Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

RANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORM 10-K/A

(Amendment No. 1)

þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

2015

OR

£TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIESEXCHANGE ACT OF 1934


Commission File Number 1-13884

CAMERON INTERNATIONAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

76-0451843

(State or other jurisdiction of incorporation or organizationorganization))

(I.R.S. Employer Identification No.)

1333 West Loop South

Suite 1700

Houston, Texas

Suite 1700

77027

Houston, Texas

77027

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code (713) 513-3300


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, Par Value $0.01 Per Share

New York Stock Exchange


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes RþNo £o


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes £oNo Rþ


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes RþNo £o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes RþNo £o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Rþ

Accelerated filer £o

Non-accelerated filer £o (Do not check if a smaller reporting company)

Smaller reporting company £o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £o  No Rþ


The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of the registrant as of June 30, 2013,2015, our most recently completed second fiscal quarter, was approximately $12,862,353,063.$8,048,562,581.  For purposes of the determination of the above statement amount only, all the directors and executive officers of the registrant are presumed to be affiliates.

The number of shares of Common Stock, par value $.01 per share, outstanding as of February 14, 2014,January 15, 2016 was 216,782,270.


DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant’s191,599,032.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report to Stockholderson Form 10-K for the fiscal year ended December 31, 20132015, originally filed on January 29, 2016 (the “Original Filing”). We are incorporatedfiling this Amendment to include the information required by reference into Parts IPart III and II. Portionsnot included in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of stockholders within 120 days of the registrant’s 2014 Proxy Statement for the Annual Meetingend of Stockholders to be held May 16, 2014 are incorporated by reference into Part III.




TABLE OF CONTENTS

 
ITEM
PAGE
 
 
PART I 
1.3
 
4
 
8
 
9
 
10
 
11
 
11
 
11
 
11
 
12
 
13
1A.13
1B.13
2.14
3.14
4.15
 
 
PART II 
5.16
6.16
7.17
7A.17
8.17
9.17
9A.17
9B.18
 
 
PART III 
1018
11.18
12.18
13.18
14.19
 
 
PART IV 
15.19
 
27
2

PART I

ITEM 1. BUSINESS

Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil, gas and process industries through three business segments, Drilling and Production Systems (DPS), Valves & Measurement (V&M) and Process & Compression Systems (PCS).  For additional business segment information for each of the three years in the periodour fiscal year ended December 31, 2013, see Note 15 of2015. In addition, in connection with the Notes to Consolidated Financial Statements, which Notes are incorporated herein by reference in Part II, Item 8filing of this Annual Report on Form 10-K.

In 1920, Jim Abercrombie, Ed Lorehn, Harry CameronAmendment and several other partners incorporated an oilfield repair shop in Houston, Texas under the name Cameron Iron Works (CIW).  Abercrombie subsequently invented and CIW manufactured the industry’s first blowout preventer for use in oil and gas well drilling.  CIW grew rapidly due to sales of blowout preventers and other oilfield equipment.  In the early 1940’s, CIW entered the market for defense-related equipment becoming a major supplier of anti-submarine and other naval armamentspursuant to the U.S. Navy.  CIW also became a leading supplier of forged metal products for both defense and oilfield applications replacing less durable cast metal components of the day.  CIW subsequently expanded into various other flow control, valve and pressure control equipment businesses acquiring Joy Petroleum Equipment and McEvoy-Willis wellhead equipment prior to its acquisition by Cooper Industries, Inc. in 1989.

Cameron was incorporated in its current form as a Delaware corporation on November 10, 1994, when Cooper Industries transferred all of the assets and liabilities of its Petroleum and Industrial Equipment segment into this new entity.  Following this, the Company operated as a wholly-owned subsidiary of Cooper Industries from 1994 until June 30, 1995, when it was spun-off as a separate stand-alone company and renamed Cooper Cameron Corporation.  The Company subsequently changed its name to Cameron International Corporation in May 2006.  Since becoming a stand-alone company, Cameron has made numerous acquisitions, including the 1996 acquisition of Ingram Cactus Company, the 1998 acquisition of Orbit Valve International, Inc., 2004’s acquisition of Petreco International, Inc., the purchase of substantially all of the businesses within the Flow Control segment of Dresser, Inc. in 2005, the acquisition of NATCO Group Inc. (NATCO) in 2009, the purchase of LeTourneau Technologies Drilling Systems, Inc. in 2011 and the acquisition of the TTS Energy Division from TTS Group, ASA in 2012.  In 2013, Cameron and Schlumberger Limited joined together to form OneSubsea, a venture established to manufacture and develop products, systems and services for the subsea oil and gas market.  Cameron is a 60% owner and manager of OneSubsea.  Today, Cameron is a Fortune 500 company with annual revenues of $9.8 billion and a workforce of over 29,000 employees.  Cameron also has legal entities in more than 50 countries worldwide.

The common stock of Cameron trades on the New York Stock Exchange under the symbol “CAM”.  The Company’s Internet address is www.c-a-m.com. General information about Cameron, including its Corporate Governance Principles, charters for the committees of the Company’s board of directors, Standards of Conduct, and Codes of Ethics for Management Personnel, including Senior Financial Officers and Directors, can be found in the Governance section of the Company’s website. The Company makes available on its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)rules of the Securities and Exchange Commission (“SEC”), we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 1934,2002. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Except as amended (the Exchange Act) as soon as reasonably practicable after the Company electronically files or furnishes themdescribed above, no other changes have been made to the United States SecuritiesOriginal Filing. The Original Filing continues to speak as of the date of the Original Filing, and Exchange Commission (the SEC).  Informationwe have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Material events may have occurred subsequent to the filing of the Original Filing that are not reflected in this Amendment.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

TO FORM 10-K/A

For the Year Ended December 31, 2015

Page

PART III

4

ITEM 10. Directors, Executive Officers and Corporate Governance

4

ITEM 11. Executive Compensation

11

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

32

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

34

ITEM 14. Principal Accounting Fees and Services

36

PART IV

37

ITEM 15. Exhibits

37

Signature

38

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

Certain information concerning our executive officers is contained in the discussion entitled “Executive Officers of the Registrant” in Part I of our Form 10-K filed by the Company with the SEC is also available at on January 29, 2016.

www.sec.govBoard of Directors or may be read

Our Board of Directors currently has eleven members and copiedone advisory director. All of the directors were previously elected by stockholders at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Information regarding operations2015 Annual Meeting of Stockholders. The following information as to our directors, as of March 2, 2016, is based upon our records and information furnished to us by the directors.

Name

 

Age

 

Other Positions with
Cameron and Principal
Occupation

 

Has served as
Director since

R. Scott Rowe

 

45

 

President and Chief Executive Officer

 

2015

Jack B. Moore

 

62

 

Chairman of the Board*

 

2007

H. Paulett Eberhart

 

62

 

Former President and Chief Executive Officer of CDI Corporation

 

2013

Peter J. Fluor

 

68

 

Chairman and Chief Executive Officer of Texas Crude Energy, LLC

 

2005

Douglas L. Foshee

 

56

 

Former Chairman, President and Chief Executive Officer of El Paso Corporation

 

2008

Rodolfo Landim

 

59

 

Controlling Partner and Managing Director of Mare Investimentos S.A.

 

2011

Michael E. Patrick

 

72

 

Retired, Vice President and Chief Investment Officer of Meadows Foundation, Inc.

 

1996

Timothy J. Probert

 

64

 

Former President of Strategy and Corporate Development of Halliburton Corporation

 

2015

Jon Erik Reinhardsen

 

59

 

President and Chief Executive Officer of Petroleum Geo- Services ASA

 

2009

Brent J. Smolik

 

55

 

President, Chief Executive Officer and Chairman of the Board of Directors of EP Energy Corporation

 

2015

Bruce W. Wilkinson

 

71

 

Lead Director; Former Chairman, President and Chief Executive Officer of McDermott International, Inc.

 

2002

James T. Hackett

 

62

 

Advisory Director, Former Chairman, President and Chief Executive Officer of Anadarko Petroleum Corporation

 

2012

*Non-executive Position

R. Scott Rowe, was named Chief Executive Officer in October 2015.  He had been President and Chief Operating Officer since October 1, 2014, with responsibility for Cameron’s global operations: Subsea, Surface, Drilling, Valves and Measurement and Operational

Excellence, and prior to that he served as a Vice President for Cameron and Chief Executive Officer for OneSubsea. He has held other significant positions in both Drilling and Production Systems and Valves and Measurement, including President of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.


Any reference to Cameron, its divisions or business units within this Form 10-K as being a leader, leading provider, leading manufacturer, or having a leading position is based on the amount of equipment installed worldwide and available industry data.

See “Glossary of Terms” at the end of Item 1 for definitions of certain terms used in this Form 10-K.
3

Business Segments

Markets and Products

Drilling & ProductionSubsea Systems Segment

The DPS segment includes businesses that provide systems and equipment used to drill, control pressures and direct flows of oil and gas wells. Its products are employed in a wide variety of operating environments including basic onshore fields, highly complex onshore and offshore environments, deepwater subsea applications and ultra-high temperature geothermal operations.

The products within this segment include drilling equipment packages, blowout preventers (BOPs), drilling risers, top drives, draw works, complete wellhead and Christmas tree systems for onshore and offshore applications, subsea production systems and manifolds and aftermarket parts and services.  In addition, the DPS segment designs and manufactures structural components for land and offshore drilling rigs.  The segment’s businesses also manufacture elastomers, which are used in pressure and flow control equipment and other petroleum industry applications, as well as in the petroleum, petrochemical, rubber molding and plastics industries.

The businesses within this segment primarily market their products directly to end-users through a worldwide network of sales and marketing employees, supported by agents in some international locations. Due to the technical nature of manydivision, President of the products, the marketing effort is further supported by a staffEngineered and Process Valves division, and Vice President and General Manager of engineering employees.  Customers include oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies and geothermal energy producers.

