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R
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ANNUAL REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31,
2009
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£
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TRANSITION REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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76-0451843
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1333
West Loop South
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Suite
1700
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Houston,
Texas
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77027
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(Address of principal executive
offices)
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(Zip
Code)
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Title of Each Class
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Name of Each Exchange on Which
Registered
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Common
Stock, Par Value $0.01 Per Share
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New
York Stock Exchange
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ITEM
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PAGE
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PART
I
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1.
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3
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4
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7
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8
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9
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9
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10
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10
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10
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11
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12
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1A.
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12
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1B.
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12
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2.
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13
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3.
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13
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4.
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14
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5.
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15
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6.
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16
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7.
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16
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7A.
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16
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8.
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16
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9.
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17
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9A.
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17
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9B.
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17
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10
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17
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11.
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18
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12.
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18
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13.
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18
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14.
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18
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15.
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18
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24
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Name
and Age
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Present
Principal Position and Other Material Positions Held During Last Five
Years
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Jack
B. Moore (56)
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President
and Chief Executive Officer since April 2008. President and
Chief Operating Officer from January 2007 to March 2008. Senior Vice
President from July 2005 to December 2006. 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.
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John
D. Carne (61)
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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.
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William
C. Lemmer (65)
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Senior
Vice President and General Counsel since May 2008, Senior Vice President,
General Counsel and Secretary from July 2007 to May 2008. 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.
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Charles
M. Sledge (44)
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Senior
Vice President and Chief Financial Officer since November
2008. Vice President and Chief Financial Officer from April
2008 to November 2008. Vice President and Corporate Controller
from July 2001 to March 2008. 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.
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Joseph
H. Mongrain (52)
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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.
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Robert
J. Rajeski (64)
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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.
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James
E. Wright (56)
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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.
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Vice
President, Controller and Chief Accounting Officer since April
2008. Assistant Controller from October 2007 to March
2008. Chief Financial Officer from October 2003 to
October 2007 of Enventure Global Technology, a joint venture of Royal
Dutch Shell and Halliburton. Vice President of Capital Planning
and Allocation, Vice President of Mergers and Acquisitions and Division
Financial Controller for Petroleum Geo-Services from 1995 to
2003.
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Stuart
Taylor (48)
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Vice
President, Tax since December 2008. Tax Director, General
Electric from September 2000 to December 2008. Tax Director,
International, Baker Hughes, Inc. from May 1993 to June
2000.
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H.
Keith Jennings (40)
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Vice
President & Treasurer since June 2009. Corporate Treasurer,
Alghanim Industries from August 2007 to January 2009. Sr.
Treasury Manager PepsiCo Inc. July 2005 to August 2007. Capital
Markets Manager for Ingersoll Rand Company March 2004 to July
2005. Business Unit Controller at Ingersoll Rand Company from
May 2002 to March 2004. Senior Finance Manager, Pharmacia
Corporation May 1995 to May
2002.
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Western Hemisphere
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Eastern
Hemisphere
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Asia/Pacific
and
Middle
East
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West
Africa
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Total
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||||||||||||||||
DPS
and V&M
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186 | 36 | 52 | 11 | 285 | |||||||||||||||
CS
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17 | 2 | 2 | − | 21 | |||||||||||||||
