAM) ("Cameron" or the "Company") announced today that holders of a majority in aggregate principal amount of each series of the Company's securities listed in the table below (collectively, the "Notes") have delivered valid consents in connection with the Company's proposed amendments to the indentures governing the Notes (the "Indentures," and such amendments the "Proposed Amendments"). The terms and conditions of the Proposed Amendments are set forth in the Consent Solicitation Statement dated February 12, 2016 (the "Statement").
|
Series of Notes |
Aggregate Principal |
|
1.150% Senior Notes due 2016 |
$250 million |
|
1.400% Senior Notes due 2017 |
$250 million |
|
6.375% Senior Notes due 2018 |
$450 million |
|
4.500% Senior Notes due 2021 |
$250 million |
|
3.600% Senior Notes due 2022 |
$250 million |
|
4.000% Senior Notes due 2023 |
$250 million |
|
3.700% Senior Notes due 2024 |
$250 million |
|
7.000% Senior Notes due 2038 |
$300 million |
|
5.950% Senior Notes due 2041 |
$250 million |
|
5.125% Senior Notes due 2043 |
$250 million |
The consent solicitation expired at 5:00 p.m., New York City time, on February 24, 2016 (the "Expiration Date"), and revocation rights have been terminated. Subject to the terms and conditions set forth in the Statement, the Company will pay eligible holders who have validly delivered and not revoked consents on or prior to the Expiration Date a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes for which such holders have validly delivered and not revoked consents (the "Consent Fee"). The Consent Fee will be payable only upon the satisfaction or waiver (if applicable) of certain conditions, including the closing of the previously announced merger pursuant to which Cameron will become a direct, wholly-owned subsidiary of Schlumberger Holdings Corporation ("SHC," and such merger, the "Merger"). The Consent Fee will be paid promptly following the completion of the Merger, which is expected to occur in the first quarter of 2016.
In connection with the consent solicitation, the Company will enter into supplemental indentures with respect to each Indenture to reflect the Proposed Amendments upon the satisfaction of the conditions and the payment of the Consent Fee to the paying agent on behalf of holders of the Notes.
Questions regarding the consent solicitation may be directed to Deutsche Bank Securities Inc., Attention: Liability Management Group at (866) 627-0391 (toll free) or (212) 250-2955 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2494 (collect) or Morgan Stanley & Co. LLC, Attention: Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect), or the information, tabulation and paying agent, D.F. King & Co., Inc. at (866) 796-7179 (toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitations were made solely by the consent solicitation statement and were subject to the terms and conditions stated therein.
Cameron International Corporation
Cameron International Corporation is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries. For more information, please visit http://www.c-a-m.com.
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this communication regarding Cameron's future expectations, beliefs, plans, objectives, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements. Cameron cannot give any assurance that such expectations will prove correct. These statements are subject to satisfaction of the closing conditions to the Merger and other risk factors that are discussed in Cameron's most recent Annual Report on Form 10-K and the definitive proxy statement/prospectus filed on November 17, 2015, as well as Cameron's other filings with the SEC, which are available at the SEC's Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and Cameron does not undertake any obligation to publicly update or revise any of them in light of new information, future events or otherwise.
SOURCE Cameron International Corporation
Article Date
2/25/2016Cameron Announces Commencement of Consent Solicitations
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
HOUSTON, Feb. 12, 2016 /PRNewswire/ -- Cameron International Corporation (NYSE: CAM) announced the commencement of consent solicitations relating to its outstanding 1.150% Senior Notes due 2016, 1.400% Senior Notes due 2017, 6.375% Senior Notes due 2018, 4.500% Senior Notes due 2021, 3.600% Senior Notes due 2022, 4.000% Senior Notes due 2023, 3.700% Senior Notes due 2024, 7.000% Senior Notes due 2038, 5.950% Senior Notes due 2041 and 5.125% Senior Notes due 2043 (collectively, the "Notes"). As of February 11, 2016, there was $2,750,000,000 aggregate principal amount of Notes outstanding.
