---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 11-K 

ANNUAL REPORT 

For the fiscal year ended December 31, 2013

OR

Commission file number 1-13884

INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING

UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL CORPORATION

BUFFALO, NEW YORK PLANT

CAMERON INTERNATIONAL CORPORATION

1333 West Loop South, Suite 1700

Houston, Texas 77027

---

 

---

Financial Statements

 

Individual Account Retirement Plan for Bargaining Unit Employees at the

    Cameron International Corporation Buffalo, New York Plant

As of December 31, 2013 and 2012 and for the year ended December 31, 2013

 

 

 

---

Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant

 

Financial Statements

 

As of December 31, 2013 and 2012 and for the year ended December 31, 2013

 

 

Contents

 

Report of Independent Registered Public Accounting Firm	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)	14
Signature	15
Consent of Independent Registered Public Accounting Firm	16

 

Schedules not listed above are omitted because of the absence of conditions under which they are required under the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act.

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Participants and Cameron Benefits Committee

Individual Account Retirement Plan for Bargaining Unit Employees

at the Cameron International Corporation Buffalo, New York Plant:

We have audited the accompanying statements of net assets available for benefits of the Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant (the Plan) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013.  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.  An audit includes 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and 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, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule H, line 4(i) - schedule of assets (held at end of year) as of December 31, 2013 is presented for the purpose 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 audits of the basic 2013 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/ Doeren Mayhew

 

Houston, Texas

June 27, 2014

 

---

Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant

 

Statements of Net Assets Available for Benefits

 

The accompanying notes are an integral part of these statements.

 

---

 

Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant

 

Statement of Changes in Net Assets Available for Benefits

 

Year Ended December 31, 2013

 

The accompanying notes are an integral part of these statements.

---

 

Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant

 

Notes to Financial Statements

 

 

1. Description of the Plan

The Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant (the "Plan") is a profit-sharing plan which provides payments to eligible employees of Cameron International Corporation and certain subsidiaries (the "Company" or "Plan Sponsor") at termination, retirement, death or disability. All union employees of the Company belonging to Local Lodge No. 330, District 65 of the International Association of Machinists and Aerospace Workers, are eligible for participation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

 

Effective October 1, 2012, Plan participants were allowed to borrow monies against their account balances in accordance with the amended Plan provisions.

The Company makes weekly contributions to each participant's account based on hours actively worked and specific contribution rates as defined in the Plan document. Effective August 6, 2013, the employer contribution rate increased from $1.50 to $1.65 per hour actively worked.  Contributions are also made for each hour incurred for overtime, vacations or holidays, but excludes sick time for which the employee may be paid. Participants are credited with one year of vesting service for every calendar year in which they complete 1,000 or more hours of service.  Company contributions are allocated among the investment fund options that have been selected by each employee.  All active participants in the Plan vest in the employer contributions as outlined below:

 

Pre January 1, 2009 Contributions:					Post December 31, 2008 Contributions:
·   33.33% after 3 years of service					·   33.33% after 2 years of service
·   66.67% after 4 years of service					·   66.67% after 3 years of service
· 100.00% after 5 years of service					· 100.00% after 4 years of service

Amounts which are forfeited due to a participant's termination of employment prior to vesting in employer contributions made on the participant's behalf are used to reduce the required Company contribution in subsequent periods.  Upon termination of the Plan, all remaining forfeitures are to be allocated to the participant accounts.

The Plan allows for employee contributions based on hours actively worked and elected contribution rates. Electing to contribute is voluntary, and these contributions are immediately 100% vested. Participants may elect to have their contributions allocated in 1% increments to one or more of the investment fund options offered by the Plan. Allocations among the investment accounts may be changed at the participant's discretion on a daily basis.

 

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 employer 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.

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 under generally accepted accounting principles, 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 prepared on a contract value basis for the fully benefit-responsive investment contracts.

 

Employer 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.

Notes receivable from Plan participants consist of monies borrowed by participants from their account balances.  Repayments of principal and interest are allocated to the participants' account balances based on the participants' current investment elections.  Notes receivable from Plan participants are reported at their current outstanding principal balance, which approximates fair value.