Corporate
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1 | 2 | − | − | 3 | |||||||||||||||
204 | 40 | 54 | 11 | 309 |
Price
Range ($)
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||||||||||||
High
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Low
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Last
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||||||||||
2009
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||||||||||||
First
Quarter
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$ | 25.74 | $ | 17.19 | $ | 21.93 | ||||||
Second
Quarter
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33.07 | 21.01 | 28.30 | |||||||||
Third
Quarter
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39.72 | 24.63 | 37.82 | |||||||||
Fourth
Quarter
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42.49 | 35.37 | 41.80 |
Price
Range ($)
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||||||||||||
High
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Low
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Last
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||||||||||
2008
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||||||||||||
First
Quarter
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$ | 52.79 | $ | 37.00 | $ | 41.64 | ||||||
Second
Quarter
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57.47 | 40.80 | 55.35 | |||||||||
Third
Quarter
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58.53 | 35.06 | 38.54 | |||||||||
Fourth
Quarter
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38.54 | 16.15 | 20.50 |
Period
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Total number of shares purchased
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Average price paid per
share
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Total number of shares
purchased as part of all repurchase programs
(a)
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Maximum number of shares that
may yet be purchased under all
repurchase programs
(b)
|
||||||||||||
10/1/09
- 10/31/09
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− | $ | − | 25,894,668 | 6,760,102 | |||||||||||
11/1/09
- 11/30/09
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340,200 | $ | 38.15 | 26,234,868 | 6,419,902 | |||||||||||
12/1/09
- 12/31/09
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247,300 | $ | 36.97 | 26,482,168 | 6,172,602 | |||||||||||
Total
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587,500 | $ | 37.65 | 26,482,168 | 6,172,602 |
(a) The following documents are
filed as part of this
Report:
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(1) Financial
Statements:
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(2) Financial Statement
Schedules:
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/s/
Ernst & Young LLP
|
Additions
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||||||||||||||||||||||||
Balance
at beginning
of
period
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Charged
to
costs
and
expenses
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Charged
to
other accounts
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Deductions
(a)
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Translation
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Balance
at end
of
period
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|||||||||||||||||||
YEAR
ENDED DECEMBER 31, 2009:
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||||||||||||||||||||||||
Allowance
for doubtful accounts
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$ | 9,648 | $ | 4,618 | $ | 4,812 | $ | (3,818 | ) | $ | 559 | $ | 15,819 | |||||||||||
Allowance
for obsolete and excess
inventory
|
$ | 49,640 | $ | 15,204 | $ | (303 | ) | $ | (7,306 | ) | $ | 1,718 | $ | 58,953 | ||||||||||
YEAR
ENDED DECEMBER 31, 2008:
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||||||||||||||||||||||||
Allowance
for doubtful accounts
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$ | 8,244 | $ | 5,200 | $ | (843 | ) | $ | (2,489 | ) | $ | (464 | ) | $ | 9,648 | |||||||||
Allowance
for obsolete and excess
inventory
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$ | 50,055 | $ | 7,874 | $ | 3,762 | $ | (7,474 | ) | $ | (4,577 | ) | $ | 49,640 | ||||||||||
YEAR
ENDED DECEMBER 31, 2007:
|
||||||||||||||||||||||||
Allowance
for doubtful accounts
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$ | 7,303 | $ | 3,180 | $ | (1,562 | ) | $ | (889 | ) | $ | 212 | $ | 8,244 | ||||||||||
Allowance
for obsolete and excess
inventory
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$ | 44,223 | $ | 13,361 | $ | 3,512 | $ | (13,396 | ) | $ | 2,355 | $ | 50,055 |
(a)
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Write-offs
of uncollectible receivables, deductions for collections of previously
reserved receivables and write-offs of obsolete
inventory.
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(3)
Exhibits:
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3.1
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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.
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3.2
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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.
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3.3
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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).
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3.4
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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.
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3.5*
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Third
Amended and Restated Bylaws of the Company.
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3.6
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First
Amendment to Third Amended and Restated Bylaws of the Company, filed as
Exhibit 3.1 to the Current Report on Form 8-K filed February 19, 2010, and
incorporated herein by reference.
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3.7
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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.
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3.8*
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Certificate
of Elimination with Respect to Series B Junior Participating Preferred
Stock of Cameron International Corporation pursuant to Section
151(g).
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4.1
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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.
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4.2
|
Form
of Indenture for senior debt securities filed as Exhibit 4.1 to the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on June 23, 2008 (File No. 333-151838) and incorporated herein
by reference.
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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.
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10.2
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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.
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10.3
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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.
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10.4
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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.
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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 January 1, 2008.
|
10.7*
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First
through Third Amendments to the Cameron International Corporation
Retirement Savings Plan, as Amended and Restated effective January 1,
2008.
|
10.8
|
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.
|
10.9
|
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.
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10.10
|
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.
