form11-k.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

FORM 11-K 
ANNUAL REPORT 

     
þ
  
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007
OR 

     
o
  
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-13884 

     
   
A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below:
CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN

     
   
B. Name of issuer of the securities held pursuant to the Plan and the address of the principal executive office:
CAMERON INTERNATIONAL CORPORATION
1333 West Loop South, Suite 1700
Houston, Texas 77027

























 


 
Financial Statements and Supplemental Schedule
 
Cameron International Corporation Retirement Savings Plan
As of December 31, 2007 and 2006 and for the year ended December 31, 2007
 
 
 
Cameron International Corporation Retirement Savings Plan
 
Financial Statements and Supplemental Schedule
 
As of December 31, 2007 and 2006 and for the year ended December 31, 2007



 
  
   
Report of Independent Registered Public Accounting Firm –
Mir•Fox & Rodriguez, P.C
 
1
   
Audited Financial Statements
  
   
Statements of Net Assets Available for Benefits
2
Statement of Changes in Net Assets Available for Benefits
3
Notes to Financial Statements
4
   
Supplemental Schedule
  
   
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
16
   
Signature
17
Consent of Independent Registered Public Accounting Firm - Mir•Fox & Rodriguez, P.C.
 




Report of Independent Registered Public Accounting Firm
 
To Participants and Plans Administration Committee
Cameron International Corporation Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Cameron International Corporation Retirement Savings Plan (the “Plan”), as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the 2007 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Mir•Fox & Rodriguez, P.C.

Houston, Texas
June 25, 2008

1
 

 
Cameron International Corporation Retirement Savings Plan
 
Statements of Net Assets Available for Benefits
 
   
December 31,
  
   
2007
    
2006
  
             
Assets:
            
Employer contributions receivable
   $ 4,981,374     $ 3,775,084  
Employee contributions receivable
     3,432       —  
Investments:
                
Participant loans
     10,775,311       10,078,658  
Plan interest in the Cameron International Corporation Master Trust
     611,369,168       474,828,103  
Net assets reflecting all investments at fair value
     627,129,285       488,681,845  
                 
Adjustment from fair value to contract value for interest in Cameron International Corporation Master Trust relating to fully benefit-responsive investment contracts
     (1,180,979 )     681,804  
                 
Net assets available for benefits
   $ 625,948,306     $ 489,363,649  

The accompanying notes are an integral part of these statements.

2
 
Cameron International Corporation Retirement Savings Plan
 
Statement of Changes in Net Assets Available for Benefits
 
Year ended December 31, 2007
 
Additions:
      
Employer contributions
   $ 18,998,801  
Employee contributions
     28,375,357  
Rollovers
     9,289,701  
Interest from participant loans
     764,093  
Net investment gain from the Cameron International Corporation Master Trust
     123,429,168  
Total additions
     180,857,120  
         
Deductions:
        
Administrative fees
     (489,339 )
Benefits paid to participants
     (43,783,124 )
Total deductions
     (44,272,463 )
         
Net increase in net assets available for benefits
     136,584,657  
         
Net assets available for benefits at:
Beginning of year
     489,363,649  
End of year
   $ 625,948,306  
 
The accompanying notes are an integral part of these statements.

 
3

 
 
Cameron International Corporation Retirement Savings Plan
 
Notes to Financial Statements
 
December 31, 2007
 
1. Description of the Plan

Cameron International Corporation Retirement Savings Plan (the “Plan”), formerly the Cooper Cameron Corporation Retirement Savings Plan, is a contributory, defined contribution plan sponsored by Cameron International Corporation (the “Company”) with cash or deferred provisions as described in Section 401(k) of the Internal Revenue Code (“IRC”). All employees of the Company and its affiliated subsidiaries (except those covered by a collective bargaining agreement) that have adopted the Plan are eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Prior to May 1, 2003, Plan participants could elect to make pretax contributions of 1% to 16% of compensation. Effective May 1, 2003, the employee pretax contribution limit was increased from 16% to 20% of compensation. Effective January 1, 2006, the employee pretax contribution limit was increased from 20% to 50% of compensation. Through December 31, 2007, the Company matched 100% of the employee contributions up to a maximum of 3% and 50% of additional employee contributions between 3% and 6%. The Company does not provide a matching contribution for employee contributions in excess of 6%.

