|
R
|
ANNUAL REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31,
2007
|
|
£
|
TRANSITION REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
76-0451843
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
1333
West Loop South
|
|
Suite
1700
|
|
Houston,
Texas
|
77027
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Title of Each
Class
|
Name of Each Exchange
on Which Registered
|
Common
Stock, Par Value $0.01 Per Share
|
New
York Stock Exchange
|
Junior
Participating Preferred Stock
|
New
York Stock Exchange
|
Purchase
Rights
|
|
Par
Value $0.01 Per Share
|
ITEM
|
PAGE
|
|
PART
I
|
||
1.
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3
|
|
4
|
||
7
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||
8
|
||
9
|
||
10
|
||
10
|
||
10
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||
11
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||
12
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||
13
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||
1A.
|
13
|
|
1B.
|
13
|
|
2.
|
13
|
|
3.
|
14
|
|
4.
|
16
|
|
5.
|
16
|
|
6.
|
17
|
|
7.
|
18
|
|
7A.
|
18
|
|
8.
|
18
|
|
9.
|
18
|
|
9A.
|
18
|
|
9B.
|
19
|
|
10
|
19
|
|
11.
|
19
|
|
12.
|
19
|
|
13.
|
20
|
|
14.
|
20
|
|
15.
|
20
|
|
26
|
Name
and Age
|
Present Principal Position and
Other Material Positions Held During Last Five
Years
|
Sheldon
R. Erikson (66)
|
Chief
Executive Officer since January 1995. President from January 1995 to
December 2006. Chairman of the Board of Directors since May 1996. Chairman
of the Board from 1988 to April 1995 and President and Chief Executive
Officer from 1987 to April 1995 of The Western Company of North
America.
|
Jack
B. Moore (54)
|
President
and Chief Operating Officer since January 2007. Senior Vice President
since July 2005. Vice President from May 2003 to July 2005. President,
Drilling and Production Systems from July 2002 to December 2006. Vice
President and General Manager, Cameron Western Hemisphere from July 1999
to July 2002. Vice President Western Hemisphere Operations, Vice President
Eastern Hemisphere, Vice President Latin American Operations, Director
Human Resources, Director Market Research and Director Materials of Baker
Hughes Incorporated from 1976 to July 1999.
|
Franklin
Myers (55)
|
Senior
Vice President and Chief Financial Officer since January 2003. Senior Vice
President from July 2001 to January 2003, Senior Vice President and
President of the Cooper Energy Services division from August 1998 to July
2001 and Senior Vice President, General Counsel and Secretary from April
1995 to July 1999.
|
John
D. Carne (59)
|
Senior
Vice President since February 2006. Vice President from May 2003 to
February 2006. President, Drilling and Production Systems since January
2007. President, Valves and Measurement from April 2002 to December 2006.
Director of Operations, Eastern Hemisphere, Cameron Division from 1999 to
March 2002. Plant Manager, Leeds, England, Cameron Division from 1996 to
1999. Director of Operations, U.K. & Norway, Cooper Energy Services
(U.K.) Ltd. from 1988 to 1996.
|
William
C. Lemmer (63)
|
Senior
Vice President, General Counsel and Secretary since July 2007. Vice
President, General Counsel and Secretary from July 1999 to July 2007. Vice
President, General Counsel and Secretary of Oryx Energy Company from 1994
to March 1999.
|
Joseph
H. Mongrain (50)
|
Vice
President, Human Resources since June 2006. Director Human Resources,
Schlumberger, Data and Consulting from May 2004 to May 2006 and Director,
Human Resources, Schlumberger, North and South America from January 2001
to April 2004.
|
Lorne
E. Phillips (36)
|
Vice
President and Treasurer since December 2006. Treasurer from July 2005 to
December 2006. General Manager, Canadian Operations from March 2003 to
July 2005, Vice President, Marketing and M & A for Cameron’s Valves
& Measurement group from June 2002 to March 2003 and Manager, Business
Development from July 1999 to June 2002.
|
Robert
J. Rajeski (62)
|
Vice
President since July 2000. President, Compression Systems since October
2002. President, Cooper Turbocompressor division from July 1999 to October
2002 and President, Cooper Energy Services division from July 2001 to
October 2002. Vice President and General Manager of Ingersoll-Dresser Pump
Co., Engineered Pump division from 1994 to July 1999.
|
Charles
M. Sledge (42)
|
Vice
President and Corporate Controller since July 2001. Senior Vice President,
Finance and Treasurer from 1999 to June 2001, and Vice President,
Controller from 1996 to 1999, of Stage Stores, Inc., a chain of family
apparel stores.
|
James
E. Wright (54)
|
Vice
President and President, Valves and Measurement group since January 2007.