Investments

The Plan's investments are held in the Cameron International Corporation Master Trust ("Master Trust"). T. Rowe Price Trust Company serves as trustee of the Master Trust.  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, 2013 and 2012.

 

 

---

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.

Financial Accounting Standards Board Accounting Standards Codification Topic No. 820, Fair Value Measurements, establishes a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  Level 2 measurements include observable inputs other than quoted prices in active markets for identical assets and liabilities.

Common stocks are valued at the closing price reported on the active market on which the individual securities are traded.

Mutual and money market funds are valued at the net asset value (NAV) of shares held by the Plan at year end.

Collective trusts are valued at the unit of participation value of shares held by the Plan at year end.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, although management of the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The Plan's policy is to disclose transfers between levels based on valuations at the end of the reporting period.  There were no transfers between Levels 1 and 2 as of December 31, 2013 and 2012.

The following table sets forth by level, within the fair value hierarchy, the investments of the Master Trust as of December 31, 2013:

---

The following table sets forth by level, within the fair value hierarchy, the investments of the Master Trust as of December 31, 2012:

The PRIMCO 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.

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.

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, 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.

---

Investment income (loss) 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:

Administrative expenses paid by the Master Trust for the year ended December 31, 2013 totaled $1,447,369, of which $76,930 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.

Calculating the Interest Crediting Rate in Wrapper Contracts

The key factors that influence future interest crediting rates for a wrapper contract include:

 

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).

---

Investments in the PRIMCO Stable Value Fund at December 31, 2013 consisted of the following:

 

Contract Issuer		Security				Major Credit Rating				Investments at Fair Value				Wrapper Contracts at Fair Value				Adjustment to Contract Value
BTMU		Wrapper					A-/Aa3							$	–			$	(80,688	)
		IGT Invesco Core Fixed Income Fund								$	3,969,885
		IGT Invesco Intermediate Gov/Credit Fund									3,965,180
		IGT Invesco Short-term Bond Fund									21,277,211
ING		Wrapper					A-/A3								–				(291,106	)
		IGT ING Short Duration									12,172,844
ING		Wrapper					A-/A3								–				(14,632	)
		IGT Invesco Core Fixed Income Fund									1,548,376
ING		Wrapper													–				(31,596	)
		IGT Blackrock Core Fixed Income Fund					A-/A3				2,922,663
ING		Wrapper													–				(39,586	)
		IGT Goldman Sachs Core					A-/A3				2,932,069
ING		Wrapper													–				(27,428	)
		IGT PIMCO Core Fixed Income Fund					A-/A3				2,916,405
ING		Wrapper													–				(257,754	)
		IGT Invesco Short-term Bond Fund					A-/A3				12,172,107
Met Life		Wrapper					AA-/Aa3								–				(268,995	)
		Met SA 655 Blackrock Int GC									14,445,235
Monumental		Wrapper					AA-/A1								15,739				(449,154	)
		IGT BlackRock Core Fixed Income Fund									2,826,554
		IGT Goldman Sachs Core									2,838,293
		IGT Invesco Core Fixed Income Fund									197,724
		IGT Invesco Intermediate Gov/Credit Fund									2,773,128
		IGT Invesco Short-term Bond Fund									8,318,841
		IGT PIMCO Core Fixed Income Fund									2,823,634
Pacific Life Insurance		Wrapper					A+/A1								–				(307,558	)
		IGT Invesco Short-term Bond Fund									19,116,403
Prudential Insurance		Wrapper					AA-/A1								–				(1,304,388	)
		IGT Jennison Intermediate Gov/Credit Fund									13,675,823
		IGT Invesco Intermediate Gov/Credit Fund									6,869,996
		IGT PIMCO Intermediate Gov/Credit Fund									13,695,274
Short-term investments:
Fidelity Management		Fidelity Money Market					N/A				11,160,693				–				–
										$	162,618,338			$	15,739			$	(3,072,885	)

The average yield earned by the fund and the average yield based on interest rates credited to participants for the year ended December 31, 2013 was 1.344% and 1.741%, respectively. There was no change in the value of the fund's investments for the year ended December 31, 2013 due to changes in the fully benefit-responsive status of the Stable Value Fund's investment contracts.