As previously announced, on August 25, 2015, Cameron International Corporation ("Cameron") and Schlumberger Holdings Corporation ("SHC"), Rain Merger Sub LLC and Schlumberger Limited entered into a merger agreement, pursuant to which Cameron will become a direct, wholly owned subsidiary of SHC. Completion of the merger remains subject to regulatory approvals and customary closing conditions and is expected to occur during the first quarter of 2016. In connection with the merger, Cameron is making the consent solicitations at the request and expense of SHC.
The consent solicitation for each series of Notes will expire at 5:00 p.m., New York City time, on February 24, 2016, unless extended (the "Expiration Date"). The consent solicitation for each series of Notes is conditioned on the receipt of consents from holders of record as of 5:00 p.m., New York City time, on February 11, 2016 (the "Record Date") of at least a majority in aggregate principal amount of that series of the Notes ("Majority Approval"). The consent solicitation for each series of Notes is also conditioned on the Company's receiving Majority Approval for each of the other series of Notes and other customary closing conditions, each of which may be waived by the Company.
Subject to the terms and conditions of the consent solicitations, if the conditions to the consent solicitations are satisfied and the merger is consummated, Cameron will make a cash payment of $2.50 per $1,000 principal amount of each series of Notes for which the holders of record have validly delivered (and not revoked) consents constituting Majority Approval prior to the applicable Expiration Date.
If the merger is completed, and subject to the terms and conditions of the consent solicitations, SHC may elect to guarantee each series of Notes for which the holders of record have validly delivered (and not revoked) consents constituting Majority Approval prior to the applicable Expiration Date; however, SHC has no obligation to guarantee any of the Notes. If SHC guarantees any or all series of Notes, the proposed amendments to the indentures for the applicable series of Notes will require SHC to furnish to the applicable trustee and holders of the applicable series of Notes its audited consolidated annual financial statements and condensed consolidated quarterly financial statements in lieu of Cameron's current reporting obligations.
The consent solicitations may be amended, extended or terminated, at the option of Cameron. For a complete statement of the terms and conditions of the consent solicitations, holders of the Notes should refer to the consent solicitation statement, dated as of February 12, 2016, which is being sent to all holders of the Notes as of the Record Date.
The Solicitation Agents in connection with the consent solicitations are Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Questions regarding the consent solicitations may be directed to Deutsche Bank Securities Inc., Attention: Liability Management Group at (866) 627-0391 (toll free) or (212) 250-2955 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-2494 (collect) or Morgan Stanley & Co. LLC, Attention: Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect). D. F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (866) 796-7179 (toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitations are being made solely by the consent solicitation statement and are subject to the terms and conditions stated therein. Cameron reserves the right to modify the consent solicitation statement or to terminate the consent solicitations.
About Cameron International Corporation
Cameron International Corporation is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries. For more information, please visit http://www.c-a-m.com.
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The expected timetable for completing the consent solicitations, and other statements regarding Cameron's future expectations, beliefs, plans, objectives, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements. Cameron cannot give any assurance that such expectations will prove correct. These statements are subject to, among other things, satisfaction of the closing conditions to the merger and other risk factors that are discussed in Cameron's most recent Annual Report on Form 10-K and the definitive proxy statement/prospectus filed on November 17, 2015, as well as Cameron's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and Cameron does not undertake any obligation to publicly update or revise any of them in light of new information, future events or otherwise.
SOURCE Cameron International Corporation
Article Date
2/12/2016Schlumberger-Cameron Merger Receives Unconditional Clearance from European Commission
Source: PR Newswire
HOUSTON, Feb. 5, 2016 /PRNewswire/ -- Schlumberger Limited (NYSE: SLB) and Cameron International Corporation (NYSE: CAM) jointly announced today that the European Commission has cleared their proposed merger without any conditions following a Phase 1 review.
As previously announced, the U.S. Department of Justice cleared the proposed merger in November 2015 without any conditions; Cameron stockholders voted on December 17 to adopt the merger agreement between Schlumberger and Cameron; and antitrust clearances have been obtained in Canada, Brazil, Russia and Mexico.
Under the terms of the merger agreement, Schlumberger and Cameron only await regulatory approval from the Ministry of Commerce of the Peoples' Republic of China. The Chinese authorities started their 30-day Phase 1 review process on February 4, 2016.