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10.11
|
The
Company's Amended and Restated 2005 Equity Incentive Plan, filed as an
Appendix to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on May 5, 2006, and incorporated herein by
reference.
|
10.12
|
Third
Amendment to the Company's 2005 Equity Incentive Plan, filed as an
Appendix to the Company’s Proxy Statement for the Annual Meeting of
Stockholders held on May 5, 2006, and incorporated herein by
reference.
|
10.13
|
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.
|
10.14
|
Fifth
Amendment to the Company’s 2005 Equity Incentive Plan filed as Exhibit
10.15 to the Annual Report on Form 10-K for 2008 of the Company, and
incorporated herein by reference.
|
10.15
|
Sixth
Amendment to the Company’s 2005 Equity Incentive Plan filed as Exhibit
10.16 to the Annual Report on Form 10-K for 2008 of the Company, and
incorporated herein by reference.
|
10.16*
|
Seventh
Amendment to the Company’s 2005 Equity Incentive Plan.
|
10.17*
|
Eighth
Amendment to the Company’s 2005 Equity Incentive Plan.
|
10.18
|
Form
of Change of Control Agreement, effective December 18, 2008, by and
between the Company and R. Scott Amann, John D. Carne, John Bartos,
Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B.
Moore, Robert J. Rajeski, Charles M. Sledge, Stuart Taylor, Stephen
Tomlinson, and James E. Wright filed as Exhibit 10.17 to the Annual Report
on Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
10.19*
|
Form
of Executive Severance Program of the Company, effective July 1, 2000, and
reissued January 12, 2007 and November 5,
2009.
|
10.20
|
Credit
Agreement, dated as of April 14, 2008, 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 April 14, 2008, of the Company, and incorporated herein by
reference.
|
10.21*
|
Individual
Account Retirement Plan for Bargaining Unit Employees at the Company's
Buffalo, New York Plant, as Amended and Restated effective January 1,
2008.
|
10.22*
|
First
and Third Amendments to the Individual Account Retirement Plan for
Bargaining Unit Employees at the Company's Buffalo, New York Plant, as
Amended and Restated effective January 1, 2008.
|
10.23
|
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.
|
10.24
|
Form
of Indemnification Agreement, effective February 20, 2003, by and between
the Company and Mr. Jeff Altamari, Mr. John Carne, Mr. Hal Goldie, Mr.
William C. Lemmer, Mr. Jack B. Moore, 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.
|
10.25
|
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.
|
10.26
|
Form
of Indemnification Agreement, effective February 7, 2005, by and between
the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual
Report on Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
10.27
|
Form
of Indemnification Agreement, effective July 1, 2008, by and between the
Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report
on Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
10.28*
|
Form
of Indemnification Agreement, effective June 12, 2009, by and between the
Company and Jon Erik Reinhardsen.
|
10.29
|
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
|
10.30*
|
Form
of Stock Option Agreement for stock options granted on
after April 1, 2009.
|
10.31
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on or
after November 13, 2008 filed as Exhibit 10.31 to the Annual Report on
Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
10.32*
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on or
after April 1, 2009.
|
10.33*
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on or
after November 19, 2009.
|
10.34
|
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.
|
10.35
|
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.
|
10.36
|
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.
|
10.37
|
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.
|
10.38
|
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.
|
10.39
|
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.
|
10.4
|
The
Company’s Non Qualified Deferred Compensation Plan, effective January 1,
2008, (Exhibit 4.2 to Registration Statement on Form S-8 No. 333-156712),
incorporated herein by reference
|
10.41
|
Amended
and Restated Management Incentive Compensation Plan of the Company,
incorporated herein by reference to the Company’s 2005 Proxy Statement for
the Annual Meeting of Stockholders held on May 5, 2005.
|
10.42
|
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.
|
13.1*
|
Portions
of the 2009 Annual Report to Stockholders are included as an exhibit to
this report.
|
14.1
|
Code
of Business Conduct and Ethics for Directors filed as Exhibit 14.1 to the
Annual Report on Form 10-K for 2008 of the Company, and incorporated
herein by reference.
|
14.2
|
Amendment
to the Business Conduct and Ethics for Directors, filed as Exhibit
14.1 to the Current Report on Form 8-K filed July 14, 2009, and
incorporated herein by reference.
|
14.3
|
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.
|
14.4
|
Code
of Conduct, filed as Exhibit 14.1 to the Current Report on Form 8-K filed
August 19, 2009, 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.
|
101.INS* | XBRL Instance Document |
101.SCH* | XBRLTaxonomy Extension Schema Document |
101.CAL* | XBRLTaxonomy Extension Calculation Linkbase Document |
101.DEF* | XBRLTaxonomy Extension Definition Linkbase Document |
101.LAB* | XBRLTaxonomy Extension Label Linkbase Document |
101.PRE* | XBRLTaxonomy Extension Presentation Linkbase Document |
CAMERON
INTERNATIONAL CORPORATION
|
||
Registrant
|
||
By:
|
/s/ Christopher A.