In June 2007, the Company communicated to employees and beneficiaries that it had elected to terminate the Cameron International Corporation Retirement Plan (the defined benefit plan) and replace the benefits offered under the defined benefit plan with enhanced benefits under the Plan. The defined benefit plan termination was effective December 31, 2007. Accordingly, effective January 1, 2008, the Company increased its matching contribution to the Plan to 100% of the first 6% of eligible employee contributions and provided an additional nondiscretionary retirement contribution equal to 3% of each eligible employee’s pay. Participants will continue to be 100% vested in all Company contributions.

Prior to June 1, 2004, the Company’s matching contributions consisted of shares of Company stock, which were invested in the Cameron International Stock Fund, formerly the Cooper Cameron Stock Fund. Effective June 1, 2004, the Company began making all matching contributions in cash which are allocated among the investment fund options that have been selected by each employee. Participants are 100% vested in the Company’s matching contributions. All participants, regardless of age, have an unrestricted ability to immediately reallocate their matching accounts between investment funds offered by the Plan.

In addition to the matching contributions, the Company, through December 31, 2007, made retirement contributions to specific employees of certain Participating Units as defined in the Plan who were hired prior to May 1, 2003. The retirement contributions were based on hours actively worked and specified contribution rates. Hours actively worked include overtime, holiday, and vacation hours, but excluded any other paid hours for absences during which no duties were performed. Participants who received retirement contributions from the Company and who had three or more years of service as of May 1, 2003, become 33% vested in those contributions after three years, 67% vested after four years and 100% vested after five years. Participants who received retirement contributions but who did not have three years of service as of May 1, 2003, become 100% vested in those contributions upon completion of five years of service (five-year cliff vesting). As a result of passage of the Pension Protection Act of 2006, all active participants in the Plan as of January 1, 2007, regardless of their years of service as of May 1, 2003, become 100% vested in their retirement contributions upon completion of three years of service (three-year cliff vesting). The Company’s retirement contributions are allocated among the fund options based on employee elections. Amounts which are forfeited due to termination of employment reduce the future retirement contributions of the Company. In 2007, forfeited nonvested accounts totaling $337,070 were used to reduce employer contributions.

4
 
1. Description of the Plan (continued)

Effective May 1, 2003, the Plan was amended to eliminate the retirement contribution feature of the Plan and to provide for a profit-sharing contribution equal to 2% of eligible compensation for all participants hired by the Company or any participating affiliate on or after May 1, 2003. The profit-sharing contributions, which become 100% vested following completion of five years of service, (three years of service, effective January 1, 2007), were to be made for each plan year in which the Company meets or exceeds its financial objectives, as established and determined at the sole discretion of the Company’s Board of Directors. For 2007, the Company approved a profit-sharing contribution in the amount of $3,344,380, which was made in 2008. For 2006, a profit sharing contribution in the amount of $2,404,582 was approved and was made in 2007.

Any participant who is receiving compensation other than severance pay from the Company and who has not had an outstanding loan from the Plan for at least one month may apply for a loan. Any loan granted to such a participant shall be deemed an investment made for such participant’s benefit and shall be held and reflected in the separate accounts of such participant as a charge against their account for the principal amount of the loan. The interest rate charged on the loan is a fixed rate for the term of the loan (maximum of five years) as determined by the Company in the year of issuance.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their retirement contributions.

More detailed information about the Plan, including the funding, vesting and benefit provisions, is contained in the Summary Plan Description. A copy of this pamphlet is available at the Company’s corporate office.
 