The businesses included in this segment are as follows:

Drilling Systems –

Drilling Systems is one of the leading global suppliers of integrated drilling systems for onshore and offshore applications. Drilling equipment designed and manufactured includes ram and annular BOPs, control systems, drilling risers, drilling valves, choke and kill manifolds, diverter systems, top drives, draw works, mud pumps, pipe handling equipment, other rig products and aftermarket parts and services. The products are marketed under the Cameron®, Guiberson, H&H CUSTOM, H&H Melco, LeTourneau®, Lewco®, OEM®, Sense and Townsendbrand names.

Drilling Systems significantly enhanced its product offerings to its customers with the late 2011 acquisition of LeTourneau Technologies Drilling Systems, Inc. (LeTourneau) from Joy Global Inc., and the mid-2012 acquisition of TTS Energy Division from TTS Group ASA, a Norwegian company (TTS).  LeTourneau provides drilling equipment and rig designs and components for both the land and offshore rig markets.  LeTourneau’s products include elevating systems, skidding systems, cranes, top drives, rotary tables, draw works, mud pumps and rig control and power systems.  TTS provides high performance drilling equipment, rig packages and rig solutions for both onshore and offshore rigs internationally.

Drilling Systems continues to be a primary supplier of BOPs and related equipment to the drilling industry.  The level of major project awards for new drilling equipment is often influenced by construction cycles for new build deepwater drillships and semi-submersibles, as well as shallow water jack-up rigs.  In recent years, the level of such awards was strong during the 2006 – 2008 and 2011 – 2012 time periods but has tapered off in 2013.  During 2012, orders for drilling equipment nearly doubled from 2011 as a result of the LeTourneau and TTS acquisitions mentioned above and due to a high level of major awards for drilling stacks and related equipment for new deepwater drilling rigs and as spares for existing rigs.  Additionally, land drilling has been bolstered in recent years by increased investment in unconventional markets like the major shale areas in North America and higher activity levels in the Middle East, Caspian and Far East.

Tighter regulations for the industry and an increased focus on safety have caused drilling contractors and operators, both on land and in deepwater environments, to turn to original equipment manufacturers (OEMs) for service, equipment repair and related parts, in many cases to re-certify BOP stacks back to OEM specifications or for new equipment to replace an aging fleet.  This has led to increased demand for aftermarket services and for additional drilling stacks, BOP’s and related equipment for use as spares to supplement or replace existing equipment currently in use.  The strong level of demand for aftermarket parts and services has contributed to a record backlog in this business, including a 13% increase from year end 2012 levels.

4

Drilling Systems has had efforts underway in the last couple of years to expand its global aftermarket capabilities as a result of the renewed industry emphasis on safety and enhanced focus on use of OEMs.  In order to meet increased customer demand, Drilling Systems increased its capital spending in 2013 by nearly 15% as compared to 2012 in order to expand its manufacturing capabilities in Singapore and Berwick, Louisiana, and to continue to add to its aftermarket capabilities worldwide.

Surface Systems –

Surface Systems designs and manufactures complete wellhead and Christmas tree systems for onshore and offshore applications – from conventional to high-pressure, high temperature systems, to specialized systems for dry completions and heavy oil.  Surface Systems, with its extensive global installed base of equipment, is the industry’s largest provider of surface completion and production equipment and has a large aftermarket footprint in each of its served markets.  Surface Systems provides a complete portfolio of API 6A valves, chokes, actuators and artificial lift technologies marketed under the Cameron®, Camrod, IC, McEvoy®, Precision, SBS, Tundra, Willis® and WKM® brand names.

New technology developments, along with robust customer spending in recent years for exploration and production within unconventional resource regions of North America, has resulted in increased demand for the Company’s equipment and services.  In order to further enhance its worldwide surface product and service offerings, the Company acquired Elco Filtration and Testing, Inc., CairnToul Well Equipment Services Limited and ICI Artificial Lift, Inc. during 2012.  As a result of these acquisitions, continued high demand for equipment and hydraulic fracturing support services in unconventional resource regions of North America, expansion into Iraq and higher activity and market penetration levels in certain other regions of the world, Surface Systems was able to exceed its previous record bookings level in 2012 by 23%, setting a new record in 2013.

Capital spending by Surface Systems increased 18% in 2013 as compared to 2012.  During 2013, the business added machine tools to increase its global capacity, continued to expand its fleet of rental equipment and added additional office space in connection with the Company’s continued growth.

OneSubsea –

On June 30, 2013, Cameron and Schlumberger Limited completed the formation of OneSubsea.  Cameron contributed its existing subsea business unit and received $600 million from Schlumberger, while Schlumberger contributed its Framo, Surveillance, Flow Assurance and Power and Controls businesses.  As 60% owner, Cameron is managing the venture and reflecting a noncontrolling interest in its financial statements for Schlumberger’s 40% interest in the venture.

Now established, OneSubsea is a leading provider of subsea production systems, subsea processing, controls, manifolds & wellheads. Furthermore, OneSubsea has an extensive service offering that spans all phases of production over the full life of the field.  In addition, with supporting services and technologies from its parent companies, OneSubsea has the ability to plan and deliver fully integrated solutions, requiring systems engineering and project management as well as installation and aftermarket support, from the reservoir to the producing facility.  OneSubsea markets its products under the Cameron®, Mars, McEvoy® and Willis® brand names.

Strong demand, mainly for projects offshore Brazil and in the UK North Sea, led to an 87% increase in the number of subsea trees awarded in 2013 as compared to 2012.  Of particular note was an award valued at almost $670 million for subsea trees and associated equipment destined for Pre-Salt and Post-Salt areas offshore Brazil, with deliveries of certain equipment commencing in 2014.
Valves & Measurement Segment

The V&M segment includes businesses that provide valves and measurement systems primarily used to control, direct and measure the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Equipment used in these environments is generally required to meet demanding standards set by the American Petroleum Institute and the American Society of Mechanical Engineers.

5

Products include gate valves, ball valves, butterfly valves, Orbit® valves, double block & bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services, as well as measurement products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.
This equipment and the related services are marketed through a worldwide network of combined sales and marketing employees, as well as distributors and agents in selected international locations. Due to the technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.  Customers include oil and gas majors, independent producers, engineering and construction companies, pipeline operators, drilling contractors and major chemical, petrochemical and refining companies.

During 2013, V&M experienced weakness, primarily in the Engineered Valves product line, after strong growth in both 2011 and 2012.

The businesses included in this segment are as follows:

Distributed Valves –

Distributed Valves provides a wide variety of valves used in the exploration, production and transportation of oil and gas, with products historically sold through a network of wholesalers and distributors, primarily in North America and to upstream markets in Asia-Pacific and the Middle East.  In order to expand the Company’s downstream industrial valve offerings, Douglas Chero, a forged gate, globe and check valve manufacturer located in Italy, was acquired during 2013 as an addition to the Distributed Valves division.

Distributed valves are marketed under Mr. Rowe joined Cameron in 2002 as Corporate Development Manager.

Jack B. Moore is our current Chairman of the brand names AOP, Demco®, Douglas Chero,  Dynatorque, Maxtorque, Navco®, Newco®, Nutron®, OIC®, Techno, Texstream, Thornhill Craver®, Wheatley®Board. He served as Cameron’s Chief Executive Officer from May 2008 to October 2015 and WKM®.


Engineered Valves –

Engineered Valves provides a full range of highly customized ball, gate and check valves servingwas our President from April 2008 until October 2014.

We believe Mr. Moore’s qualifications to serve on the Board include his over 40 years’ experience in the oil and gas production, pipeline, subseaindustry, his business acumen and liquefied natural gas (LNG) markets. Products are marketed under the brand names Cameron®, Entech, Grove®, Ledeen, Ring-O®, TK®, Tom Wheatley® leadership skills, and WKM®.  Demand for engineered valves has historically been affected by the scope and timinghis deep understanding of large development and infrastructure projects involving long lead times.


Process Valves –

Process Valves provides valves under the brand names of General Valve®, Orbit® and TBV for use in critical service applications that are often subject to extreme temperature conditions, particularly in refinery, power generation (including nuclear), chemical, petrochemical, gas processing and liquid storage terminal markets, including LNG.

Measurement Systems –

Measurement Systems designs, manufactures and distributes measurement products, systems and solutions to the global oil and gas, process and power industries. The group’s main product brand names include Barton®, Caldon®, Clif Mock, Jiskoot, Linco and Nuflo .

Aftermarket Services –

Aftermarket Services provides preventative maintenance, OEM spare parts, repair, field service, asset management and remanufactured products for valves and actuators.  The division operates service centers in strategically situated locations around the world.

Process & Compression Systems Segment

The PCS segment includes businesses that provide standard and custom-engineered process packages for separation and treatment of impurities within oil and gas and compression equipment and aftermarket parts and services to the oil, gas and process industries. Integrally geared centrifugal compressors are used by customers around the world in a variety of industries, including air separation, petrochemical, chemical and process gas. Products include oil and gas separation equipment, heaters, dehydration and desalting units, gas conditioning units, membrane separation systems, water processing systems, integral engine-compressors, separable reciprocating compressors, two and four-stroke cycle gas engines, turbochargers, integrally-geared centrifugal compressors, compressor systems and controls. Aftermarket services include spare parts, technical services, repairs, overhauls and upgrades.

6

The businesses included in this segment are as follows:

Process Systems & Reciprocating Compression –

The Process Systems & Reciprocating Compression (PRC) division represents a combination of the Company’s Process Services & Equipment (PSE) businessour Company and its Reciprocating Compression operations.

The PSE business provides standard and traditional wellhead and midstream oil, gas and water separation equipment along with aftermarket parts and services, as well as total solutions bundling, product rationalization and asset management capabilities for customer’s operating equipment in conventional oil and gas fields, as well as unconventional resource locations.  PSE’s main manufacturing facilities are located in Texas and North Dakota.