President, Distributed and Process Valves divisions from December 2005 to
December 2006. Vice President and General Manager, Distributed Products
from August 2002 to December 2005. Vice President and General Manager,
North America Pipeline and Distributor Products from June 2001 to August
2002 and Vice President Marketing and North American Sales for V&M
from August 1998 to June 2001.
|
Western Hemisphere
|
Eastern
Hemisphere
|
Asia/Pacific
and
Middle
East
|
West
Africa
|
Total
|
||||||||||||||||
DPS
and V&M
|
127 | 34 | 43 | 12 | 216 | |||||||||||||||
CS
|
16 | 3 | 2 | — | 21 | |||||||||||||||
Corporate
|
1 | 2 | — | — | 3 | |||||||||||||||
144 | 39 | 45 | 12 | 240 |
|
For
|
Against
|
Abstaining /Withheld | |||||
Increase
the number of authorized shares of common stock to
400,000,000
|
87,080,658
|
10,987,871
|
124,077
|
Price
Range ($)
|
||||||||||||
High
|
Low
|
Last
|
||||||||||
2007
|
||||||||||||
First
Quarter
|
$ |
32.01
|
$ |
24.30
|
$ |
31.40
|
||||||
Second
Quarter
|
37.21
|
31.29
|
35.74
|
|||||||||
Third
Quarter
|
47.95
|
35.03
|
46.15
|
|||||||||
Fourth
Quarter
|
53.83
|
42.76
|
48.13
|
|
Price
Range ($)
|
|||||||||||
High
|
Low
|
Last
|
||||||||||
2006
|
||||||||||||
First
Quarter
|
$ |
25.30
|
$ |
19.04
|
$ |
22.04
|
||||||
Second
Quarter
|
28.04
|
21.05
|
23.89
|
|||||||||
Third
Quarter
|
26.03
|
21.39
|
24.16
|
|||||||||
Fourth
Quarter
|
28.90
|
22.30
|
26.52
|
Period
|
Total number of shares purchased
|
Average price paid per
share
|
Total number of shares
purchased as part of all repurchase programs
(a)
|
Maximum number of shares that
may yet be purchased under all
repurchase programs
(b)
|
10/1/07
- 10/31/07
|
—
|
$ —
|
17,328,627
|
5,217,917
|
11/1/07
- 11/30/07
|
—
|
$ —
|
17,328,627
|
5,309,742
|
12/1/07
- 12/31/07
|
1,250,000
|
$
47.48
|
18,578,627
|
3,991,604
|
Total
|
1,250,000
|
$
47.48
|
18,578,627
|
3,991,604
|
|
(a) The following documents are
filed as part of this Report:
|
|
(1) Financial Statements:
|
|
(2) Financial Statement
Schedules:
|
/s/
Ernst & Young LLP
|
||
Additions
|
|
||||||||||||||||
|
Balance
at beginning
of
period
|
|
Charged
to costs
and
expenses
|
Charged
to
other
accounts
|
|
Deductions
(a)
|
|
Translation
|
Balance at end of
period
|
||||||||
YEAR
ENDED DECEMBER 31, 2007:
|
|||||||||||||||||
Allowance
for doubtful accounts
|
$
|
7,303
|
$
|
3,180
|
$
|
(1,562
|
)
|
$
|
(889
|
)
|
$
|
212
|
$
|
8,244
|
|||
Allowance
for obsolete and excess inventory
|
$
|
44,223
|
$
|
13,361
|
$
|
3,512
|
$
|
(13,396
|
)
|
$
|
2,355
|
$
|
50,055
|
||||
YEAR
ENDED DECEMBER 31, 2006:
|
|||||||||||||||||
Allowance
for doubtful accounts
|
$
|
9,775
|
$
|
2,082
|
$
|
(149
|
)
|
$
|
(3,495
|
)
|
$
|
(910
|
)
|
$
|
7,303 | ||
Allowance
for obsolete and excess inventory
|
$
|
48,305
|
$
|
10,760
|
$
|
858
|
$
|
(17,879
|
)
|
$
|
2
,179
|
$
|
44,223
|
||||
YEAR
ENDED DECEMBER 31, 2005:
|
|||||||||||||||||
Allowance
for doubtful accounts
|
$
|
4,513
|
$
|
1,583
|
$
|
4,556
|
$
|
(874
|
)
|
$
|
(3
|
)
|
$
|
9,775
|
|||
Allowance
for obsolete and excess inventory
|
$
|
47,778
|
$
|
21,971
|
$
|
7
,755
|
$
|
(28,084
|
)
|
$
|
(1,115
|
)
|
$
|
48,305
|
(3) Exhibits:
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Cameron International
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration
Statement on Form S-8 filed on July 25, 2005 (Commission File No.