5

 
2. Significant Accounting Policies

Accounting Principles

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

As required by FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), the statements of net assets available for benefits present investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis in accordance with the FSP.

Employer matching and profit sharing contributions and employee contributions are recorded in the period in which the related employee services are rendered.

Benefit payments to participants are recorded upon distribution.
 
6

 
2. Significant Accounting Policies (continued)

Investments

The Plan’s investments are held in the Cameron International Corporation Master Trust (“Master Trust”). Nationwide Trust Company served as trustee for the year ended December 31, 2006 through June 26, 2007, when Nationwide Trust Company resigned as trustee of the Master Trust as a result of the acquisition of The 401(k) Companies, Inc. and subsidiaries, which provides administrative and other services to the Plan, by The Charles Schwab Corporation. The Charles Schwab Corporation was chosen by the Company as the successor trustee of the Master Trust effective June 27, 2007 and for the remainder of the year ended December 31, 2007. The Plan participates in only certain investment accounts of the Master Trust. The fair value of the Plan’s interest in the Master Trust is based on the specific interests that it has in each of the underlying participant-directed investment accounts.

The following is a summary of those investment accounts and the Plan’s beneficial interest in those investment accounts as of December 31, 2007 and 2006.

   
Beneficial Interest at
  
   
December 31,
  
   
2007
    
2006
  
             
Cameron International Stock Fund
     98.84 %     99.29 %
Stable Value Fund
     96.39       95.66  
PIMCO Total Return Administrative Shares Fund
     95.56       95.20  
Washington Mutual Investors Fund/A
     95.48       95.68  
Franklin Balance Sheet Investment Fund/A
     96.03       96.20  
Lord Abbett Developing Growth Fund/A
     95.15       95.99  
EuroPacific Growth Fund/A
     95.08       95.21  
Real Estate Fund
     100.00       100.00  
Barclays Global Investors Equity Index Fund
     97.78       97.91  
MFS Massachusetts Investors Growth/A
     96.75       96.86  

Purchases and sales of securities by the Master Trust are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded as of the ex-dividend date.

The Master Trust’s investments in securities traded on national securities exchanges or in the over-the-counter market are stated at fair value which equals their quoted market price on the last business day of the Plan year. Investments in money market funds are stated at cost, which approximates fair value. Real estate is stated at its estimated fair value based on the most recent independent appraisal.
 
7
 
2. Significant Accounting Policies (continued)

Investments (continued)

The Stable Value Fund (“Stable Value Fund”) is a master trust investment account managed by AMVESCAP National Trust Company, an affiliate of INVESCO Institutional (N.A.), Inc., the trustee of the INVESCO Group Trust for Retirement Savings, a Common Collective Trust, in which the assets of multiple qualified plans are invested. The Stable Value Fund invests in actively managed synthetic bank and insurance company investment contracts (“SICs”) and in guaranteed investment contracts (“GICs”). These contracts have varying yields and maturity dates and are fully benefit responsive. These contracts are stated at contract value which represents cost plus accrued income. The fair value of the GICs has been estimated by discounting the related cash flows based on current yields of similar instruments with comparable durations. Individual assets of the SICs are valued at representative quoted market prices. The fair value of the wrap contracts for the SICs is determined using the market approach discounting methodology which incorporates the difference between current market level rates for contract level wrap fees and the wrap fee being charged. The difference is calculated as a dollar value and discounted by the prevailing interpolated swap rate as of period-end.

Although it is management’s intention to hold the investment contracts until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity.

Participant Loans

Participant loans consist of monies borrowed by participants from their account balances in the Master Trust funds. Repayments of principal and interest are allocated to the participants’ account balances in the Master Trust funds based on the participants’ current investment elections. Participant loans are reported at their current outstanding principal balance, which approximates fair value.