Reciprocating Compression equipment is used throughout the energy industry by gas transmission companies, compression leasing companies, oil and gas producers and independent power producers.  Reciprocating Compression products and services are marketed under the Ajax®, Cooper-Bessemer®, CSI, Enterprise®, Superior®, Texcentric and TSI brand names. Ajax integral engine-compressors, which combine the engine and compressor on a single drive shaft, are used for gas re-injection and storage, as well as on smaller gathering and transmission lines. Superior-brand separable compressors are used primarily for natural gas applications, including production, storage, withdrawal, processing and transmission, as well as refining and petrochemical processing. These high-speed separable compressor units can be matched with either natural gas engine drivers or electric motors, and utilized in on-shore and off-shore applications.

Reciprocating Compression also provides global support for its products and maintains sales and service offices in key international locations. For the year ended December 31, 2013, approximately 65% of the Reciprocating Compression revenues were generated by sales of aftermarket parts and services in support of the Company’s worldwide installed base of compression equipment.

Customers for PRC products include oil and gas majors, national oil companies, petrochemical and refining companies, midstream natural gas companies, independent power producers and compressed natural gas distribution companies.

As described further in Note 20 of the Notes to Consolidated Financial Statements, the Company announced on January 20, 2014, that it had entered into a definitive agreement to sell the Reciprocating Compression business to General Electric for cash consideration of approximately $550 million, subject to closing adjustments.  Closing on the sale is expected during the third quarter of 2014.  Beginning in the first quarter of 2014, the Reciprocating Compression business will be reported as discontinued operations derived from nine years in the Company’s consolidated financial statements.

Custom Process Systems –

The Custom Process Systems (CPS) business provides custom-engineered process packages to oiloperating divisions, 7 years as our Chief Executive Officer and gas majors, national oil companies, independent operators andfive years as our Chairman.

Mr. Moore is a director of KBR, Inc., a technology-driven engineering, procurement and construction companies worldwide for separationcompany and treatmentdefense services provider, and a director or Harbour Energy Ltd., a privately held upstream production company.  He serves on the board of oil, gas, waterthe Petroleum Equipment Suppliers Association, where he served as Chairman of the Board, the National Ocean Industries Association, and solids.  Products offeredthe American Petroleum Institute.

H. Paulett Eberhart is the former President, Chief Executive Officer and director of CDI Corporation. She joined CDI Corporation in 2011 from HMS Ventures, a privately held real estate and consulting services firm where she served as Chairman and Chief Executive Officer from 2009 to January 2011.

We believe Ms. Eberhart’s qualifications to serve on the Board include, separators, heaters, dehydrationamong others, CEO and desalting units, gas conditioning units, membrane separation systems, water processing systemsexecutive leadership, financial oversight responsibilities, and aftermarket partsenergy/oilfield services, international operations, and services.  The CPS manufacturing facilities are located in Louisiana and Canada along with a joint venture location in Saudi Arabia.


The Company’s  custom and standard and traditional process systems products are marketed under the Cameron®, Consept, Cynara®, Hydromation®, KCC, Metrol®, Mozley, NATCO®, Petreco®, Porta-test®, Unicel, Vortoil® and Wemco® brand names.

Centrifugal Compression –

Centrifugal Compression manufactures and packages integrally geared centrifugal compressors and provides aftermarket services to customers worldwide. Centrifugal plant air compressors, used primarily in industrial applications, are sold under the trade name of Turbo-Air®.

Engineered compressors are used in the air separation, gas transmission, and process gas markets and are identified by the MSG® trade name. The Centrifugal Compression manufacturing facilities are located in Buffalo, New York and Gaomi, China.  The plant air product line ranges from 250 to 2,500 HP and is packaged with an electric motor driver.  The engineered compressor product line ranges from 500 HP to 24,000 HP, and can be driven by an electric motor, gas engine, or steam turbine.

7

Centrifugal Compression also provides installation and maintenance services, parts, repairs, overhauls and upgrades to its worldwide customers for plant air and process gas compressors.corporate governance experience.  In addition, it provides aftermarket serviceshe served as President, Americas, Senior Vice President, and repairs on all equipment it produces throughPresident of Solutions Consulting at Electronic Data Systems Corporation (EDS, now part of Hewlett-Packard Company), an information technology and business process outsourcing company, where she held multiple senior-level financial and operational roles, including four presidencies during her 26 years at EDS.

Ms. Eberhart is a worldwide networkdirector of distributors, service centersAnadarko Petroleum Corporation, an exploration and field service technicians utilizing an extensive inventoryproduction company; Ciber, Inc., a global information technology consulting, services and outsourcing company; and LPL Financial Holdings Inc., a financial advisory and research firm. She is a former director of parts marketed underCDI Corporation, Advanced Micro Devices, Inc., a designer and integrator of technologies powering intelligent devices, and Fluor Corporation, a provider of engineering, procurement, construction, maintenance, and project management.

Peter J. Fluor is Chairman of the Joy brand name.


Centrifugal Compression customers includeBoard and Chief Executive Officer of Texas Crude Energy, LLC, a private, independent oil and gas majors, national oil companies, air separation companies, independent power producers, petrochemicalexploration company.  Mr. Fluor has been employed by Texas Crude Energy, LLC since 1972 in positions of increasing responsibilities, including President and refining companies, midstreamChief Financial Officer.

We believe Mr. Fluor’s qualifications to serve on the Board include, among others, CEO and executive leadership, financial oversight responsibilities, and energy/oilfield services, international operations, and corporate governance experience.  He offers the perspective of an experienced leader and executive in the energy industry.

Mr. Fluor is a director of Fluor Corporation, a provider of engineering, procurement, construction, maintenance and project management, and is currently its Lead Independent Director. He is also a director of Anadarko Petroleum Corporation and a former director of Devon Energy Corporation, both exploration and production companies.

Douglas L. Foshee is currently the owner of Sallyport Investments, LLC, a private investment firm.  He was the Chairman and Chief Executive Officer of El Paso Corporation, formerly a natural gas companies and durable goods manufacturers.


Atpipeline company, and a director of El Paso Pipeline GP Company, L.L.C., the same timegeneral partner of El Paso’s publicly traded master limited partnership, El Paso Pipeline Partners, L.P., until May 2012 when El Paso was acquired by Kinder Morgan, Inc.  He also served as a Trustee of AIG Credit Facility Trust, overseeing the announcementU.S. government’s equity interest in American International Group for the benefit of the saleU.S. Treasury, and as Chairman of the Reciprocating Compression business described above, the Company also announced that it intends to explore strategic alternatives for the Centrifugal Compression business during 2014 to further enhance the Company’s focus on its core businesses.  The Centrifugal Compression division will continue to be reported in the Company’s continuing operations while the Company is in the processFederal Reserve Bank of exploring the various strategic alternatives for this business.

Market Issues

Cameron is one of the leaders in the global market for the supply of petroleum production equipment. Cameron believes that it is well-positionedDallas, Houston Branch.

We believe Mr. Foshee’s qualifications to serve these markets. Planton the Board include, among others, CEO and service center facilities aroundexecutive leadership, financial oversight responsibilities, and energy/oilfield services, international operations, and corporate governance experience.  He provides significant experience in the world in major oil and gas producing regions provide broad market coverage. Information relating to revenues generated from shipments to various geographic regionsindustry and a significant depth of the world is set forth on page 29 of “Management’s Discussionfinancial and Analysis of Financial Conditioncorporate governance knowledge. He has held leadership and Results of Operations of Cameron International Corporation” incorporated by reference in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.


The success of hydraulic fracturing activities in recent periods has led to increased supplies of natural gas in North America which has driven down prices.  As a result, operations have begun to shift more to liquid plays such as the Bakken and Eagle Ford shale regions.  The increased supplies of fossil fuels in North America resulting from these new exploration and production technologies, as well as a curtailment in demand as a result of economic conditions and energy saving and alternative energy initiatives, have led some organizations to forecast that North America could eventually become a net exporter of oil and natural gas.  The success of these activities has also led to a heightened focus by government regulators which could impede the use of these new technologies or increase their costexecutive positions in the future.

As a result of tighter regulations for the industry and an increased focus on safety, the Company has experienced increased demand, as described above,oilfield services sector, in its drilling aftermarket business to servicewhich Cameron competes, and in many cases, re-certify existing BOP stacks backfinance.

Rodolfo Landim is the Controlling Partner and Managing Director of Mare Investimentos S.A., a private equity and venture capital firm that seeks to original OEM specifications.  The Company believes this trend by operators to use OEM’s to service their equipment will continueinvest in the near future.


The market beyond North America continues to be of greater importance to Cameron, accountingsupply chain goods and services for approximately 61% of Cameron’s revenues for the year ended December 31, 2013, up from 55% in 2012.   The desire to expand oil and gas resourcessector in Brazil, and transmission capacity in developedPartner and developing countries, for both economic and political reasons, continues to beChief Executive Officer of Ouro Preto Oleo e Gas, a major factor affecting market demand.  Production and service facilities in North and South America, Europe, Asia, the Middle East and West Africa provide the Company with the ability to serve the global marketplace.

Based upon the Company’s broad portfolio of products, Cameron has a significant presence in the offshoreBrazilian oil and gas drilling, productioncompany integrating business strategy and infrastructure market.  The Companytechnical expertise to Brazil’s exploration sector.

We believe Mr. Landim’s qualifications to serve on the Board include, among others, executive leadership, financial oversight responsibilities, international operations, and corporate governance experience.  He provides BOPs, drilling and production risers, subsea production systems,extensive experience in the oil and gas separation equipment, chokes, valvesindustry, particularly within the oilfield service sector. He has held leadership and compression equipmentexecutive positions in several Brazilian entities for over 30 years.

Michael E. Patrick served, until his retirement in 2010, as the Vice President and Chief Investment Officer of Meadows Foundation, Inc., a philanthropic association.

We believe Mr. Patrick’s qualifications to serve on the Board include, among others, executive leadership, financial oversight responsibilities, and energy/oilfield services and corporate governance experience.