33-94948), and incorporated herein by reference.
|
3.2
|
Certificate
of Amendment to the Restated Certificate of Incorporation of Cameron
International Corporation, filed as Exhibit 4.3 to the Registration
Statement on Form S-8 filed on May 19, 1998 (Commission File No.
333-57995), and incorporated herein by reference.
|
3.3
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Cameron International Corporation, dated May 5, 2006 (incorporated by
reference, filed as Exhibit 3.1 to the Form 8-K filed on May 9,
2006).
|
3.4
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Cameron International Corporation, dated December 11, 2007, filed as
Exhibit 3.1 to the Current Report on Form 8-K filed December 10, 2007, and
incorporated herein by reference.
|
3.5
|
Second
Amended and Restated Bylaws of the Company, filed as Exhibit 3.3 to the
Annual Report on Form 10-K for 2002 of the Company, and incorporated
herein by reference.
|
3.6*
|
First
Amendment to Second Amended and Restated Bylaws of the Company, effective
February 21, 2008.
|
3.7
|
Certificate
of Elimination with Respect to Series A Junior Participating Preferred
Stock, filed as Exhibit 3.1 to the Current Report on Form 8-K filed
December 18, 2007, and incorporated herein by
reference.
|
4.1
|
Form
of Rights Agreement, dated as of October 1, 2007, between Cameron
International Corporation and Computershare Trust Company, N.A., as Rights
Agent, filed as Exhibit 4.1 to the Company’s Form 8-A filed on October 3,
2007, and incorporated herein by reference.
|
4.2
|
Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on
May 4, 1998 (Registration Statement No. 333-51705), and incorporated
herein by reference.
|
10.1
|
The
Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the
Registration Statement on Form S-8 of the Company (Commission File No.
333-46638), and incorporated herein by reference.
|
10.2
|
First
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC
on May 29, 2001 (File No. 333-61820), and incorporated herein by
reference.
|
10.3
|
Second
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC
on February 4, 2002 (File No. 333-82082), and incorporated herein by
reference.
|
10.4
|
Third
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC
on February 4, 2002 (File No. 333-82082), and incorporated herein by
reference.
|
10.5
|
Fourth
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 10.6 to the Annual Report on Form 10-K for 2002 of the Company,
and incorporated herein by reference.
|
10.6
|
Cameron
International Corporation Retirement Savings Plan, as Amended and
Restated, effective May 1, 2003, filed as Exhibit 10.8 to the Annual
Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
10.7
|
First
through Third Amendments to the Cameron International Corporation
Retirement Savings Plan, filed as Exhibit 10.9 to the Annual Report on
Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
10.8
|
Fourth
and Fifth Amendments to the Cameron International Corporation Retirement
Savings Plan, filed as Exhibit 10.8 to the Annual Report on Form 10-K for
2005 of the Company, and incorporated herein by
reference.
|
10.9
|
Merger
of the Petreco International, Inc. 401(k) Profit Sharing Plan with and
into the Cameron International Corporation Retirement Savings Plan, filed
as Exhibit 10.10 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
|
10.10
|
Merger
of the Company's Savings-Investment Plan for Hourly Employees with and
into the Cameron International Corporation Retirement Savings Plan, filed
as Exhibit 10.11 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
|
10.11
|
Amendment
to the NuFlo Technologies, Inc. 401(K) Plan and Merger of the NuFlo
Technologies, Inc. 401(K) Plan with and into the Cameron International
Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual
Report on Form 10-K for 2005 of the Company, and incorporated herein by
reference.
|
10.12
|
The
Company's 2005 Equity Incentive Plan, incorporated by reference to the
Company's Proxy Statement for the Annual Meeting of Stockholders held on
May 5, 2005.
|
10.13
|
First
Amendment to the Company's 2005 Equity Incentive Plan, filed as Exhibit
10.13 to the Annual Report on Form 10-K for 2005 of the Company, and
incorporated herein by reference.