New Accounting Pronouncement

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Plan adopted the provisions of SFAS 157 which became effective on January 1, 2008, as required.  There was no impact on the Plan’s net assets available for benefits at the time of adoption and the Company does not expect this standard to materially affect the Plan’s net assets available for benefits or changes in net assets available for benefits going forward.

Risks and Uncertainties

The Master Trust provides for various investments which, in general, are exposed to interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is likely that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and individual participant account balances.
 
Reclassifications
 
Certain prior year amounts have been reclassified to conform to the current year presentation.

3. Separate Investment Accounts of the Cameron International Corporation Master Trust

The purpose of the Master Trust is the collective investment of the assets of participating employee benefit plans of the Company. Master Trust assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions, participant loan transactions, benefit payments and certain administrative expenses) which can be specifically identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, the income and expenses resulting from the collective investment of the assets. The Master Trust includes assets of other employee benefit plans in addition to this Plan.
 
8
 
 
3. Separate Investment Accounts of the Cameron International Corporation Master Trust (continued)

The following table presents the fair value of investments for the separate investment accounts of the Master Trust:
 

December 31, 2007
  
Cameron
International
Stock
Fund
    
Washington Mutual Investors
Fund/A
    
Stable Value Fund
    
MFS Massachusetts
Investors
Growth/A
    
Real Estate
 Fund
    
Barclays Global Investors Equity Index Fund
    
Fidelity Growth Company Fund
    
PIMCO Total Return Administrative Shares Fund
    
Franklin Balance Sheet Investment Fund/A
    
Lord Abbett Developing Growth
Fund/A
    
EuroPacific Growth Fund/A
    
Total
  
                                                                         
Assets:
                                                                        
Cash
   $ 398,887     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ 398,887  
Net unsettled sales of investments
     1,405,238       –       –       –       –       –       –       –       –       –       –       1,405,238  
Income receivable
     5,052,421       –       –       –       –       –       –       –       –       –       –       5,052,421  
Investments at fair value as determined by quoted market prices:
                                                                                                
Money market funds
     105,052       –       –       –       519,126       –       –       –       –       –       –       624,178  
Cash Management Trust of America
     –       –       4,179,907       –       –       –       –       –       –       –       –       4,179,907  
Cameron International Corporation Common Stock
     200,581,531       –       –       –       –       –       –       –       –       –       –       200,581,531  
Washington Mutual Investors Fund/A
     –       63,262,934       –       –       –       –       –       –       –       –       –       63,262,934  
MFS Massachusetts Investors Growth/A
     –       –       –       53,923,467       –       –       –       –       –       –       –       53,923,467  
Fidelity Growth Company Fund
     –       –       –       –       –       –       2,139,343       –       –       –       –       2,139,343  
Barclays Global Investors Equity Index Fund
     –       –       –       –       –       28,382,477       –       –       –       –       –       28,382,477  
PIMCO Total Return Administrative Shares Fund
     –       –       –       –       –       –       –       69,390,638       –       –       –       69,390,638  
Franklin Balance Sheet Investment Fund/A
     –       –       –       –       –       –       –       –       45,430,834       –       –       45,430,834  
Lord Abbett Developing Growth Fund/A
     –       –       –       –       –       –       –       –       –       30,498,859       –       30,498,859  
EuroPacific Growth Fund/A
     –       –       –       –       –       –       –       –       –       –       51,247,189       51,247,189  
Investments at estimated fair value:
                                                                                                
INVESCO Group Trust for Retirement Savings:
                                                                                                
Investments
     –       –       81,926,858       –       –       –       –       –       –       –       –       81,926,858  
Wrapper contracts
     –       –       –       –       –       –       –       –       –       –       –       –  
Real estate
     –       –       –       –       110,000       –       –       –       –       –       –       110,000  
Total investments
     200,686,583       63,262,934       86,106,765       53,923,467       629,126       28,382,477       2,139,343       69,390,638       45,430,834       30,498,859       51,247,189       631,698,215  
Total assets
     207,543,129       63,262,934       86,106,765       53,923,467       629,126       28,382,477       2,139,343       69,390,638       45,430,834       30,498,859       51,247,189       638,554,761  
                                                                                                 