The closing of the proposed merger remains subject to the satisfaction or waiver of the remaining customary closing conditions contained in the merger agreement. Schlumberger and Cameron expect to close the merger in the first quarter of 2016. Until that time, the companies will continue to operate as separate and independent entities and continue to serve their respective customers.
About Schlumberger
Schlumberger is the world's leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide. Employing more than 95,000 people representing over 140 nationalities and working in more than 85 countries, Schlumberger provides the industry's widest range of products and services from exploration through production. Schlumberger Limited has principal offices in Paris, Houston, London and The Hague, and reported revenues of $35.47 billion in 2015. For more information, visit www.slb.com.
About Cameron
Cameron is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.
Cautionary Note Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The expected timetable for completing the proposed transaction, and other statements regarding Schlumberger's and Cameron's future expectations, beliefs, plans, objectives, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements. Neither Schlumberger nor Cameron can give any assurance that such expectations will prove correct. These statements are subject to, among other things, satisfaction of the closing conditions to the merger and other risk factors that are discussed in Schlumberger's and Cameron's most recent Annual Reports on Form 10-K and the definitive proxy statement/prospectus referred to below, as well as each company's other filings with the SEC available at the SEC's Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and neither Schlumberger nor Cameron undertakes any obligation to publicly update or revise any of them in light of new information, future events or otherwise.
Additional Information
In connection with the proposed transaction, Schlumberger has filed with the SEC a registration statement on Form S-4, including Amendment No. 1 thereto, which was declared effective by the SEC on November 16, 2015, and Cameron has filed the definitive proxy statement/prospectus on November 17, 2015. This communication is not a substitute for the definitive proxy statement/prospectus, the registration statement or any other document Schlumberger or Cameron may file with the SEC in connection with the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN AND THAT MAY BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AS AND WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These materials will be made available to stockholders of Cameron at no expense to them. Investors will be able to obtain free copies of these documents and other documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Schlumberger are available free of charge on Schlumberger's internet website at http://www.slb.com. Copies of the documents filed with the SEC by Cameron are available free of charge on Cameron's internet website at http://www.c-a-m.com. You may also read and copy any reports, statements and other information filed by Cameron or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room.
SOURCE Cameron
Article Date
2/5/2016Cameron Announces Results For Fourth Quarter Of 2015
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
HOUSTON, Jan. 28, 2016 /PRNewswire/ -- Cameron (NYSE: CAM) today reported fully diluted earnings per share, excluding discontinued operations and other costs, of $1.08 for the fourth quarter of 2015, compared to $1.34 for the same period of 2014.
Other costs in the fourth quarter of 2015 amounted to $115 million on a pretax basis, or $0.43 per share, primarily related to asset charges and severance, as detailed in an accompanying table.
On a GAAP basis, the Company's fully diluted earnings per share for the fourth quarter of 2015 were $0.65, as compared to $1.28 for the same period of 2014.
For the full year 2015, the Company reported fully-diluted earnings per share, excluding discontinued operations and other costs, of $4.00, compared to $4.14 for 2014. On a GAAP basis, the Company's 2015 fully diluted earnings per share were $2.60, as compared to $3.96 for 2014.
Commenting on the Company's performance in the fourth quarter of 2015, President and Chief Executive Officer Scott Rowe, said, "Cameron once again delivered very strong operating results in the face of a continued downturn in the energy markets. The Company's performance was driven by accelerated progress in the transformation of our cost structure and strong execution. In particular, the company's Subsea segment reported an operating income margin of 23.1%, more than double that of the fourth quarter of 2014."
Segment Performance
Outlook
Rowe said, "Although declines in energy prices will have a negative impact on our business in 2016, we remain focused on the factors that will drive our fundamental long-term performance: execution, customer relationships, cost reduction and technology."
Cash Flow from Operations
The Company generated cash from operations of $497 million during the fourth quarter and $708 million for the full-year 2015. The Company ended the quarter with cash, cash equivalents and short-term investments totaling $2.4 billion.