Mr. Patrick is the founder and a principal of VestU, LLC, a web-based provider of investment education and a former director of BJ Services, an oilfield service company acquired by Baker Hughes International in 2010, and Apptricity Corporation, which provides enterprise applications and services used to automate financial management, advanced logistics, supply chain, and workforce management.

Timothy J. Probert is a Senior Advisor to First Reserve, a global private equity investment firm exclusively focused on energy. During 2014, Mr. Probert served as Strategic Advisor to the Chief Executive Officer of Halliburton and was a member of Halliburton’s Executive Committee. Prior to that he served as its President of Strategy & Corporate Development from 2011 to 2014 during which time he also directed Halliburton’s global technology portfolio. Prior to that, he was President of Halliburton’s Global Business Lines, responsible for overseeing both Halliburton operating divisions from 2010 to 2011. Earlier in his career with Halliburton, he was President of Drilling & Evaluation Division.

We believe Mr. Probert’s qualifications to serve on the Board include, among others, executive leadership, financial oversight responsibilities, over 30 years industry experience in the energy/oilfield services sector and international operations, and corporate governance experience.

Mr. Probert is a director of True Oil LLC, a privately owned company with interests in the oil and gas industry and Hoover Solutions, a privately owned company providing liquid handling solutions to the energy, petrochemical and other industries. He is a former director of El Paso Corporation, formerly a natural gas and pipeline company, and a former director of Core Laboratories, a provider of reservoir description and reservoir management services.

Jon Erik Reinhardsen is President and Chief Executive Officer of Petroleum Geo-Services ASA (PGS), a company headquartered in Oslo, Norway, that provides a broad range of products to help oil companies find oil and gas reserves offshore market.  In fact, six ofworldwide, including seismic and electromagnetic services, data acquisition, processing, reservoir analysis/interpretation and multi-client library data.

We believe Mr. Reinhardsen’s qualifications to serve on the Company’s divisions participateBoard include, among others, CEO and executive leadership, financial oversight responsibilities, and energy/oilfield services, international operations, and corporate governance experience.  His expertise with large-scale offshore projects while serving in this market.  Approximately 44% of the Company’s 2013 revenue was derived from the deepwater market.


Cameron is also a significant participant, through its OneSubsea ventureexecutive positions with Schlumberger, in serving the subsea systems projects market.  This market is significantly different from the Company’s other markets since subsea systems projects are significantly largerPGS and Aker Kvaerner, similar in scope and complexity to Cameron’s, is extremely helpful in termsCameron’s evaluation and execution of both technicalits subsea systems projects.

Mr. Reinhardsen serves on the boards of AWilhelmsen Management AS, a privately owned investment company located in Oslo, Norway with holdings in shipping, retail, real estate, cruise vacations, and logistical requirements. Subsea projects (i) typically involve long lead times, (ii) typically are largerfinancial investments and Telenor ASA, a Norwegian multinational telecommunications company headquartered in financial scope, (iii) typically require substantial engineering resources to meetFornebu, Norway and publicly listed on the technical requirementsOslo Stock Exchange. He is a former director of Höegh LNG Holdings Ltd. and Höegh Autoliners Holding AS.

Brent J. Smolik has been President, Chief Executive Officer and Chairman of the projectBoard of Directors of EP Energy Corporation, a North American oil and (iv) often involvenatural gas exploration and development company, since August 2013.  He previously served as Chairman of the applicationBoard of existing technologyManagers of EPE Acquisition from May 2012 to new environmentsAugust 2013. Prior to that, he was Executive Vice President and in some cases, new technology. The Company’s OneSubseaa member of the Executive Committee of El Paso Corporation since November 2006.

We believe Mr. Smolik’s qualifications to serve on the Board include, among others, his deep knowledge of the exploration and production business, received ordersCEO and executive leadership, financial oversight responsibilities, international operations, and corporate governance experience.

Mr. Smolik also serves on the boards of nearly $3.7 billion during 2013.  Total backlogthe American Exploration and Production Council and Producers for OneSubsea at December 31, 2013American Crude Oil Exports.

Bruce W. Wilkinson serves as Cameron’s Lead Director. He was almost $4.4 billion,the Chairman, President and Chief Executive Officer of which approximately $3.0 billion was forMcDermott International, Inc., a leading global engineering and construction company from 2000 to 2008.

We believe Mr. Wilkinson’s qualifications to serve on the Board include, among others, CEO and executive leadership, financial oversight responsibilities, and energy/oilfield services, international operations, and corporate governance experience.  In addition to his knowledge of the oilfield services sector and governance matters affecting public corporations, Mr. Wilkinson’s familiarity with the large-scale, complex projects undertaken by McDermott is

valuable to Cameron’s evaluation and execution of its subsea systems projects.  Toprojects, which carry similar challenges of scope and complexity.

He serves on the extent the Company experiences unplanned difficultiesBoard of Directors of PNM Resources Inc., a holding company of utilities based in meeting the technical and/or delivery requirementsNew Mexico.

Advisory Director

James T. Hackett was a director from 2012 to 2015 when he became an advisory director.  He is a partner with Riverstone Holdings LLC, a private energy investment firm. He served as Executive Chairman of the projects or has difficulty fully integrating the businesses contributed by Schlumberger to OneSubsea into its operations, the Company’s earnings or liquidity could be negatively impacted.  For additional information, see the Company’s “Management’s Discussion and AnalysisBoard of Financial Condition and Results of Operations of Cameron International Corporation” incorporated by reference in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.


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The creation of OneSubsea in 2013 allows the Company to bring together Schlumberger’s expertise in subsea processing and platform integration with Cameron’s capabilities in subsea equipment to provide customers with the ability to greatly increase their subsea reservoir recovery rates.

Also, see Part I, Item 1A for a discussion of other risk factors, some of which are market related, that could affect the Company’s financial condition and future results.

New Product Development

For the years ended December 31, 2013, 2012 and 2011, the Company incurred research and product development costs, including costs incurred on projects designed to enhance or add to its existing product offerings, totaling approximately $83.1 million, $62.7 million and $60.6 million, respectively.  DPS accounted for 73%, 67% and 59% of each respective year’s total costs.

During 2012, Cameron funded university research along with research at a private spin-off business named NanoMech resulting in the creation of TriboTuff® lubricant, a macro-molecular nano-manufactured solution which reduces mechanical friction to near zero improving the performance of machinery and critical oilfield components.

Cameron is also funding university research in both the United States and Brazil in developing advanced materials that dampen vibration that could be caused by ocean currents in subsea environments.  Cameron's researchers are working with a variety of technical partners around the world in developing elastomer seals that perform better in low temperature, high pressure environments.

During 2010, Cameron received an order from an oil and gas operator for the design, test and manufactureAnadarko Petroleum Corporation, one of the world’s first 13⅝” 25,000-psi BOP stacklargest independent oil and natural gas exploration and production companies from 2012 to 2013. Prior to that, Mr. Hackett served as Anadarko’s Chief Executive Officer from 2003 and Chairman of the Board from January 2006 to 2012. He also served as Anadarko’s President from 2003 to 2010.

Mr. Hackett is a director of Fluor Corporation and Enterprise Products Partners, LP, both Fortune 500 companies. He also serves on the Board of a closed investment fund traded on the London Stock Exchange called Riverstone Energy Ltd. He is a former director of Halliburton Company and the former Chairman of the Board of the Federal Reserve Bank of Dallas.

Meetings and Meeting Attendance

The Board and its Committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Board and Committee agendas include regularly scheduled executive sessions for use in a high-pressure application in the Gulfindependent directors to meet without management present. The Board’s Lead Director leads the executive sessions of Mexico.  This new BOP was deliveredthe Board, and the Committee Chairs lead those of the Committees. The Board has delegated various responsibilities and authority to the customerBoard Committees as described in late 2011.


Additionally, after introducing the world’s first 18¾” 20,000-psi BOP stack in 2009, Cameron received the first order for such a unit from a major offshore drilling contractor during 2010.  This new offering provides the characteristics of reduced heightthis Form 10-K/A. Committees regularly report on their activities and weight found in the EVO® BOP that was introduced in 2007 as a compact, lighter version of Cameron’s traditional subsea BOP.  Also during 2008, the Company introduced the Sea Pressure Accumulator (SPA), a complementactions to the EVO BOP, which uses seawater pressure insteadfull Board. Board members are permitted access to all of traditional nitrogen-charged accumulator bottles to powerour employees outside of Board meetings. Board members periodically visit Cameron sites and events worldwide and meet with local management of those sites and at events.

During 2015, our Board of Directors held twelve meetings; the BOP rams.  In 2012, Cameron developed a derivative system of SPA called Sea Pressure Reduction Assembly (SPRA), which reduces hydrostatic seawater effects onAudit Committee held seven meetings; the EVO BOP operating system.  This, in turn, makes more efficient use of existing accumulator capacity.


In 2012, Cameron Drilling Systems, along with Valves & Measurement’s Caldon business, cooperatively worked to complete the full qualification of an ultrasonic position sensor to precisely measure BOP piston position.

Cameron’s Drilling Systems business also continues to focus on developing new technology for blowout preventers involving additional cavities and more shearing power for greater system redundancy.

Cameron’s Surface Systems division has in its rental fleet its FT-90 frac tree, an ultra-compact design that reduces the overall frac stack height, which improves efficiency and safety.  It has also developed a Mono Line Frac Fluid Delivery System which eliminates a significant number of frac iron connections resulting in a reduced footprint and other safety benefits.  In addition, Cameron is developing a line of tree mounted ball catchers targeted at the North and South America unconventional resource markets.

During 2011 and 2012, Surface Systems also manufactured the first 25,000 psi, 450°F rated production tree, which has now been installed.  The tree and wellhead system are suitable for a range of extreme production applications.  The first full bore (18-3/4”) 15,000 psi double metal seal wellhead was installed on an offshore platform in the North Sea.  In 2012, Cameron also began delivering high spec wedge gate valves, starting with the 9 inch, 10,000 psi size.   These valves are used on critical wellheads and allow the integrity of the gate seal to be checked internally, independent of the well bore.  Another product innovation in 2012 was the development and validation of a complete 18-3/4” 15,000-psi dual metal-to-metal full bore wellhead system.