|
10.14
|
The
Company's Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4
to the Registration Statement on Form S-4 of the Company (Commission File
No. 33-90288), and incorporated herein by reference.
|
10.15
|
First
Amendment to Cameron International Corporation Supplemental Excess Defined
Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to
the Annual Report on Form 10-K for 1996 of the Company, and incorporated
herein by reference.
|
10.16
|
The
Company's 2003 Supplemental Excess Defined Contribution Plan, filed as
Exhibit 4.13 to the Registration Statement on Form S-8 filed with the SEC
on June 18, 2003, of the Company (Commission File No. 333-106225), and
incorporated herein by reference.
|
10.17
|
First
Amendment to Cameron International Corporation 2003 Supplemental Excess
Defined Contribution Plan filed as Exhibit 4.14 to the Registration
Statement on Form S-8, filed with the SEC on June 18, 2003, of the Company
(Commission File No. 333-106225), and incorporated herein by
reference.
|
10.18
|
Employment
Agreement by and between Franklin Myers and the Company, effective as of
September 1, 1999, filed as Exhibit 10.18 to the Annual Report on Form
10-K for 1999 of the Company, and incorporated herein by
reference.
|
10.19
|
Amendment
to the Employment Agreement between the Company and Franklin Myers, dated
August 16, 2004, filed as Exhibit 10.47 to the Annual Report on Form 10-K
for 2004 of the Company, and incorporated herein by
reference.
|
10.20*
|
Form
of Change of Control Agreement, effective August 13, 2007, by and between
the Company and William C. Lemmer.
|
10.21*
|
Form
of Change of Control Agreements, effective December 19, 2007, by and
between the Company and Scott Amann, John D. Carne, Jack B. Moore, Charles
M. Sledge, and Robert J. Rajeski.
|
10.22
|
Form
of Change in Control Agreement, effective October 10, 2002, by and between
the Company and Charles M. Sledge, filed as Exhibit 10.23 to the Annual
Report on Form 10-K for 2002 of the Company, and incorporated herein by
reference.
|
10.23
|
Amended
and Restated Management Incentive Compensation Plan of the Company,
incorporated herein by reference to the Company 2005 Proxy Statement for
the Annual Meeting of Stockholders held on May 5, 2005.
|
10.24
|
Change
in Control Policy of the Company, approved February 19, 1996, filed as
Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company,
and incorporated herein by reference.
|
10.25
|
Form
of Executive Severance Program of the Company, effective July 1, 2000, and
reissued January 1, 2004, filed as Exhibit 10.29 to the Annual Report on
Form 10-K for 2005 of the Company, and incorporated herein by
reference.
|
10.26
|
Credit
Agreement, dated as of October 12, 2005, among the Company and certain of
its subsidiaries and the banks named therein and JPMorgan Chase Bank,
N.A., as agent, filed as Exhibit 10.1 to the Current Report on Form 8-K
dated October 12, 2005, of the Company, and incorporated herein by
reference.
|
10.27
|
Individual
Account Retirement Plan for Bargaining Unit Employees at the Company's
Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-57991), incorporated herein by
reference.
|
10.28
|
First
through Eighth Amendments to the Individual Account Retirement Plan for
Bargaining Unit Employees at the Company's Buffalo, New York Plant, filed
as Exhibit 10.36 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
|
10.29
|
Ninth
Amendment to the Individual Account Retirement Plan for Bargaining Unit
Employees at the Cameron International Corporation Buffalo, New York
Plant, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2005
of the Company, and incorporated herein by reference.
|
10.30
|
Form
of Indemnification Agreement, effective February 20, 2003, by and between
the Company and Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson,
Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit
10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and
incorporated herein by reference.
|
10.31
|
Form
of Indemnification Agreement, effective February 20, 2003, by and between
the Company and Mr. Jeff Altamari, Mr. Steve P. Beatty, Mr. John Carne,
Mr. Hal Goldie, Mr. William C. Lemmer, Mr. Jack B. Moore, Mr. Franklin
Myers, Mr. Robert Rajeski, Mr. Charles M. Sledge, and Mr. Rick Steans,
filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the
Company, and incorporated herein by reference.
|
10.32
|
Form
of Stock Option Agreement for grants dated November 22, 2004, under the
Company's Long-Term Incentive Plan, filed as an exhibit to a Form 8-K
filed on January 18, 2005, and incorporated herein by
reference.