Liabilities:
                                                                                                
Other payables
     338,012       –       –       –       –       –       –       –       –       –       –       338,012  
Net unsettled purchases of investments
     71,145       –       –       –       –       –       –       –       –       –       –       71,145  
Net assets reflecting all investments at fair value
     207,133,972       63,262,934       86,106,765       53,923,467       629,126       28,382,477       2,139,343       69,390,638       45,430,834       30,498,859       51,247,189       638,145,604  
                                                                                                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     –       –       (1,225,151 )     –       –       –       –       –       –       –       –       (1,225,151 )
Net assets available to participating plans
   $ 207,133,972     $ 63,262,934     $ 84,881,614     $ 53,923,467     $ 629,126     $ 28,382,477     $ 2,139,343     $ 69,390,638     $ 45,430,834     $ 30,498,859     $ 51,247,189     $ 636,920,453  
 
9
 
 
3. Separate Investment Accounts of the Cameron International Corporation Master Trust (continued)

The following table presents the fair value of investments for the separate investment accounts of the Master Trust:

December 31, 2006
  
Cameron
International
Stock
Fund
    
Washington Mutual Investors
Fund/A
    
Stable Value Fund
    
MFS Massachusetts
Investors
Growth/A
    
Real Estate
 Fund
    
Barclays Global Investors Equity Index Fund
    
Fidelity Growth Company Fund
    
PIMCO Total Return Administrative Shares Fund
    
Franklin Balance Sheet Investment Fund/A
    
Lord Abbett Developing Growth
Fund/A
    
EuroPacific Growth Fund/A
    
Total
  
                                                                         
Assets:
                                                                        
Cash
   $ 304,002     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ –     $ 304,002  
Net unsettled sales of investments
     159,562       –       –       –       –       –       –       –       –       –       –       159,562  
Income receivable
     3,837,585       –       –       –       –       –       –       –       –       –       –       3,837,585  
Investments at fair value as determined by quoted market prices:
                                                                                                
Money market funds
     986,773       –       –       –       544,406       –       –       –       –       –       –       1,531,179  
Cash Management Trust of America
     –       –       2,334,501       –       –       –       –       –       –       –       –       2,334,501  
Cameron International Corporation Common Stock
     120,687,212       –       –       –       –       –       –       –       –       –       –       120,687,212  
Washington Mutual Investors Fund/A
     –       57,035,032       –       –       –       –       –       –       –       –       –       57,035,032  
MFS Massachusetts Investors Growth/A
     –       –       –       45,325,015       –       –       –       –       –       –       –       45,325,015  
Fidelity Growth Company Fund
     –       –       –       –       –       –       2,068,625       –       –       –       –       2,068,625  
Barclays Global Investors Equity Index Fund
     –       –       –       –       –       27,974,437       –       –       –       –       –       27,974,437  
PIMCO Total Return Administrative Shares Fund
     –       –       –       –       –       –       –       53,542,359       –       –       –       53,542,359  
Franklin Balance Sheet Investment Fund/A
     –       –       –       –       –       –       –       –       46,926,598       –       –       46,926,598  
Lord Abbett Developing Growth Fund/A
     –       –       –       –       –       –       –       –       –       20,329,422       –       20,329,422  
EuroPacific Growth Fund/A
     –       –       –       –       –       –       –       –       –       –       39,996,108       39,996,108  
Investments at estimated fair value:
                                                                                                
INVESCO Group Trust for Retirement Savings:
                                                                                                