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OneSubsea is currently focused on several areas of new technology development including processing, controls, optimization and high pressure, high temperature (HPHT) applications.  As an example, in 2013, OneSubsea received an award for its first modern HPHT vertical monobore tree for use in the North Sea following several years of design work and qualification testing.  Also in 2013, OneSubsea completed the design and qualification testing for its first wet gas compression system for use in the North Sea and delivered its first high pressure, high power multiphase pump for a deepwater project in the Gulf of Mexico.
Custom Process Systems continues to improve its CO2 membrane technology.  A new CO2 membrane product was released in 2012 with capabilities to handle higher natural gas pressures and lower CO2 concentrations, which will be primarily marketed for on-shore gas processing applications.  This technology is a replacement for older amine acid gas removal systems, but has a significant lower operating cost, modular construction and a smaller footprint.

In 2011, CPS began offering Bilectric® HF, an improved desalting technology which combines our established Bilectric desalting product with the performance enhancements achieved by our Dual Frequency® power units.  This hybrid of two established technologies will provide producers and refiners with improved desalting and dehydration performance on difficult oils.

Utilizing the Company’s knowledge of high-speed turbomachinery and fluid dynamics, Cameron engineers volunteered their time in 2012 and 2013 to work with surgeons at the Texas Heart Institute in Houston, Texas to develop a new heart pump to potentially become the world’s first pulseless artificial heart.

Competition

Cameron competes in all areas of its operations with a number of other companies, some of which have financial and other resources comparable to or greater than those of Cameron.

Cameron has a leading position in the petroleum production equipment markets. In these markets, Cameron competes principally with Aker Solutions, Balon Corporation, Circor International, Inc., Dover Corporation, Dril-Quip, Inc., Emerson Process Management, FlowServ Corp., FMC Technologies, Inc., GE Oil & Gas Group, Master Flo (a Stream-Flo Industries Ltd. company), National Oilwell Varco Inc., PBV-USA, Inc. (a Zy-Tech Global Industries company), Petrovalve (a Flotek Industries, Inc. company), Pibiviese, Robbins & Myers Fluid Management Group, SPX Corporation’s Flow Technology Segment, Tyco International Ltd.Compensation Committee held six meetings; and the Artificial Lift Systems business of Weatherford, Ltd.

The principal competitive factors in the petroleum production equipment markets are technology, quality, serviceNominating and price. Cameron believes several factors give it a strong competitive position in these markets. Most significant are Cameron’s broad product offering, its worldwide presence and reputation, its service and repair capabilities, its expertise in high-pressure technology and its experience in alliance and partnership arrangements with customers and other suppliers.

Although Cameron reached an agreement in January 2014 to sell its Reciprocating Compression business, and intends to evaluate strategic alternatives during 2014Governance Committee held four meetings. Attendance for its Centrifugal Compression business, the Company has historically had an established position in the compression equipment markets. In these markets, Cameron has competed principally with Ariel Corporation, Atlas-Copco AB, Dresser-Rand, FS-Elliott Company LLC, GE Oil and Gas Group, Hoerbiger Group, Ingersoll-Road, MAN Turbo, Samsung Techwin and Siemens. The principal competitive factors in the compression equipment markets have been engineering and design capabilities, product performance, reliability, quality, service and price. Cameron has maintained a competent engineering staff and skilled technical and service representatives.

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Manufacturing
Cameron has manufacturing facilities worldwide that conduct a broad variety of processes, including machining, fabrication, assembly and testing, using a variety of forged and cast alloyed steels and stainless steel as the primary raw materials.  Cameron has, at various times, rationalized plants and products, closed various manufacturing facilities, moved product lines to achieve economies of scale, and upgraded other facilities.  The Company has also recently constructed or begun construction on new facilities, mainly in certain locations outside of North America, in order to meet current and expected future demand, particularly with regard to its drilling, surface and subsea product offerings.  This is an ongoing process as the Company seeks ways to improve delivery performance and reduce costs.  Cameron maintains advanced manufacturing, quality assurance and testing equipment geared to the specific products that it manufactures and uses process automation in its manufacturing operations.  Manufacturing facilities typically utilize computer-aided, numeric-controlled tools and manufacturing techniques that concentrate the equipment necessary to produce similar products in one area of the plant in a configuration commonly known as a manufacturing cell.  One operator in a manufacturing cell can monitor and operate several machines, as well as assemble and test products made byall such machines, thereby improving operating efficiency and product quality.
Cameron’s test capabilities are critical to its overall processes. The Company has the capability to test most equipment at rated operating conditions, measuring all operating parameters, efficiency and emissions. All process compressors for air separation and all plant air compressors are given a mechanical and aerodynamic test in a dedicated test center prior to shipment.
All of Cameron’s Asian, European and Latin American manufacturing plants are ISO certified and API licensed, and most of the U.S. plants are ISO certified. ISO is an internationally recognized verification system for quality management.

Backlog
Cameron’s backlogmeetings was approximately $11.5 billion at December 31, 2013 (approximately 46% of which97%. Each director is expected to be shipped during 2014), as comparedmake a reasonable effort to $8.6 billion at December 31, 2012, and $6.0 billion at December 31, 2011.  Backlog consistsattend all meetings of customer orders for which a purchase order or contract has been received, satisfactory credit or financing arrangements exist and delivery is scheduled.

Patents, Trademarks and Other Intellectual Property
As partthe Board, all meetings of its ongoing research, development and manufacturing activities, Cameron has a policy of seeking patents when appropriate on inventions involving new products and product improvements. Cameron owns 490 unexpired United States patents and 1,294 unexpired foreign patents. During 2013, 93 new U.S. and 68 new foreign patent applications were filed.
Although, in the aggregate, these patents are of considerable importance to the manufacturing of many of its products, Cameron does not consider any single patent or group of patents to be material to its business as a whole.
Trademarks are also of considerable importance to the marketing of Cameron’s products. Cameron considers the following trade names to be material to its business as a whole: CAMERON, COOPER-BESSEMER, AJAX, WILLIS, W-K-M, NATCO and LeTourneau. Other important trademarks used by Cameron are included under “Markets and Products” above.  Cameron has registered trademarks in countries where such registration is deemed important.  Cameron has the right to use the trademark Joy on aftermarket parts until November 2027.
Cameron also relies on trade secret protection for its confidential and proprietary information. Cameron routinely enters into confidentiality agreements with its employees, partners and suppliers. There can be no assurance, however, that others will not independently obtain similar information or otherwise gain access to Cameron’s trade secrets.

Employees
As of December 31, 2013, Cameron had over 29,000 employees,Committees of which nearly 20% were represented by labor unions.
During 2013, the Company entered into new labor agreements with more than 2,500 employees, primarily in Brazil, Romania, the United Kingdomsuch director is a member, and Norway.
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Executive Officersstockholders. All of the Registrant

Name and Age
Present Principal Position and Other Material Positions Held During Last Five Years
Jack B. Moore (60)
Chairman of the Board of Directors since May 2011.  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 segment 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.
John D. Carne (65)
Chief Executive Officer of OneSubsea since June 2013.  Executive Vice President since March 2010.  Chief Operating Officer from August 2010 to January 2013.  Senior Vice President from February 2006 to February 2010.  Vice President from May 2003 to February 2006. President, Drilling and Production Systems segment since January 2007. President, Valves and Measurement segment 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.  Mr. Carne has announced his retirement from Cameron and OneSubsea effective February 28, 2014.
William C. Lemmer (69)
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.
Charles M. Sledge (48)
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.
Gary M. Halverson (55)
President, Drilling & Production Systems since October 2013.  Senior Vice President since October 2012.  Vice President from October 2010 to October 2012.  President, Surface Systems since 2005.  Vice President and General Manager Cameron Western Hemisphere from 2003 to 2005.  General Manager of Cameron Latin America from 2001 to 2003.  Director of Sales and Marketing for Cameron Asia Pacific Middle East from 1995 to 2001.
James E. Wright (60)
Senior Vice President since March 2010.  President, Valves & Measurement segment 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 Valves & Measurement from August 1998 to June 2001.
Steven P. Geiger (60)
Vice President, Human Resources since January 2014.  Vice President of Human Resources and Operational Excellence from June 2013 to December 2013. Vice President of Operational Excellence from February 2013 to June 2013.  Senior Vice President at Senn-Delaney Leadership Consulting Group from July 2008 to February 2013.  Also served as Interim Chief Operating Officer of James Cancer Hospital, Ohio State University, from January 2010 to June 2010.
Christopher A. Krummel (45)
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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Glossary of Terms

Stockholders.

ActuatorAudit Committee. A hydraulic or electric motor used to open or close valves.


Blowout Preventer or BOP. A hydraulically operated system of safety valves installed at the wellhead during drilling and completion operations for the purpose of preventing an increase of high-pressure formation fluids — oil, gas or water — in the wellbore from turning into a “blowout” of the well.

Centrifugal compressor. A compressor with an impeller or rotor, a rotor shaft and a casing which discharges gases under pressure by centrifugal force.

Choke. A type of valve used to control the rate and pressure of the flow of production from a well or through flowlines.

Christmas tree. An assembly of valves, pipes and fittings used to control the flow of oil and gas from a well.

Compressor. A device used to create a pressure differential in order to move or compress a vapor or a gas.

Controls. A device which allows the remote triggering of an actuator to open or close a valve.

Drilling stack. A vertical arrangement of blowout prevention equipment installed at the top of the casing at a wellhead to provide maximum pressure integrity in the event of a well control incident for drilling and completion operations.

Elastomer. A rubberized pressure control sealing element used in drilling and wellhead applications.

Integral reciprocating engine-compressor. A compressor in which the crankshaft is shared by the engine and compressor, each having its own piston rods driven by the shared crankshaft.