|
10.33
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on
January 1, 2005, filed as Exhibit 10.50 to the Annual Report on Form 10-K
for 2004 of the Company, and incorporated herein by
reference.
|
10.34
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on
January 1, 2006, filed as Exhibit 10.39 to the Annual Report on Form 10-K
for 2005 of the Company, and incorporated herein by
reference.
|
10.35
|
Form
of Stock Option Agreement for grants dated November 22, 2004, under the
Company's Long-Term Incentive Plan, filed as an exhibit to a Form 8-K
filed on January 18, 2005, and incorporated herein by
reference.
|
10.36
|
The
Company's Deferred Compensation Plan for Non-Employee Directors, filed as
Exhibit 10.41 to the Annual Report on Form 10-K for 2005 of the Company,
and incorporated herein by reference.
|
10.37
|
The
Company's Long-Term Incentive Plan, as Amended and Restated as of November
2002, incorporated by reference to the Company's Proxy Statement for the
Annual Meeting of Stockholders held on May 8, 2003.
|
10.38
|
Sixth
Amendment to the Company's Long-Term Incentive Plan, as Amended and
Restated as of November 2002, incorporated by reference to the Company's
Proxy Statement for the annual meeting of Stockholders held on May 8,
2003.
|
10.39
|
Seventh
Amendment to the Company's Long-Term Incentive Plan, filed as Exhibit
10.44 to the Annual Report on Form 10-K for 2004 of the Company, and
incorporated herein by reference.
|
10.40
|
The
Company's Second Amended and Restated 1995 Stock Option Plan for
Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787),
incorporated herein by
reference.
|
10.41
|
First
Amendment to the Company's Second Amended and Restated 1995 Stock Option
Plan for Non-Employee Directors, filed as Exhibit 10.43 to the Annual
Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
10.42
|
Form
of Stock Option Agreement for stock options granted on November 10, 2005,
filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2005 of the
Company, and incorporated herein by reference.
|
10.43
|
Third
Amendment to the Company's 2005 Equity Incentive Plan, filed as
Exhibit "A" of the Cameron International Corporation 2006 Proxy
Statement.
|
10.44
|
Fourth
Amendment to the Company's 2005 Equity Incentive Plan filed as Exhibit
10.49 to the Annual Report on Form 10-K for 2006 of the Company, and
incorporated herein by reference.
|
10.45
|
Change
of Control Agreement, dated August 10, 2006, by and between Joseph H.
Mongrain and Cameron International Corporation filed as Exhibit 10.50 to
the Annual Report on Form 10-K for 2006 of the Company, and incorporated
herein by reference.
|
13.1*
|
Portions
of the 2007 Annual Report to Stockholders are included as an exhibit to
this report.
|
14.1
|
Code
of Business Conduct and Ethics for Directors incorporated by reference to
the Company's Proxy Statement for the annual meeting of Stockholders held
on May 8, 2003.
|
14.2
|
Code
of Ethics for Management Personnel, filed as Exhibit 14.2 to the Annual
Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
14.3
|
Standards
of Conduct, filed as Exhibit 14.3 to the Annual Report on Form 10-K for
2004 of the Company, and incorporated herein by
reference.
|
21.1*
|
Subsidiaries
of registrant.
|
23.1*
|
Consent
of Independent Registered Public Accounting Firm.
|
31.1*
|
Certification.
|
31.2*
|
Certification.
|
32.1*
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
|
CAMERON
INTERNATIONAL CORPORATION
|
||
Registrant
|
||
By:
|
/s/ Charles M. Sledge
|
|
(Charles M. Sledge)
|
||
Vice
President and Corporate Controller
|
||
(Principal
Accounting Officer)
|
||
Date: February 28, 2008
|
Signature
|
Title
|
/s/
Nathan M. Avery
|
|
(Nathan
M. Avery)
|
Director
|
/s/
C. Baker Cunningham
|
|
(C.