 

---

Investments in the PRIMCO Stable Value Fund at December 31, 2012 consisted of the following:

 

Contract Issuer		Security				Major Credit Rating				Investments at Fair Value				Wrapper Contracts at Fair Value				Adjustment to Contract Value
Aviva Life		Wrapper					A-/Baa2							$	–			$	(675,262	)
		IGT Avia 1-5 Year Government Fund								$	12,056,956
		IGT Avia Core Fixed Income Fund									3,042,397
ING		Wrapper					A-/A3								–				(582,024	)
		IGT ING Short Duration									13,084,299
ING		Wrapper					A-/A3								–				(618,303	)
		IGT Invesco Multi-Manager Core Fixed Income Fund									11,339,155
ING		Wrapper													–				(569,478	)
		IGT Invesco Short-term Bond Fund									13,099,042
Met Life		Wrapper					AA-/Aa3								–				(669,751	)
		Met SA 628 Int G/C PIMCO									3,131,675
		Met SA 655 Blackrock Int GC									12,513,760
Monumental		Wrapper					AA-/A1								15,039				(1,147,327	)
		IGT BlackRock Core Fixed Income Fund									2,136,770
		IGT Goldman Sachs Core									2,150,728
		IGT Invesco Core Fixed Income Fund									2,144,054
		IGT Invesco Short-term Bond Fund									12,885,744
		IGT PIMCO Core Fixed Income Fund									2,151,978
Pacific Life Insurance		Wrapper					A+/A1								–				(749,630	)
		IGT Invesco Short-term Bond Fund									20,587,323
Prudential Insurance		Wrapper					AA-/A2								–				(2,792,479	)
		IGT Jennison Intermediate Gov/Credit Fund									13,062,970
		IGT Invesco Intermediate Gov/Credit Fund									13,032,135
		IGT PIMCO Intermediate Gov/Credit Fund									11,210,533
Short-term investments:
Fidelity Management		Fidelity Money Market					N/A				26,452,878				–				–
										$	174,082,397			$	15,039			$	(7,804,254	)

The average yield earned by the fund and the average yield based on interest rates credited to participants for the year ended December 31, 2012 was .810% and 2.009%, respectively. There was no change in the value of the fund's investments for the year ended December 31, 2012 due to changes in the fully benefit-responsive status of the Stable Value Fund's investment contracts.

---

4. Income Tax Status

The Plan has been designed to meet the requirements of the Internal Revenue Code ("IRC") under Section 401(a) and, therefore, the related trust is exempt from taxation. A favorable determination letter was received from the Internal Revenue Service on March 11, 2010. Since receiving the determination letter, the Plan has been amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Sponsor 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, the related trust remains tax exempt, and the Plan is no longer subject to income tax examinations for years prior to 2009.

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, 2013 and 2012 to the respective Forms 5500:

The following is a reconciliation of the net investment income from the Cameron International Corporation Master Trust per the financial statements for the year ended December 31, 2013 to Form 5500:

6. Subsequent Events

The Plan Sponsor has evaluated subsequent events through June 27, 2014, which is the date these financial statements were filed with the U.S. Securities and Exchange Commission.

---

 

Supplemental Schedule

Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant

 

Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)

 

EIN: 76-0451843 PN: 005

 

December 31, 2013

 

*Party-in-interest

---

SIGNATURE

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

INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING

UNIT EMPLOYEES AT THE CAMERON INTERNATIONAL CORPORATION

BUFFALO, NEW YORK PLANT

By:  Lisa Curtis

Member of the Cameron Benefits Committee

Date: June 27, 2014 

 

---

Exhibit

23.1

Consent of Doeren Mayhew to the incorporation by reference into the Registration Statement (File No. 333-57991) on Form S-8 of Cameron International Corporation of its report, dated June 27, 2014, with respect to the audited financial statements of the Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant as of December 31, 2013 and 2012.

---