Agreement to be Acquired by Schlumberger Limited
On August 26, 2015, Schlumberger Limited (NYSE: SLB) and Cameron jointly announced a definitive merger agreement in which the companies will combine in a stock and cash transaction. The agreement was unanimously approved by the boards of directors of both companies and, on December 17, Cameron stockholders overwhelmingly voted to adopt the merger agreement. The transaction remains subject to regulatory approvals and customary closing conditions, and is expected to close in the first quarter of 2016.
Cameron is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.
Forward-Looking Statements
In addition to the historical data contained herein, this document includes forward-looking statements regarding the Company's long-term performance and expectations regarding the closing of merger transaction and, if accomplished, the timing thereof, made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and subject to risk factors that are discussed in Cameron's most recent filings on Form 10-Q and 10-K, filed with the SEC, as well as other filings with the SEC available at the SEC's Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected and a closing of the merger transaction may not occur or the timing thereof could be different from that currently expected. Forward-looking statements speak only as of the date they are made, and Cameron undertakes no obligation to publicly update or revise any of them in light of new information, future events or otherwise.
|
Cameron Unaudited Consolidated Condensed Results of Operations ($ and shares in millions except per share data) | ||||||||||||||||
|
Three months ended December 31, |
Twelve months ended December 31, | |||||||||||||||
|
2015 |
2014 |
2015 |
2014 | |||||||||||||
|
REVENUES |
$ |
2,079 |
$ |
2,804 |
$ |
8,782 |
$ |
10,381 |
||||||||
|
COSTS AND EXPENSES: |
||||||||||||||||
|
Cost of sales (exclusive of depreciation and amortization shown separately below) |
1,403 |
2,009 |
6,126 |
7,464 |
||||||||||||
|
Selling and administrative expenses |
261 |
316 |
1,082 |
1,287 |
||||||||||||
|
Depreciation and amortization |
78 |
92 |
342 |
348 |
||||||||||||
|
Interest, net |
33 |
31 |
138 |
129 |
||||||||||||
|
Other costs, net |
115 |
11 |
773 |
73 |
||||||||||||
|
Total costs and expenses |
1,890 |
2,459 |
8,461 |
9,301 |
||||||||||||
|
Income from continuing operations before income taxes |
189 |
345 |
321 |
1,080 |
||||||||||||
|
Income tax provision |
(40) |
(79) |
(184) |
(258) |
||||||||||||
|
Income from continuing operations |
149 |
266 |
137 |
822 |
||||||||||||
|
Income (loss) from discontinued operations, net of income taxes |
— |
(4) |
431 |
26 |
||||||||||||
|
Net income |
149 |
262 |
568 |
848 |
||||||||||||
|
Less: Net income attributable to noncontrolling interests |
24 |
8 |
67 |
37 |
||||||||||||
|
Net income attributable to Cameron stockholders |
$ |
125 |
$ |
254 |
$ |
501 |
$ |
811 |
||||||||
|
Amounts attributable to Cameron stockholders: |
||||||||||||||||
|
Income from continuing operations |
$ |
125 |
$ |
258 |
$ |
70 |
$ |
785 |
||||||||
|
Income (loss) from discontinued operations |
— |
(4) |
431 |
26 |
||||||||||||
|
Net income attributable to Cameron stockholders |
$ |
125 |
$ |
254 |
$ |
501 |
$ |
811 |
||||||||
|
Earnings (loss) per common share attributable to Cameron stockholders: |
||||||||||||||||
|
Basic - |