Integrally geared centrifugal compressor. A compressor in which the motor is geared so that the compressor runs at higher rpms than the motor itself to gain efficiency.

Reciprocating compressor. A compressor in which the compression effect is produced by the reciprocating motion of pistons and plungers operating in cylinders.

Riser. Pipe used to connect the wellbore of offshore wells to drilling or production equipment on the surface, and through which drilling fluids or hydrocarbons travel.

Subsea tree. An assembly of valves, actuators and ancillary equipment connected to the top of the casing of a well located on the sea floor to direct and control the flow of oil and gas from the well.

Valve. A device used to control the rate of flow in a line, to open or shut off a line completely, or to serve as an automatic or semi-automatic safety device.

Wellhead. The equipment installed at the surface of a wellbore to maintain control of a well and including equipment such as the casing head, tubing head and Christmas tree.

ITEM 1A. RISK FACTORS

The information set forth under the caption “Factors That May Affect Financial Condition and Future Results” on pages 45 to 49 in the 2013 Annual Report to Stockholders is incorporated herein by reference.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There were no unresolved comments from the SEC staff at the time of filing of this Form 10-K.

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ITEM 2. PROPERTIES

The Company manufactures, markets and sells its products and provides services throughout the world, operating facilities in numerous countries ranging in size from approximately 200 square feet to approximately 1,100,000 square feet.  In addition to its manufacturing facilities, the Company also owns and leases warehouses, distribution centers, aftermarket and storage facilities, sales and administrative offices. The Company leases its corporate headquarters office space and headquarters space for the staff of certain of its segments and divisions in Houston, Texas.

 The table below shows the number of significant operating manufacturing, warehouse, distribution and aftermarket facilities and sales and administrative offices by business segment and geographic area at December 31, 2013. DPS and V&M share space in certain facilities and, thus, are being reported together.

 
 Americas  
Asia/Pacific and
Middle East
  
Europe/Africa/
Caspian/Russia
  Total 
DPS and V&M ―
 
  
  
  
 
Number of locations  158   43   43   244 
Square footage:
                
Owned  6,456,046   18,729   3,949,298   10,424,073 
Leased  3,436,301   4,151,531   1,356,114   8,943,946 
 
                
PCS ―                
Number of locations  52   10   4   66 
Square footage:
                
Owned  1,421,639         1,421,639 
Leased  1,220,899   485,554   58,850   1,765,303 
 
                
Corporate ―                
Number of locations  4   1   2   7 
Square footage:
                
Owned            
Leased  409,989   19,098   13,149   442,236 
 
                
Total ―                
Number of locations  214   54   49   317 
Square footage:
                
Owned  7,877,685   18,729   3,949,298   11,845,712 
Leased  5,067,189   4,656,183   1,428,113   11,151,485 

The Company’s operations in the “Americas” are mainly located in North and South America.  The Company’s operations in the “Asia/Pacific and Middle East” region are mainly located on the Asian continent, in countries considered to be on the Pacific rim of the Asian continent or in the area of the world commonly known as the “Middle East”.  The Company’s operations in “Europe/Africa/Caspian/Russia” are mainly located in the United Kingdom, Norway, on the European continent, in Angola, Algeria, Nigeria, Russia and areas surrounding the Caspian Sea.

Cameron believes its facilities are suitable for their present and intended purposes and are adequate for the Company’s current and anticipated level of operations.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to a number of contingencies, including litigation, tax contingencies and environmental matters.

Litigation

The Company also has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2013, the Company’s Consolidated Balance Sheet included a liability of approximately $14.8 million for such cases. The Company believes, based on its review of the facts and law, that the potential exposure from these suits will not have a material adverse effect on its consolidated results of operations, financial condition or liquidity.

Tax and Other Contingencies

The Company has legal entities in over 50 countries. As a result, the Company is subject to various tax filing requirements in these countries. The Company prepares its tax filings in a manner which it believes is consistent with such filing requirements. However, some of the tax laws and regulations to which the Company is subject require interpretation and/or judgment. Although the Company believes the tax liabilities for periods ending on or before the balance sheet date have been adequately provided for in the financial statements, to the extent a taxing authority believes the Company has not prepared its tax filings in accordance with the authority’s interpretation of the tax laws and regulations, the Company could be exposed to additional taxes.

The Company has been assessed customs duties and penalties by the government of Brazil totaling almost $50.0 million at December 31, 2013, including interest accrued at local country rates, following a customs audit for the years 2003-2010.  The Company filed an administrative appeal and believes a majority of this assessment will ultimately be proven to be incorrect because of numerous errors in the assessment, and because the government has not provided appropriate supporting documentation for the assessment.  As a result, the Company currently expects no material adverse impact on its results of operations or cash flows as a result of the ultimate resolution of this matter.  No amounts have been accrued for this assessment as of December 31, 2013 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) with respect to two sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. One of these sites is Osborne, Pennsylvania (a landfill into which a predecessor of the PCS operation in Grove City, Pennsylvania deposited waste), where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The other is believed to be a de minimis exposure. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other sites which had been active for many years and which may have yet undiscovered contamination. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. At December 31, 2013, the Company’s Consolidated Balance Sheet included a noncurrent liability of approximately $3.2 million for these environmental matters.

In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above had migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners. Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by homeowners.  The Company has settled these claims, primarily as a result of the settlement of a class action lawsuit, and is obligated to reimburse approximately 190 homeowners for any diminution in value of their property due to contamination concerns at the time of the property’s sale. Test results of monitoring wells on the southeastern border of the plume indicate that the plume is moving in a new direction, likely as a result of a ground water drainage system completed as part of an interstate highway improvement project.  As a result, the Company notified 39 additional homeowners, and may provide notice to additional homeowners, whose property is adjacent to the class area that their property may be affected.  The Company is reviewing whether additional remedial measures are appropriate.  The Company believes, based on its review of the facts and law, that any potential exposure from existing agreements as well as any possible new claims that may be filed with respect to this underground water contamination will not have a material adverse effect on its financial position or results of operations. The Company’s Consolidated Balance Sheet included a liability of approximately $7.1 million for these matters as of December 31, 2013.

The Iran Threat Reduction and Syria Human Rights Act of 2012

The Iran Threat Reduction and Syria Human Rights Act of 2012, passed by the United States Congress and signed into law in August 2012, requires companies to report certain prohibited activities or conduct that were knowingly engaged in by the company or any of its affiliates involving Iran or other parties named therein.  For the year ended December 31, 2013, the Company had no such activities or conduct to report.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The common stock of Cameron International Corporation, par value $.01 per share, is traded on the New York Stock Exchange (“NYSE”) under the symbol CAM. No dividends were paid during 2013 or 2012.

The trading activity during 2013 and 2012 was as follows:

 
 Price Range ($) 
 
 High  Low  Last 
2013 
  
  
 
First Quarter $67.42  $56.40  $65.20 
Second Quarter  65.51   57.72   61.16 
Third Quarter  66.12   54.83   58.37 
Fourth Quarter  66.09   52.50   59.53 
 
 Price Range ($) 
 
 High  Low  Last 
2012            
First Quarter $57.65  $49.02  $52.83 
Second Quarter  53.84   38.38   42.71 
Third Quarter  60.00   41.26   56.07 
Fourth Quarter  57.78   47.62   56.46 
As of February 14, 2014, the approximate number of stockholders of record of Cameron common stock was 862.

Information concerning securities authorized for issuance under stock-based compensation plans is included in Note 9 of the Notes to Consolidated Financial Statements, which notes are incorporated herein by reference in Part II, Item 8 hereof.

The Board of Directors maintains a standing Audit Committee. The Audit Committee has given management the authority to purchase up to $2.4 billion of the Company’s common stock.  The Company, under this authorization, may purchase shares directly or indirectly by way of open market transactions or structured programs, including the use of derivatives, for the Company’s own account or through commercial banks or financial institutions.


Shares of common stock purchased and placedbeen established in treasury during the three months ended December 31, 2013 under the Board’s authorization program described above were as follows:

 
Period
 
Total number of
shares purchased
  
Average price
 paid per share
  
Total number of shares
purchased as part of
 repurchase program
  
Maximum number of shares that may yet be purchased under repurchase program(1)
 
10/1/13 - 10/31/13  3,373,324  $55.70   13,625,861   15,714,469 
11/1/13 - 11/30/13  6,339,866  $54.81   19,965,727   9,290,717 
12/1/13 - 12/31/13  7,451,696  $56.53   27,417,423   14,167,445 
Total  17,164,886  $55.73   27,417,423   14,167,445 

(1)Based upon month-end stock price

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the caption “Selected Consolidated Historical Financial Data of Cameron International Corporation” on page 85 in the 2013 Annual Report to Stockholders is incorporated herein by reference.
16

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation” on pages 29 to 51 in the 2013 Annual Report to Stockholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information for this item is set forth in the section entitled “Market Risk Information” on pages 49 to 51 in the 2013 Annual Report to Stockholders and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Company and the independent registered public accounting firm’s reports set forth on pages 52 to 84 in the 2013 Annual Report to Stockholders are incorporated herein by reference:

Management’s Report on Internal Control Over Financial Reporting.

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm.

Consolidated Results of Operations for each of the three years in the period ended December 31, 2013.

Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2013.

Consolidated Balance Sheets as of December 31, 2013 and 2012.

Consolidated Cash Flows for each of the three years in the period ended December 31, 2013.

Consolidated Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2013.

Notes to Consolidated Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
ITEM 9A. CONTROLS AND PROCEDURES

(a) The Company carried out an evaluation, under the supervision andaccordance with the participation of the Company’s Sarbanes-Oxley Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)Section 3(a)(58)A of the Securities Exchange Act of 1934, as amended, and is currently comprised of December 31, 2013.  In conducting management’s evaluationMs. Eberhart (Chair), Mr. Foshee, Mr. Patrick and Mr. Probert.  Our Audit Committee operates under a written charter approved by the Board, which is available on our website, www.c-a-m.com.