Investments
     –       –       75,725,805       –       –       –       –       –       –       –       –       75,725,805  
Wrapper contracts
     –       –       –       –       –       –       –       –       –       –       –       –  
Real estate
     –       –       –       –       110,000       –       –       –       –       –       –       110,000  
Total investments
     121,673,985       57,035,032       78,060,306       45,325,015       654,406       27,974,437       2,068,625       53,542,359       46,926,598       20,329,422       39,996,108       493,586,293  
Total assets
     125,975,134       57,035,032       78,060,306       45,325,015       654,406       27,974,437       2,068,625       53,542,359       46,926,598       20,329,422       39,996,108       497,887,442  
                                                                                                 
Liabilities:
                                                                                                
Other payables
     235,916       –       –       –       –       –       –       –       –       –       –       235,916  
Net unsettled purchases of investments
     1,118,112       –       –       –       –       –       –       –       –       –       –       1,118,112  
Net assets reflecting all investments at fair value
     124,621,106       57,035,032       78,060,306       45,325,015       654,406       27,974,437       2,068,625       53,542,359       46,926,598       20,329,422       39,996,108       496,533,414  
                                                                                                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     –       –       712,756       –       –       –       –       –       –       –       –       712,756  
Net assets available to participating plans
   $ 124,621,106     $ 57,035,032     $ 78,773,062     $ 45,325,015     $ 654,406     $ 27,974,437     $ 2,068,625     $ 53,542,359     $ 46,926,598     $ 20,329,422     $ 39,996,108     $ 497,246,170  
 
10
 
3. Separate Investment Accounts of the Cameron International Corporation Master Trust (continued)

 
Investment income and the net realized and unrealized appreciation (depreciation) in fair value of the investments held throughout the year or bought and sold during the year in the separate investment accounts of the Master Trust are as follows:

Year ended December 31, 2007
  
Net Appreciation (Depreciation)
    
Interest and Dividends
    
Total
  
                   
Cameron International Stock Fund
   $ 93,075,373     $ -     $ 93,075,373  
Fidelity Growth Company Fund
     356,009       15,028       371,037  
Stable Value Fund
     -       3,945,927       3,945,927  
PIMCO Total Return Administrative Shares Fund
     2,070,972       3,420,725       5,491,697  
Washington Mutual Investors Fund/A
     (2,306,410 )     4,673,853       2,367,443  
MFS Massachusetts Investors Growth/A
     1,555,593       3,570,994       5,126,587  
Franklin Balance Sheet Investment Fund/A
     (6,131,427 )     4,534,702       (1,596,725 )
Lord Abbett Developing Growth Fund/A
     4,369,449       3,218,606       7,588,055  
EuroPacific Growth Fund/A
     3,717,254       4,264,884       7,982,138  
Real Estate Fund
     -       24,880       24,880  
Barclays Global Investors Equity Index Fund
     1,544,924       -       1,544,924  
    $ 98,251,737     $ 27,669,599     $ 125,921,336  

Administrative expenses paid by the Master Trust for the year ended December 31, 2007 totaled $515,127, of which $489,339 has been allocated to the Plan.
 
 Stable Value Fund

Objectives of the Stable Value Fund

The Stable Value Fund’s key objectives are to provide preservation of principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers in accordance with the provisions of the Plan.

Nature of Investment Contracts

To accomplish the objectives outlined above, the Stable Value Fund invests primarily in investment contracts such as GICs and SICs. In a traditional GIC, the issuer takes a deposit from the Stable Value Fund and purchases investments that are held in the issuer’s general account. The issuer is contractually obligated to repay the principal and a specified rate of interest guaranteed to the Stable Value Fund.

With regard to a SIC, the underlying investments are owned by the Stable Value Fund and held in trust for plan participants. The Stable Value Fund purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate (which is the rate earned by participants in the Stable Value Fund for the underlying investments). The issuer of the wrapper contract provides assurance that the adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal or accrued interest.
 