||||||||||||||||
|
Continuing operations |
$ |
0.65 |
$ |
1.32 |
$ |
0.36 |
$ |
3.85 |
||||||||
|
Discontinued operations |
— |
(.02) |
2.25 |
.13 |
||||||||||||
|
Basic earnings per share |
$ |
0.65 |
$ |
1.30 |
$ |
2.61 |
$ |
3.98 |
||||||||
|
Diluted - |
||||||||||||||||
|
Continuing operations |
$ |
0.65 |
$ |
1.30 |
$ |
0.36 |
$ |
3.83 |
||||||||
|
Discontinued operations |
— |
(.02) |
2.24 |
.13 |
||||||||||||
|
Diluted earnings per share |
$ |
0.65 |
$ |
1.28 |
$ |
2.60 |
$ |
3.96 |
||||||||
|
Shares used in computing earnings per common share: |
||||||||||||||||
|
Basic |
192 |
196 |
192 |
204 |
||||||||||||
|
Diluted |
193 |
198 |
193 |
205 |
||||||||||||
|
Cameron Consolidated Condensed Balance Sheets ($ millions) | ||||||||
|
December 31, 2015 |
December 31, 2014 | |||||||
|
(unaudited) |
||||||||
|
ASSETS |
||||||||
|
Cash and cash equivalents |
$ |
1,775 |
$ |
1,513 |
||||
|
Short-term investments |
584 |
113 |
||||||
|
Receivables, net |
1,964 |
2,389 |
||||||
|
Inventories, net |
2,360 |
2,929 |
||||||
|
Other current assets |
333 |
391 |
||||||
|
Assets held for sale |
102 |
217 |
||||||
|
Total current assets |
7,118 |
7,552 |
||||||
|
Plant and equipment, net |
1,717 |
1,964 |
||||||
|
Goodwill |
1,764 |
2,461 |
||||||
|
Intangibles, net |
582 |
728 |
||||||
|
Other assets |
319 |
187 |
||||||
|
Total assets |
$ |
11,500 |
$ |
12,892 |
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
|
Short-term debt |
$ |
284 |
$ |
263 |
||||
|
Accounts payable and accrued liabilities |
2,793 |
3,748 |
||||||
|
Accrued income taxes |
127 |
168 |
||||||
|
Liabilities held for sale |
2 |
90 |
||||||
|
Total current liabilities |
3,206 |
4,269 |
||||||
|
Long-term debt |
2,542 |
2,819 |
||||||
|
Deferred income taxes |
212 |
193 |
||||||
|
Other long-term liabilities |
150 |
167 |
||||||
|
Total liabilities |
6,110 |
7,448 |
||||||
|
Stockholders' equity: |
||||||||
|
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at December 31, 2015 and 2014 |
3 |
3 |
||||||
|
Capital in excess of par value |
3,265 |
3,255 |
||||||
|
Retained earnings |
6,132 |
5,631 |
||||||
|
Accumulated other elements of comprehensive income (loss) |
(877) |
(540) |
||||||
|
Less: Treasury stock at cost, 71,931,558 shares at December 31, 2015 and 68,139,027 shares at December 31, 2014 |
(3,969) |
(3,794) |
||||||
|
Total Cameron stockholders' equity |
4,554 |
4,555 |
||||||
|
Noncontrolling interests |
836 |
889 |
||||||
|
Total equity |
5,390 |
5,444 |
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
11,500 |
$ |
12,892 |
||||
|
Cameron Unaudited Consolidated Condensed Statements of Cash Flows ($ millions) | ||||||||||||||||
|
Three months ended December 31, |
Twelve months ended December 31, | |||||||||||||||
|
2015 |
2014 |
2015 |
2014 | |||||||||||||
|
Cash flows from operating activities: |
||||||||||||||||
|
Net income |
$ |
149 |
$ |
262 |
$ |
568 |
$ |
848 |
||||||||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||
|
Asset impairment and other charges |
68 |
— |
654 |
44 |
||||||||||||
|
Pre-tax gain on sale of compression businesses |
— |
— |
(681) |
(95) |
||||||||||||
|
Depreciation |
67 |
78 |
293 |
296 |
||||||||||||
|
Amortization |
11 |
15 |
49 |
64 |
||||||||||||
|
Non-cash stock compensation expense |
14 |
11 |
49 |
54 |
||||||||||||
|
Gain from remeasurement of prior interest in equity method investment |
— |
— |
— |
(8) |
||||||||||||