Baker Cunningham)
|
Director
|
/s/
Sheldon R. Erikson
|
Chairman
and Chief Executive Officer
|
(Sheldon
R. Erikson)
|
(principal
executive officer)
|
/s/
Peter J. Fluor
|
|
(Peter
J. Fluor)
|
Director
|
/s/
Jack B. Moore
|
|
(Jack
B. Moore)
|
President
and Chief Operating Officer
|
/s/
Michael E. Patrick
|
|
(Michael
E. Patrick)
|
Director
|
/s/
David Ross III
|
|
(David
Ross III)
|
Director
|
/s/
Bruce W. Wilkinson
|
|
(Bruce
W. Wilkinson)
|
Director
|
/s/
Franklin Myers
|
Senior
Vice President and Chief Financial Officer
|
(Franklin
Myers)
|
(
principal financial
officer)
|
Exhibit
Number
|
Description
|
Sequential
Page Number
|
3.1
|
Amended
and Restated Certificate of Incorporation of Cameron International
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration
Statement on Form S-8 filed on July 25, 2005 (Commission File No.
33-94948), and incorporated herein by reference.
|
|
3.2
|
Certificate
of Amendment to the Restated Certificate of Incorporation of Cameron
International Corporation, filed as Exhibit 4.3 to the Registration
Statement on Form S-8 filed on May 19, 1998 (Commission File No.
333-57995), and incorporated herein by reference.
|
|
3.3
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Cameron International Corporation, dated May 5, 2006 (incorporated by
reference, filed as Exhibit 3.1 to the Form 8-K filed on May 9,
2006).
|
|
3.4
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Cameron International Corporation, dated December 11, 2007, filed as
Exhibit 3.1 to the Current Report on Form 8-K filed December 10, 2007, and
incorporated herein by reference.
|
|
3.5
|
Second
Amended and Restated Bylaws of the Company, filed as Exhibit 3.3 to the
Annual Report on Form 10-K for 2002 of the Company, and incorporated
herein by reference.
|
|
3.6*
|
First
Amendment to Second Amended and Restated Bylaws of the Company, effective
February 21, 2008.
|
|
3.7
|
Certificate
of Elimination with Respect to Series A Junior Participating
Preferred Stock, filed as Exhibit 3.1 to the Current Report on Form 8-K
filed December 18, 2007, and incorporated herein by
reference.
|
|
4.1
|
Form
of Rights Agreement, dated as of October 1, 2007, between Cameron
International Corporation and Computershare Trust Company, N.A., as Rights
Agent, filed as Exhibit 4.1 to the Company’s Form 8-A filed on October 3,
2007, and incorporated herein by reference.
|
|
4.2
|
Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on
May 4, 1998 (Registration Statement No. 333-51705), and incorporated
herein by reference.
|
|
10.1
|
The
Company's Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the
Registration Statement on Form S-8 of the Company (Commission File No.
333-46638), and incorporated herein by reference.
|
|
Exhibit
Number
|
Description
|
Sequential
Page Number
|
10.2
|
First
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC
on May 29, 2001 (File No. 333-61820), and incorporated herein by
reference.
|
|
10.3
|
Second
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC
on February 4, 2002 (File No. 333-82082), and incorporated herein by
reference.
|
|
10.4
|
Third
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC
on February 4, 2002 (File No. 333-82082), and incorporated herein by
reference.
|
|
10.5
|
Fourth
Amendment to the Company's Broad Based 2000 Incentive Plan, filed as
Exhibit 10.6 to the Annual Report on Form 10-K for 2002 of the Company,
and incorporated herein by reference.
|
|
10.6
|
Cameron
International Corporation Retirement Savings Plan, as Amended and
Restated, effective May 1, 2003, filed as Exhibit 10.8 to the Annual
Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
|
10.7
|
First
through Third Amendments to the Cameron International Corporation
Retirement Savings Plan, filed as Exhibit 10.9 to the Annual Report on
Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
|
10.8
|
Fourth
and Fifth Amendments to the Cameron International Corporation Retirement
Savings Plan, filed as Exhibit 10.8 to the Annual Report on Form 10-K for
2005 of the Company, and incorporated herein by reference.
|
|
10.9
|
Merger
of the Petreco International, Inc. 401(k) Profit Sharing Plan with and
into the Cameron International Corporation Retirement Savings Plan, filed
as Exhibit 10.10 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
|
|
10.10
|
Merger
of the Company's Savings-Investment Plan for Hourly Employees with and
into the Cameron International Corporation Retirement Savings Plan, filed
as Exhibit 10.11 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
|
|
10.11
|
Amendment
to the NuFlo Technologies, Inc. 401(K) Plan and Merger of the NuFlo
Technologies, Inc. 401(K) Plan with and into the Cameron International
Corporation Retirement Savings Plan, filed as Exhibit 10.11 to the Annual
Report on Form 10-K for 2005 of the Company, and incorporated herein by
reference.