Krummel
|
|
(Christopher
A. Krummel)
|
||
Vice
President Controller and Chief Accounting Officer
|
||
(principal
accounting officer)
|
||
Date:
February 26, 2010
|
Signature
|
Title
|
/s/ C. Baker
Cunningham
|
|
(C.
Baker Cunningham)
|
Director
|
/s/
Sheldon R.
Erikson
|
|
(Sheldon
R. Erikson)
|
Chairman
of the Board
|
/s/
Peter J.
Fluor
|
|
(Peter
J. Fluor)
|
Director
|
/s/
Douglas L.
Foshee
|
|
(Douglas
L. Foshee)
|
Director
|
/s/ Jack B.
Moore
|
|
(Jack
B. Moore)
|
President
and Chief Executive Officer
|
(principal
executive officer)
|
|
/s/
Michael E.
Patrick
|
|
(Michael
E. Patrick)
|
Director
|
/s/
Jon Erik
Reinhardsen
|
|
(Jon
Erik Reinhardsen)
|
Director
|
/s/
David
Ross
|
|
(David
Ross)
|
Director
|
/s/
Bruce W.
Wilkinson
|
|
(Bruce
W. Wilkinson)
|
Director
|
/s/
Charles M.
Sledge
|
Senior
Vice President and Chief Financial Officer
|
(Charles
M. Sledge)
|
(
principal financial officer)
|
Exhibit
Number
|
Exhibit
Index 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*
|
Third
Amended and Restated Bylaws of the Company.
|
|
3.6
|
First
Amendment to Third Amended and Restated Bylaws of the Company, filed as
Exhibit 3.1 to the Current Report on Form 8-K filed February 19, 2010, and
incorporated herein by reference.
|
|
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.
|
|
3.8*
|
Certificate
of Elimination with Respect to Series B Junior Participating Preferred
Stock of Cameron International Corporation pursuant to Section
151(g).
|
|
4.1
|
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.
|
|
4.2
|
Form
of Indenture for senior debt securities filed as Exhibit 4.1 to the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on June 23, 2008 (File No. 333-151838) 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.
|
|
Exhibit
Number
|
Exhibit
Index Description
|
Sequential
Page Number
|
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 January 1, 2008.
|
|
10.7*
|
First
through Third Amendments to the Cameron International Corporation
Retirement Savings Plan, as Amended and Restated effective January 1,
2008.
|
|
10.8
|
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.
|
|
10.9
|
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.
|
|
10.10
|
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.
|
|
10.11
|
The
Company's Amended and Restated 2005 Equity Incentive Plan, filed as an
Appendix to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on May 5, 2006, and incorporated herein by
reference.
|
|
10.12
|
Third
Amendment to the Company's 2005 Equity Incentive Plan, filed as an
Appendix to the Company’s Proxy Statement for the Annual Meeting of
Stockholders held on May 5, 2006, and incorporated herein by
reference.
|
|
10.13
|
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.
|
|
10.14
|
Fifth
Amendment to the Company’s 2005 Equity Incentive Plan filed as Exhibit
10.15 to the Annual Report on Form 10-K for 2008 of the Company, and
incorporated herein by reference.
|
|
10.15
|
Sixth
Amendment to the Company’s 2005 Equity Incentive Plan filed as Exhibit
10.16 to the Annual Report on Form 10-K for 2008 of the Company, and
incorporated herein by reference.
|
|
10.16*
|
Seventh
Amendment to the Company’s 2005 Equity Incentive Plan.
|
|
10.17*
|
Eighth
Amendment to the Company’s 2005 Equity Incentive Plan.
|
|
10.18
|
Form
of Change of Control Agreement, effective December 18, 2008, by and
between the Company and R. Scott Amann, John D. Carne, John Bartos,
Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B.