Each of the effectivenesscurrent members of the Company’s internal controls overAudit Committee meets the enhanced standards for the independence of audit committee members under SEC rules and New York Stock Exchange listing standards, and is financially literate, as required of audit committee members by the New York Stock Exchange. The Board has determined that Ms. Eberhart, Mr. Foshee and Mr. Patrick are audit committee financial experts.

The Audit Committee assists the Board in its oversight of the following matters:

·      Integrity of our accounting and financial reporting the businesses contributed by Schlumberger in connection with the formationprocesses and audits of OneSubsea and Douglas Chero, acquired in 2013, were excluded.  Excluding goodwill, these operations accounted for less than 15% of total and net assets as of December 31, 2013 and less than 5% of the Company’s consolidated revenues and income before income taxes for the year then ended.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2013 to ensure that information required to be disclosed by the Company that it files or submits under the Exchange Actour financial statements, which is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


17

(b) Management’s Report on Internal Control over Financial Reporting - The report of management of the Company regarding internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-Kmore fully described under the caption “Management’s Report on Internal Control over Financial Reporting” and incorporated herein by reference.

(c) Attestation Report of Independent Registered Public Accounting Firm - The attestation report“Report of the Company’sAudit Committee”;

·      Our policies and processes with respect to risk assessment and risk management, and particularly our management of major financial risk exposures;

·      Our compliance with applicable legal and regulatory requirements;

·      Qualifications and independence of our independent registered public accounting firm, or the outside auditors; and

·      Performance of our internal audit function and outside auditors.

For a full description of the Audit Committee’s role and particularly its duties and powers, please see the Audit Committee’s Charter available on our website.

Compensation Committee

The Compensation Committee is responsible for the compensation plans and decisions for all our executive officers. Prior to making its compensation decisions regarding internal control over financial reportingthe CEO, the Compensation Committee is set forthprovided the performance review of the CEO conducted annually by the Nominating and Governance Committee and confers with other independent directors in Part II,Executive Session. The Compensation Committee also reviews and approves the compensation of the other executive officers, and, in addition, oversees compensation programs for non-executive officers and employees and supervises and administers our compensation and benefits policies and plans. The Compensation Committee assists the Board in making decisions regarding compensation arrangements and benefit programs for our non-employee director compensation program by considering and making recommendations to the Board. The Compensation Committee is assisted in these matters by an independent compensation consultant, hired by and serving at the pleasure of the Committee.

A description of the Committee’s role in determining executive compensation, including the CEO’s compensation, and its use of an independent compensation consultant, is contained in the “Executive Compensation — Compensation Discussion and Analysis” portion of Item 811 of this Annual Report on Form 10-K10-K/A.  A description of the Committee’s role in determining non-employee director compensation is contained under the caption “Report“Director Compensation.”

The Compensation Committee also oversees executive development and succession planning, though sharing the responsibility for succession planning for the CEO with the Nominating and Governance Committee.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for, among other things, overseeing the development and periodic review of Independent Registered Public Accounting Firm”our policies and incorporated herein by reference.


(d) Changes in Internal Control over Financial Reporting – Other than the October 2013 conversion of a substantial portion of the operations within the V&M segmentpractices relating to the Company’s upgraded business information systems, there were no changes made in the Company’s internal control over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding Section 16(a)corporate governance, including our Corporate Governance Principles, and for monitoring compliance the Audit Committee, the Company’swith corporate governance rules and regulations, including our Code of Business Ethics and Ethics for Directors shareholderand our Policy on Related-Person Transactions, and serves as our nominating procedurescommittee. The Nominating and backgroundGovernance Committee annually reviews the performance of the directors appearing underCEO, and assists the captions “SectionBoard with succession planning for the CEO position. The Nominating and Governance Committee is responsible

for reviewing and recommending to the Board director nominees, recommending committee assignments and leading the conduct of annual evaluations of the Board and its Committees and individual directors.

Board’s Role in Risk Oversight

Our Board has and exercises ultimate oversight responsibility with respect to enterprise risk assessment and to the management of the strategic, operational, financial and legal risks facing our company and its operations and financial condition. The Board is involved in setting our business and financial strategies and establishing what constitutes the appropriate level of risk for us and our business segments. Various committees of the Board provide assistance to the Board in its oversight of, among other things, risk assessment and risk management.

·Our Audit Committee assists the Board in its oversight of our policies relating to risk assessment and risk management generally, with particular focus on our management of major financial risk exposures. The Audit Committee monitors the process by which risk assessment and management is developed and implemented by management and reported to the full Board.

·Our Compensation Committee assists the Board in assessing the nature and degree of risk that may be created by our compensation policies and practices to ensure both their appropriateness in terms of the level of risk-taking, and consistency with our business strategies. In conjunction with its assessment, the Committee, with the assistance of Frederick W. Cook & Co. Inc. (“FWC”), its independent compensation consultant, reviews our compensation policies and practices. That review encompasses each of our incentive plans, eligible participants, performance measurements, parties responsible for certifying performance achievement, and sums that could be earned. The Compensation Committee determined at its February 2016 meeting that our compensation policies and practices do not encourage or create an inappropriate level of risk-taking.

·Our Nominating and Governance Committee provides assistance in the oversight of, among other things, compliance risks, particularly through the oversight of the development of our compliance programs, policies and procedures, as well as through the periodic review of their effectiveness.

Section 16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance”, “ElectionCompliance

Section 16(a) of Directors”,the Exchange Act requires our directors and “Security Ownershipexecutive officers, and persons who own more than ten percent of Management”our Common Stock, to file with the SEC and the NYSE initial reports of beneficial ownership on Form 3 and changes in such ownership on Forms 4 and 5. Based on a review of the Company’s Proxy Statementcopies of such reports, or written representations that no other reports were required, all Section 16(a) filing requirements applicable to our directors, officers and more than 10% beneficial owners were complied with during the year ended December 31, 2015, except, 1) Form 3s were required to be filed for Hunter Jones and Stefan Radwanski to report holdings on Form 3 on June 10, 2016, but were filed on June 12, 2016 due to processing delays in obtaining SEC filing codes, 2) Mr. Radwanski filed a Form 4 on July 9, 2015 reporting the 2014 Annual Meetingacquisition of Stockholders is incorporated herein by reference.


The Registrant has adopted a17 shares through the Non-qualified Deferred Compensation Plan on June 12 and June 26, 2015, and 3) Form 5s for 2015 were required to be filed for Peter Fluor to report three transactions and Brent Smolik to report two transactions pursuant to the Deferred Compensation Plan for Non-employee Directors that should have been reported on Form 4.

Code of Ethics for Directors, Code of Ethics for Senior Financial Officers, Code of Conduct

Our Code of Ethics for Directors is designed to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards. Our Board recognizes that appliesno code of ethics can replace the thoughtful behavior of an ethical director, but such a code can focus attention on areas of ethical risk, provide guidance to all employees, as well ashelp recognize and deal with ethical issues, and help to foster a culture of honesty and accountability. Our Board members certify their commitment to and compliance with the Code on an annual basis.

Our Code of Ethics for Management Personnel, including Senior Financial Officers, is designed to promote honest and aethical conduct, proper disclosure of financial information, and compliance with applicable laws, rules and regulations by our officers and financial management. Our senior financial officers verify their commitment to and compliance with the Code on an annual basis.

Our Code of Ethics for Directors.  A copyConduct applies to all of each of these policies is available on the Registrant’s Internet website at www.c-a-m.comour employees and contractors and is availabledesigned to promote honest and ethical conduct and to articulate and provide guidance on our commitment to several key matters such as safety and health, protecting the environment, fair dealing, proper stewardship of our products, use of company resources, and accurate communication about our finances and products. It also addresses the many legal and ethical facets of integrity in printbusiness dealings with customers, suppliers, investors, the public, governments and the communities in which we live and where we do business. Our Code of Conduct has been translated into more than ten languages and is distributed to any shareholder free of charge upon request. The Registrant intendsour employees world-wide, who certify their commitment to satisfyand compliance with the disclosure requirements under Item 10 of Form 8-K regardingCode on an amendment to, or a waiver from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on its website at the address set forth above.


The information under the heading “Executive Officers of the Registrant” in Part I, Item 1 of this Form 10-K is incorporated by reference in this section.

annual basis.

ITEM 11.  EXECUTIVE COMPENSATION


The information concerning "Executive Compensation" required by Item 11 shall

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy StatementCompany’s Form 10-K/A.

Respectfully submitted,

Peter J. Fluor, Chairman

H. Paulett Eberhart

Rodolfo Landim

Michael E. Patrick

Bruce W. Wilkinson

Compensation Discussion and Analysis

This CD&A explains the Company’s executive compensation philosophy and practices and, in particular, those for our named executive officers or “NEOs.” Our NEOs are our former Chief Executive Officer, our current President and Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers in 2015. As used in this CD&A, the “Committee” refers to the Compensation Committee of the Board.

The following is a list of our NEOs by name and position for 2015:

Name

Position

R. Scott Rowe

President and Chief Executive Officer*

Jack B. Moore

Chairman of the Board**

Charles M. Sledge

Senior Vice President and Chief Financial Officer

William C. Lemmer

Senior Vice President and General Counsel

Steven P. Geiger

Vice President, Chief Administrative Officer

Hunter W. Jones

Vice President & President, Drilling Systems

*

Mr. Rowe was President and Chief Operating Officer until October 5, 2015 when he became President and Chief Executive Officer.

**

Mr. Moore retired from the Company and became non-executive Chairman on October 5, 2015. Prior to his retirement he was Chief Executive Officer as well as Chairman.

The CD&A is organized into five parts, as follows:

Part I

Executive Compensation Objectives and Design

Part II

Roles and Responsibilities

Part III

Executive Compensation Decision-Making Process

Part IV

Executive Compensation Elements and Mix

Part V

Other Matters Affecting Our Executive Compensation

Part I — Executive Compensation Objectives and Design

Purpose.  The purpose of our executive compensation program is to provide us with a means to:

· Attract, retain and motivate qualified executives to manage our business and affairs and lead us to our business goals and objectives;

· Provide performance-based incentives to encourage and reward achievement of our annual goals and long-term and strategic objectives; and

·Provide a competitive total compensation package that reflects our performance against goals and objectives, as well as the individual’s performance and contributions to our success.