|
|
10.12
|
The
Company's 2005 Equity Incentive Plan, incorporated by reference to the
Company's Proxy Statement for the Annual Meeting of Stockholders held on
May 5, 2005.
|
Exhibit
Number
|
Description
|
Sequential
Page Number
|
10.13
|
First
Amendment to the Company's 2005 Equity Incentive Plan, filed as Exhibit
10.13 to the Annual Report on Form 10-K for 2005 of the Company, and
incorporated herein by reference.
|
|
10.14
|
The
Company's Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4
to the Registration Statement on Form S-4 of the Company (Commission File
No. 33-90288), and incorporated herein by reference.
|
|
10.15
|
First
Amendment to Cameron International Corporation Supplemental Excess Defined
Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to
the Annual Report on Form 10-K for 1996 of the Company, and incorporated
herein by reference.
|
|
10.16
|
The
Company's 2003 Supplemental Excess Defined Contribution Plan, filed as
Exhibit 4.13 to the Registration Statement on Form S-8 filed with the SEC
on June 18, 2003, of the Company (Commission File No. 333-106225), and
incorporated herein by reference.
|
|
10.17
|
First
Amendment to Cameron International Corporation 2003 Supplemental Excess
Defined Contribution Plan filed as Exhibit 4.14 to the Registration
Statement on Form S-8, filed with the SEC on June 18, 2003, of the Company
(Commission File No. 333-106225), and incorporated herein by
reference.
|
|
10.18
|
Employment
Agreement by and between Franklin Myers and the Company, effective as of
September 1, 1999, filed as Exhibit 10.18 to the Annual Report on Form
10-K for 1999 of the Company, and incorporated herein by
reference.
|
|
10.19
|
Amendment
to the Employment Agreement between the Company and Franklin Myers, dated
August 16, 2004, filed as Exhibit 10.47 to the Annual Report on Form 10-K
for 2004 of the Company, and incorporated herein by
reference.
|
|
10.20*
|
Form
of Change of Control Agreement, effective August 13, 2007, by and between
the Company and William C. Lemmer.
|
|
10.21*
|
Form
of Change of Control Agreements, effective December 19, 2007, by and
between the Company and Scott Amann, John D. Carne, Jack B. Moore, Charles
M. Sledge, and Robert J. Rajeski.
|
|
10.22
|
Form
of Change in Control Agreement, effective October 10, 2002, by and between
the Company and Charles M. Sledge, filed as Exhibit 10.23 to the Annual
Report on Form 10-K for 2002 of the Company, and incorporated herein by
reference.
|
|
10.23
|
Amended
and Restated Management Incentive Compensation Plan of the Company,
incorporated herein by reference to the Company 2005 Proxy Statement for
the Annual Meeting of Stockholders held on May 5, 2005.
|
|
10.24
|
Change
in Control Policy of the Company, approved February 19, 1996, filed as
Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company,
and incorporated herein by reference.
|
Exhibit
Number
|
Description
|
Sequential
Page Number
|
10.25
|
Form
of Executive Severance Program of the Company, effective July 1, 2000, and
reissued January 1, 2004, filed as Exhibit 10.29 to the Annual Report on
Form 10-K for 2005 of the Company, and incorporated herein by
reference.
|
|
10.26
|
Credit
Agreement, dated as of October 12, 2005, among the Company and certain of
its subsidiaries and the banks named therein and JPMorgan Chase Bank,
N.A., as agent, filed as Exhibit 10.1 to the Current Report on Form 8-K
dated October 12, 2005, of the Company, and incorporated herein by
reference.
|
|
10.27
|
Individual
Account Retirement Plan for Bargaining Unit Employees at the Company's
Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration
Statement on Form S-8 (Registration No. 333-57991), incorporated herein by
reference.
|
|
10.28
|
First
through Eighth Amendments to the Individual Account Retirement Plan for
Bargaining Unit Employees at the Company's Buffalo, New York Plant, filed
as Exhibit 10.36 to the Annual Report on Form 10-K for 2004 of the
Company, and incorporated herein by reference.
|
|
10.29
|
Ninth
Amendment to the Individual Account Retirement Plan for Bargaining Unit
Employees at the Cameron International Corporation Buffalo, New York
Plant, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2005
of the Company, and incorporated herein by reference.
|
|
10.30
|
Form
of Indemnification Agreement, effective February 20, 2003, by and between
the Company and Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson,
Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit
10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and
incorporated herein by reference.