Moore, Robert J. Rajeski, Charles M. Sledge, Stuart Taylor, Stephen
Tomlinson, and James E. Wright filed as Exhibit 10.17 to the Annual Report
on Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
|
10.19*
|
Form
of Executive Severance Program of the Company, effective July 1, 2000, and
reissued January 12, 2007 and November 5, 2009.
|
Exhibit
Number
|
Exhibit
Index Description
|
Sequential
Page Number
|
10.20
|
Credit
Agreement, dated as of April 14, 2008, 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 April 14, 2008, of the Company, and incorporated herein by
reference.
|
|
10.21*
|
Individual
Account Retirement Plan for Bargaining Unit Employees at the Company's
Buffalo, New York Plant, as Amended and Restated effective January 1,
2008.
|
|
10.22*
|
First
and Third Amendments to the Individual Account Retirement Plan for
Bargaining Unit Employees at the Company's Buffalo, New York Plant, as
Amended and Restated effective January 1, 2008.
|
|
10.23
|
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.
|
|
10.24
|
Form
of Indemnification Agreement, effective February 20, 2003, by and between
the Company and Mr. Jeff Altamari, Mr. John Carne, Mr. Hal Goldie, Mr.
William C. Lemmer, Mr. Jack B. Moore, 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.
|
|
10.25
|
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.
|
|
10.26
|
Form
of Indemnification Agreement, effective February 7, 2005, by and between
the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual
Report on Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
|
10.27
|
Form
of Indemnification Agreement, effective July 1, 2008, by and between the
Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report
on Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
|
10.28*
|
Form
of Indemnification Agreement, effective June 12, 2009, by and between the
Company and Jon Erik Reinhardsen.
|
|
10.29
|
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
|
|
10.30*
|
Form
of Stock Option Agreement for stock options granted on
after April 1, 2009.
|
|
10.31
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on or
after November 13, 2008 filed as Exhibit 10.31 to the Annual Report on
Form 10-K for 2008 of the Company, and incorporated herein by
reference.
|
|
10.32*
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on or
after April 1, 2009.
|
|
10.33*
|
Form
of Restricted Stock Agreement for Restricted Stock Units granted on or
after November 19, 2009.
|
Exhibit
Number
|
Exhibit
Index Description
|
Sequential
Page Number
|
10.34
|
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.
|
|
10.35
|
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.
|
|
10.36
|
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.
|
|
10.37
|
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.
|
|
10.38
|
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.
|
|
10.39
|
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.
|
|
10.40
|
The
Company’s Non Qualified Deferred Compensation Plan, effective January 1,
2008, (Exhibit 4.2 to Registration Statement on Form S-8 No. 333-156712),
incorporated herein by reference
|
|
10.41
|
Amended
and Restated Management Incentive Compensation Plan of the Company,
incorporated herein by reference to the Company’s 2005 Proxy Statement for
the Annual Meeting of Stockholders held on May 5, 2005.
|
|
10.42
|
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.
|
|
13.1*
|
Portions
of the 2009 Annual Report to Stockholders are included as an exhibit to
this report.
|
|
14.1
|
Code
of Business Conduct and Ethics for Directors filed as Exhibit 14.1 to the
Annual Report on Form 10-K for 2008 of the Company, and incorporated
herein by reference.
|
|
14.2
|
Amendment
to the Business Conduct and Ethics for Directors, filed as Exhibit
14.1 to the Current Report on Form 8-K filed July 14, 2009, and
incorporated herein by reference.
|
|
14.3
|
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.
|
|
14.4
|
Code
of Conduct, filed as Exhibit 14.1 to the Current Report on Form 8-K filed
August 19, 2009, 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.
|
|
101.INS*
|
XBRL
Instance Document
|
|
101.SCH*
|
XBRLTaxonomy
Extension Schema Document
|
|
101.CAL*
|
XBRLTaxonomy
Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRLTaxonomy
Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRLTaxonomy
Extension Label Linkbase Document
|
|
101.PRE*
|
XBRLTaxonomy
Extension Presentation Linkbase Document
|