|
Deferred income taxes and tax benefit of stock compensation plan transactions |
17 |
(8) |
(50) |
(48) |
||||||||||||
|
Changes in assets and liabilities, net of translation, and non-cash items: |
||||||||||||||||
|
Receivables |
145 |
124 |
390 |
166 |
||||||||||||
|
Inventories |
256 |
139 |
362 |
(144) |
||||||||||||
|
Accounts payable and accrued liabilities |
(43) |
274 |
(913) |
(17) |
||||||||||||
|
Other assets and liabilities, net |
(187) |
43 |
(13) |
33 |
||||||||||||
|
Net cash provided by operating activities |
497 |
938 |
708 |
1,193 |
||||||||||||
|
Cash flows from investing activities: |
||||||||||||||||
|
Proceeds from sales and maturities of short-term investments |
249 |
24 |
923 |
65 |
||||||||||||
|
Purchases of short-term investments |
(512) |
(22) |
(1,394) |
(137) |
||||||||||||
|
Capital expenditures |
(95) |
(126) |
(285) |
(385) |
||||||||||||
|
Net proceeds received from sale of compression businesses, net |
— |
— |
831 |
547 |
||||||||||||
|
Other dispositions (acquisitions), net |
— |
— |
— |
(7) |
||||||||||||
|
Proceeds from sales of plant and equipment |
3 |
2 |
14 |
13 |
||||||||||||
|
Net cash provided by (used for) investing activities |
(355) |
(122) |
89 |
96 |
||||||||||||
|
Cash flows from financing activities: |
||||||||||||||||
|
Issuance of senior debt |
— |
— |
— |
500 |
||||||||||||
|
Debt issuance costs |
— |
— |
— |
(4) |
||||||||||||
|
Early retirement of senior notes |
— |
— |
— |
(253) |
||||||||||||
|
Short-term loan borrowings (repayments), net |
(2) |
(138) |
(222) |
(34) |
||||||||||||
|
Purchase of treasury stock |
— |
(191) |
(240) |
(1,747) |
||||||||||||
|
Contributions from (distributions to) noncontrolling interest owners |
— |
(2) |
(3) |
(42) |
||||||||||||
|
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions |
15 |
1 |
20 |
40 |
||||||||||||
|
Excess tax benefits from stock compensation plan transactions |
1 |
— |
2 |
6 |
||||||||||||
|
Principal payments on capital leases |
(3) |
(5) |
(18) |
(20) |
||||||||||||
|
Net cash used for financing activities |
11 |
(335) |
(461) |
(1,554) |
||||||||||||
|
Effect of translation on cash |
(5) |
(26) |
(74) |
(35) |
||||||||||||
|
Increase (decrease) in cash and cash equivalents |
148 |
455 |
262 |
(300) |
||||||||||||
|
Cash and cash equivalents, beginning of year |
1,627 |
1,053 |
1,513 |
1,813 |
||||||||||||
|
Cash and cash equivalents, end of year |
$ |
1,775 |
$ |
1,513 |
$ |
1,775 |
$ |
1,513 |
||||||||
|
Cameron Unaudited Supplemental Segment Financial Data ($ millions) | ||||||||||||||||
|
Three months ended December 31, |
Twelve months ended December 31, | |||||||||||||||
|
2015 |
2014 |
2015 |
2014 | |||||||||||||
|
Revenues: |
||||||||||||||||
|
Subsea |
$ |
706 |
$ |
872 |
$ |
2,753 |
$ |
3,067 |
||||||||
|
Surface |
458 |
660 |
1,957 |
2,411 |
||||||||||||
|
Drilling |
590 |
816 |
2,708 |
3,049 |
||||||||||||
|
Valves and Measurement (V&M) |
363 |
528 |
1,548 |
2,125 |
||||||||||||
|
Elimination of intersegment revenues |
(38) |
(72) |
(184) |
(271) |
||||||||||||
|
Consolidated revenues |
$ |
2,079 |
$ |
2,804 |
$ |
8,782 |
$ |
10,381 |
||||||||
|
Segment operating income before interest and income taxes: |
||||||||||||||||
|
Subsea |
$ |
163 |
$ |
88 |
$ |
407 |
$ |
207 |
||||||||
|
Surface |
54 |
123 |
264 |
427 |
||||||||||||
|
Drilling |
128 |
151 |
528 |
474 |
||||||||||||
|
V&M |
30 |
81 |
177 |
393 |