|
|
10.31
|
Form
of Indemnification Agreement, effective February 20, 2003, by and between
the Company and Mr. Jeff Altamari, Mr. Steve P. Beatty, Mr. John Carne,
Mr. Hal Goldie, Mr. William C. Lemmer, Mr. Jack B. Moore, Mr. Franklin
Myers, Mr. Robert Rajeski, Mr. Charles M. Sledge, and Mr. Rick Steans,
filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the
Company, and incorporated herein by reference.
|
|
10.32
|
Form
of Stock Option Agreement for grants dated November 22, 2004, under the
Company's Long-Term Incentive Plan, filed as an exhibit to a Form 8-K
filed on January 18, 2005, and incorporated herein by
reference.
|
|
10.33
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on
January 1, 2005, filed as Exhibit 10.50 to the Annual Report on Form 10-K
for 2004 of the Company, and incorporated herein by
reference.
|
|
10.34
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on
January 1, 2006, filed as Exhibit 10.39 to the Annual Report on Form 10-K
for 2005 of the Company, and incorporated herein by
reference.
|
Exhibit
Number
|
Description
|
Sequential
Page Number
|
10.35
|
Form
of Stock Option Agreement for grants dated November 22, 2004, under the
Company's Long-Term Incentive Plan, filed as an exhibit to a Form 8-K
filed on January 18, 2005, and incorporated herein by
reference.
|
|
10.36
|
The
Company's Deferred Compensation Plan for Non-Employee Directors, filed as
Exhibit 10.41 to the Annual Report on Form 10-K for 2005 of the Company,
and incorporated herein by reference.
|
|
10.37
|
The
Company's Long-Term Incentive Plan, as Amended and Restated as of November
2002, incorporated by reference to the Company's Proxy Statement for the
Annual Meeting of Stockholders held on May 8, 2003.
|
|
10.38
|
Sixth
Amendment to the Company's Long-Term Incentive Plan, as Amended and
Restated as of November 2002, incorporated by reference to the Company's
Proxy Statement for the annual meeting of Stockholders held on May 8,
2003.
|
|
10.39
|
Seventh
Amendment to the Company's Long-Term Incentive Plan, filed as Exhibit
10.44 to the Annual Report on Form 10-K for 2004 of the Company, and
incorporated herein by reference.
|
|
10.40
|
The
Company's Second Amended and Restated 1995 Stock Option Plan for
Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787),
incorporated herein by reference.
|
|
10.41
|
First
Amendment to the Company's Second Amended and Restated 1995 Stock Option
Plan for Non-Employee Directors, filed as Exhibit 10.43 to the Annual
Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
|
10.42
|
Form
of Stock Option Agreement for stock options granted on November 10, 2005,
filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2005 of the
Company, and incorporated herein by reference.
|
|
10.43
|
Third
Amendment to the Company's 2005 Equity Incentive Plan, filed as
Exhibit "A" of the Cameron International Corporation 2006 Proxy
Statement.
|
|
10.44
|
Fourth
Amendment to the Company's 2005 Equity Incentive Plan filed as Exhibit
10.49 to the Annual Report on Form 10-K for 2006 of the Company, and
incorporated herein by reference.
|
|
10.45
|
Change
of Control Agreement, dated August 10, 2006, by and between Joseph H.
Mongrain and Cameron International Corporation filed as Exhibit 10.50 to
the Annual Report on Form 10-K for 2006 of the Company, and incorporated
herein by reference.
|
|
Exhibit
Number
|
Description
|
Sequential
Page Number
|
13.1*
|
Portions
of the 2007 Annual Report to Stockholders are included as an exhibit to
this report.
|
|
14.1
|
Code
of Business Conduct and Ethics for Directors incorporated by reference to
the Company's Proxy Statement for the annual meeting of Stockholders held
on May 8, 2003.
|
|
14.2
|
Code
of Ethics for Management Personnel, filed as Exhibit 14.2 to the Annual
Report on Form 10-K for 2004 of the Company, and incorporated herein by
reference.
|
|
14.3
|
Standards
of Conduct, filed as Exhibit 14.3 to the Annual Report on Form 10-K for
2004 of the Company, and incorporated herein by reference.
|
|
21.1*
|
Subsidiaries
of registrant.
|
|
23.1*
|
Consent
of Independent Registered Public Accounting Firm.
|
|
31.1*
|
Certification.
|
|
31.2*
|
Certification.
|
|
32.1*
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|