11
 
 
3. Separate Investment Accounts of the Cameron International Corporation Master Trust (continued)

Calculating the Interest Crediting Rate in Wrapper Contracts

The key factors that influence future interest crediting rates for a wrapper contract include:
·
The level of market interest rates
·
The amount and timing of participant contributions, transfers and withdrawals into/out of the wrapper contract

·
The investment returns generated by the fixed income investments that back the wrapper contract
·
The duration of the underlying investments backing the wrapper contract

Wrapper contracts’ interest crediting rates are typically reset on a monthly or quarterly basis. Over time, the interest crediting rate amortizes the Stable Value Fund’s realized and unrealized market value gains and losses over the duration of the underlying investments.

Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Stable Value Fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting gains and losses in the market value of the underlying investments relative to the wrapper contract value are represented on the Stable Value Fund’s Statement of Net Assets as the “adjustment from fair value to contract value for fully benefit-responsive investment contracts”. If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the adjustment from fair value to contract value figure is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.

All wrapper contracts provide for a minimum interest crediting rate of zero percent. In the event that the interest crediting rate should fall to zero and the requirements of the wrapper contract are satisfied, the wrapper issuers will pay to the Plan the shortfall needed to maintain the interest crediting rate at zero. This helps to ensure that participants’ principal and accrued interest will be protected.

Events That Limit the Ability of the Stable Value Fund to Transact at Contract Value

In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include termination of the Plan, a material adverse change to the provisions of the Plan, if the Company elects to withdraw from a wrapper contract in order to switch to a different investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract.

Issuer-Initiated Contract Termination

Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plan’s loss of its qualified status, uncured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).
 
12
 
 
3. Separate Investment Accounts of the Cameron International Corporation Master Trust (continued)

Investments in the Stable Value Fund at December 31, 2007 consisted of the following:

Contract Issuer
Security
Major Credit Rating
  
Investments at Fair Value
    
Wrapper Contracts
at Fair Value
    
Adjustment to Contract Value
  
                       
Wrapped portfolios:
                      
Bank of America
Wrapper
Aa1
         $ -     $ (209,081 )
 
INVESCO Multi-Manager Intermediate
                        
 
Government/Credit Fund
     $ 14,872,914                  
                             
ING
Wrapper
AA/Aa3
             -       (407,834 )
 
INVESCO Short-term Bond Fund
       18,713,928                  
                             
JPMorgan Chase
Wrapper
AA/Aaa
             -       34,033  
 
INVESCO Multi-Manager Core Fixed
                          
 
Income Fund
       12,708,246                  
                             
Monumental
Wrapper
AA/Aa3
             -       (30,477 )
 
Cash on hand
       50,458                  
 
U.S. Treasury Note
       2,003,701                  
                             
Pacific Life Insurance
Wrapper
AA/Aa3
             -       (407,562 )
 
INVESCO AAA Asset-Backed Securities Fund
       18,662,942                  
                             
State Street Bank
Wrapper
AA/Aa1
             -       (204,230 )
 
INVESCO Multi-Manager Intermediate
                          
 
Government/Credit Fund
       14,914,669                  
                             
Short-term investments:
                            
American Funds Group
Cash Management Trust of America
N/A
     4,179,907       -       -  
        $ 86,106,765     $ -     $ (1,225,151 )

The average yield earned by the fund and the average yield based on interest rates credited to participants for the year ended December 31, 2007 was 5.122% and 4.984%, respectively. There was no change in the value of the fund’s investments for the year ended December 31, 2007 due to changes in the fully benefit-responsive status of the Stable Value Fund's investment contracts.
 