||||||||||||
|
Elimination of intersegment earnings |
(4) |
(21) |
(36) |
(74) |
||||||||||||
|
Segment operating income before interest and income taxes |
371 |
422 |
1,340 |
1,427 |
||||||||||||
|
Corporate items: |
||||||||||||||||
|
Corporate expenses |
(34) |
(35) |
(108) |
(145) |
||||||||||||
|
Interest, net |
(33) |
(31) |
(138) |
(129) |
||||||||||||
|
Other costs, net |
(115) |
(11) |
(773) |
(73) |
||||||||||||
|
Consolidated income from continuing operations before income taxes |
$ |
189 |
$ |
345 |
$ |
321 |
$ |
1,080 |
||||||||
|
Orders: |
||||||||||||||||
|
Subsea |
$ |
656 |
$ |
518 |
$ |
2,228 |
$ |
2,356 |
||||||||
|
Surface |
396 |
560 |
1,770 |
2,480 |
||||||||||||
|
Drilling |
169 |
419 |
1,107 |
2,449 |
||||||||||||
|
V&M |
315 |
509 |
1,418 |
2,091 |
||||||||||||
|
Consolidated orders |
$ |
1,536 |
$ |
2,006 |
$ |
6,523 |
$ |
9,376 |
||||||||
|
December 31, |
December 31, | |||||||
|
Backlog (at end of period): |
2015 |
2014 | ||||||
|
Subsea |
$ |
3,421 |
$ |
4,263 |
||||
|
Surface |
884 |
1,025 |
||||||
|
Drilling |
1,611 |
3,327 |
||||||
|
V&M |
701 |
921 |
||||||
|
Consolidated backlog |
$ |
6,617 |
$ |
9,536 |
||||
|
Cameron Reconciliation of GAAP to Non-GAAP Financial Information ($ millions, except per share amounts) | ||||||||
|
Three Months Ended December 31, 2015 | ||||||||
|
After Tax |
Diluted EPS(1) | |||||||
|
Net income attributable to Cameron from continuing operations |
$ |
125 |
$ |
0.65 |
||||
|
Adjustments: |
||||||||
|
Asset charges & loss on disposal of assets |
50 |
|||||||
|
Facility closures & severance |
32 |
|||||||
|
All other |
1 |
|||||||
|
Net income attributable to Cameron, excluding charges |
$ |
208 |
$ |
1.08 |
||||
|
(1) Based on 193 million diluted shares |
|
Three Months Ended December 31, 2014 | ||||||||
|
After Tax |
Diluted EPS(1) | |||||||
|
Net income attributable to Cameron from continuing operations |
$ |
258 |
$ |
1.30 |
||||
|
Adjustments: |
||||||||
|
Asset charges & loss on disposal of assets |
1 |
|||||||
|
Facilities closures and severance |
3 |
|||||||
|
All other |
4 |
|||||||
|
Net income attributable to Cameron, excluding charges |
$ |
266 |
$ |
1.34 |
||||
|
(1) Based on 198 million diluted shares |
|
Cameron Reconciliation of GAAP to Non-GAAP Financial Information ($ millions, except per share amounts) | ||||||||
|
Twelve months ended December 31, 2015 | ||||||||
|
After Tax |
Diluted EPS(1) | |||||||
|
Net income attributable to Cameron from continuing operations |
$ |
70 |
$ |
0.36 |
||||
|
Adjustments: |
||||||||
|
Asset charges and loss on disposal of assets |
616 |
|||||||
|
Facility closures and severance |
63 |
|||||||
|
All other |
23 |
|||||||
|
Net income attributable to Cameron, excluding charges |
$ |
772 |
$ |
4.00 |
||||
|
(1) Based on 193 million diluted shares |
|
Twelve months ended December 31, 2014 | ||||||||
|
After Tax |
Diluted EPS(1) | |||||||
|
Net income attributable to Cameron from continuing operations |
$ |
785 |
$ |
3.83 |
||||
|
Adjustments: |
||||||||
|
Asset charges and loss on disposal of assets |
52 |
|||||||
|
Facility closures, severance, and restructuring |
10 |
|||||||
|
All other |
2 |
|||||||
|
Net income attributable to Cameron, excluding charges |
$ |
849 |
$ |
4.14 |
||||
|
(1) Based on 205 million diluted shares |
SOURCE Cameron
Article Date
1/28/2016Projects & Assets
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