13

 
 
3. Separate Investment Accounts of the Cameron International Corporation Master Trust (continued)

Investments in the Stable Value Fund at December 31, 2006 consisted of the following:

Contract Issuer
Security
Major Credit Rating
  
Investments at Fair Value
    
Wrapper Contracts
at Fair Value
    
Adjustment to Contract Value
  
                       
Wrapped portfolios:
                      
Bank of America
Wrapper
Aa1
         $ -     $ 190,167  
 
INVESCO Multi-Manager Intermediate
                        
 
Government/Credit Fund
     $ 14,659,228                  
                             
ING
Wrapper
AA/Aa3
             -       100,870  
 
INVESCO Short-term Bond Fund
       16,158,247                  
                             
JPMorgan Chase
Wrapper
AA/Aa2
             -       145,754  
 
INVESCO Multi-Manager Core Fixed
                          
 
Income Fund
       13,228,189                  
                             
Monumental
Wrapper
AA/Aa3
             -       14,257  
 
Cash on hand
       82,184                  
 
U.S. Treasury Note
       1,942,611                  
                             
Pacific Life Insurance
Wrapper
AA/Aa3
             -       65,636  
 
INVESCO AAA Asset-Backed Securities Fund
       15,153,684                  
                             
State Street Bank
Wrapper
AA/Aa2
             -       196,072  
 
INVESCO Multi-Manager Intermediate
                          
 
Government/Credit Fund
       14,501,662                  
                             
Short-term investments:
                            
American Funds Group
Cash Management Trust of America
N/A
     2,334,501       -       -  
        $ 78,060,306     $ -     $ 712,756  

For the year ended December 31, 2006, the average yield earned by the fund and the average yield based on interest rates credited to participants was 5.082% and 5.205%, respectively. There was no change in the value of the fund’s investments for the year ended December 31, 2006 due to changes in the fully benefit-responsive status of the Stable Value Fund’s investment contracts.
 
14
 
4. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service dated November 26, 2003, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of this determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended, continues to be qualified and the related trust remains tax exempt.
  
5. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 and 2006 to the respective Forms 5500:

   
December 31,
  
   
2007
    
2006
  
             
Net assets available for benefits per the financial statements
   $ 625,948,306     $ 489,363,649  
Amounts allocated to withdrawing participants
     (37,376 )     (507,773 )
Adjustment from contract value to fair value
     1,180,979       (681,804 )
Net assets available for benefits per Form 5500
   $ 627,091,909     $ 488,174,072  

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2007 to Form 5500:
 
Benefits paid to participants per the financial statements
   $ 43,783,124  
Amounts allocated to withdrawing participants at December 31, 2006
     (507,773 )
Amounts allocated to withdrawing participants at December 31, 2007
     37,376  
Benefits paid to participants per Form 5500
   $ 43,312,727  

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2007, but not yet paid as of that date.

The following is a reconciliation of the net investment gain from the Cameron International Corporation Master Trust per the financial statements for the year ended December 31, 2007 to Form 5500:

Net investment gain from the Cameron International Corporation Master Trust per the financial statements
   $ 123,429,168  
Adjustment from contract value to fair value at December 31, 2006
     681,804  
Adjustment from contract value to fair value at December 31, 2007
     1,180,979  
Net investment gain from the Cameron International Corporation Master Trust per Form 5500
   $ 125,291,951  

 
15
 
Supplemental Schedule

Cameron International Corporation Retirement Savings Plan
 
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
 
EIN: 76-0451843 PN: 003
 
December 31, 2007
 
Identity of Issuer
Description of Investment
  
Current Value
  
         
*Cameron International Corporation Master Trust
Master Trust
   $ 611,369,168  
           
           
*Participant loans
Interest rates ranging from 4.04% to 10.74% with varying maturity dates
     10,775,311  
      $ 622,144,479  


*Party-in-interest
 
 
16
 
SIGNATURE


The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Plans Administration Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


 
CAMERON INTERNATIONAL CORPORATION
RETIREMENT SAVINGS PLAN
 
 
 
By:  __/s/ Joseph H. Mongrain__________________
 
    Joseph H. Mongrain
 
    Member of the Plans Administration Committee



Date:  June 27, 2008
 

 
17
Exhibit Index


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM –
 
Mir•Fox & Rodriguez, P.C.