Pay-for-Performance.  Our executive compensation program is designed to align our compensation incentives with the operating and performance goals and metrics chosen by our Board to drive long-term stockholder value creation. The design makes a significant portion of total direct compensation contingent upon performance against goals. Our NEOs’ targeted total direct compensation can be earned only if performance targets established by the Committee are met. The elements of our executive compensation that pay only against performance are the:

·Annual Incentives

·Performance Restricted Stock Unit Awards (“PRSUs”)

·Stock Options

We consider these elements of executive compensation to be filed relatingperformance-based compensation which is “at risk” because our annual incentives and performance-based equity awards can be earned only if pre-determined levels of performance are achieved against approved goals, and our stock options provide value only if and to the extent there is an increase in the value of our Common Stock during the option term. Although our RSUs have a performance hurdle, we do not classify them as performance compensation for the purpose of a pay-for-performance discussion.

Targeted to Median.  Our program targets the level of cash compensation (made up of base salaries and annual incentives) and long-term equity incentive grant value at the median of what the Committee and its independent compensation consultant consider to be “competitive market levels.” The Committee considers the median of these “competitive market levels” to be the appropriate guidepost for achieving our compensation objectives.

A median “competitive market level” is developed annually for each executive officer by the Committee’s independent compensation consultant. It is developed by comparing each executive officer’s compensation to that of officers in similar positions with (1) our peer companies and (2) companies in the manufacturing industry in general. Peer group data is taken from SEC filings and industry data is taken from Mercer and Aon Hewitt Associates. When reviewing compensation levels against the survey data, the Committee considers only the aggregated survey data provided by the surveys. The identity of the individual companies comprising the survey data is not disclosed to, or

considered by, the Committee in its evaluation process and, the Committee does not consider the identity of the companies comprising the survey data to be material for this purpose.

For the CEO and Chief Financial Officer positions peer company data is given a 75% weighting and industry data a 25% weighting; for the General Counsel position, peer company data is given a 25% weighting and industry data 75%; and, for the other NEO positions, industry data is given a 100% weighting. The weightings are employed to reflect the comparability of the position matches at each level, as the more a comparable position appears in peer SEC filings, the greater the weight given peer data.

The industry data is typically lower than peer group data, resulting in our “median competitive market levels” being lower than if derived solely from peer data alone.

Peer Groups.  The Committee selected two different peer groups for two different purposes, a compensation peer group for the purpose of benchmarking and making executive compensation comparisons and a performance peer group used for measuring our relative TSR performance for PRSU award purposes.

Our compensation peer group is composed of publicly traded oilfield services and equipment manufacturing companies selected by the Committee because they are generally of similar size and complexity, and are those companies with whom we compete in the labor market to attract and retain qualified executives. They include, but are not limited to, the same companies which we use for performance comparisons in our Annual Report on Form 10-K.

The compensation peer group used for decisions affecting 2015 compensation is composed of the following 15 companies, as selected and approved by the Committee taking into account the recommendations made by the Committee’s independent compensation consultant, an annual peer-of-peers review, and the peer groups used by certain proxy advisors:

Compensation Peer Group

Baker Hughes Incorporated
Dover Corporation
Ensco plc
Flowserve Corporation
FMC Technologies, Inc.
Halliburton Company
McDermott International, Inc.
Nabors Industries, Inc.

National Oilwell Varco, Inc.
Noble Corporation
Oil States International, Inc.
Parker-Hannifin Corporation
Schlumberger Limited
Transocean Ltd.
Weatherford International plc

Eight of the 15 companies in our compensation peer group are included, along with us, in the PHLX Oil Service Sector (Ticker Symbol: OSX). The companies in our compensation peer group not included in the OSX are Dover Corporation, Ensco plc, Flowserve Corporation, FMC Technologies Inc., McDermott International, Inc., Noble Corporation and Parker-Hannifin Corporation. These companies were included because they are manufacturing companies serving the same or similar markets as Cameron. Of the six OSX companies not included in our compensation peer groups, two, Core Laboratories NV and Oceaneering International, Inc., were not included because they are in such sufficiently different businesses from us that the Committee does not consider them peers, and the other four, Diamond Offshore Drilling, Inc., Helmerick & Payne, Inc., Rowan Companies plc and Tidewater, Inc., were not included even though they share some business characteristics with Cameron, because they are drilling companies. The Committee concluded that including them would cause drilling companies to be over weighted in the overall group at the expense of manufacturing companies.

Our performance peer group is the OSX. This index was selected by the Committee because it is a published industry index composed of companies with whom we compete in the capital market. It is also the peer group used for our stock performance graph in our Annual Report on Form 10-K. The TSR goal and the selection of the OSX companies to serve as the bench-mark group for relative TSR

performance of our Company is discussed in Part IV of this CD&A under the caption “Long-Term Incentives — Performance Awards”.

Part II — Roles and Responsibilities

Role of the Compensation Committee.  The Committee makes all compensation decisions regarding our executive officers, including our NEOs. The Committee confers with the other independent directors in Executive Session of the Board before making its decisions regarding the compensation of our CEO.

The following are the principal functions of the Committee with respect to executive compensation:

·Establishes compensation policies and reviews them to determine whether they (1) adequately support business goals and objectives or (2) encourage inappropriate behavior from a risk perspective that could have a material adverse effect on us;

·Approves peer group selection criteria and selects the companies included in our peer groups;

·Sets the CEO’s compensation, giving consideration to the performance evaluation of the CEO conducted by the Nominating and Governance Committee, competitive data and the recommendation of the Committee’s independent compensation consultant;

·Sets the other executive officers’ compensation, after giving consideration to performance evaluations provided by the CEO, competitive data and the recommendation of the Committee’s independent compensation consultant;

·Oversees administration of our annual incentive program and (1) establishes eligible classes of participants, (2) sets performance goals, (3) approves minimum, target and maximum awards and (4) certifies attainment of goals and approves any payouts;

·Oversees administration of our long-term incentive plan, including (1) determining the total number of shares available for grant, (2) establishing the award guidelines to be used when determining the amount and mix of individual awards, (3) making grants to executive officers and key employees and (4) authorizing the number of shares available for grant to other employees;

·Exercises oversight responsibility for our severance policies and any individual employment and severance arrangements;

·Reviews compliance with our stock ownership guidelines; and

·Reviews and approves our executive benefits and perquisites.

Role of Independent Compensation Consultant.  The Committee is assisted by an independent compensation consultant retained by the Committee on an annual basis. Frederick W. Cook & Co. Inc. (“FWC”) is currently serving in that role. The independent compensation consultant reports to and acts at the direction of the Committee. FWC provides no services for management or the Committee that are unrelated to the duties and responsibilities of the Committee.

At the Committee’s request, FWC annually prepares a Report on Executive Compensation for the Committee. The Report focuses on our executive compensation program’s effectiveness in supporting our business strategy, its reasonableness and competitiveness as compared to the compensation practices of our peer group and other manufacturing companies, and our relative performance versus our peers. It covers each element of total compensation of executive officers, and compares them to data gathered from proxy statements and SEC filings of our peer group companies and from publicly available compensation surveys of the manufacturing industry conducted by Mercer and Aon Hewitt Associates. It calculates competitive market levels of compensation for each executive officer. It analyzes the cost and potential dilution to our 2014stockholders of equity incentives and compares them to

those of our peer group, and reports on the equity ownership of each of our executive officers, including both shares owned directly and owned indirectly through outstanding equity grants.

Independence of Compensation Consultant.  The Committee has the sole authority to retain or terminate its compensation consultant and other advisors. The compensation consultant’s role with us is limited to executive compensation matters and no such services are performed unless at the direction of and/or with the approval of the Committee. In connection with its engagement of FWC, the Committee considered various factors bearing on FWC’s independence, including the amount of fees paid by us to FWC and the percentage of FWC’s total revenues they represented; FWC’s policies and procedures for preventing conflicts of interest and compliance with those procedures; any personal and business relationship of any FWC personnel with any of the Committee members or our executive officers; and FWC’s policies prohibiting stock ownership by FWC personnel engaged in any Cameron matter and compliance with those policies. After reviewing these factors, the Committee determined that FWC is independent and that its engagement did not present any conflict of interest.

Role of CEO.  Our CEO periodically reviews the performance of other executive officers, including the other NEOs, with the Committee for the Committee’s use when making decisions regarding compensation and other matters, including succession planning. He submits proposals on performance objectives for annual incentive compensation and for long-term incentive grant values. He offers recommendations to the Committee on executive compensation program design and on compensation components for individual executive officers. Our CEO also regularly attends Committee meetings and provides his perspectives, judgment and recommendations on matters being considered by the Committee. He does not offer recommendation on his own compensation, nor does he attend meetings where his compensation is being discussed.

Part III — Executive Compensation Decision-Making Process

Advisory Votes on Executive Compensation.  Say-on-Pay Vote.  Our stockholders expressed a preference for a yearly advisory Say-on-Pay vote on executive compensation. Accordingly a Say-on-Pay vote has been offered to our stockholders each year since. When considering the executive compensation program and executive compensation decisions, the Committee takes into account the most recent stockholder Say-on-Pay vote and the comments and policies of stockholders and proxy advisory firms expressed in conjunction with that vote or otherwise. The 2015 Say-on-Pay vote conducted in conjunction with our 2015 Annual Meeting of Stockholders passed with 96.46% of the votes cast in favor.

Golden Parachute Vote.  In addition, an advisory Golden Parachute vote on executive compensation was conducted on December 17, 2015, in conjunction with the stockholder vote approving the Agreement and Plan of Merger between Cameron and Schlumberger Holdings Corporation, et al., dated August 25, 2015 (the “Agreement and Plan of Merger”). This vote passed with 53% of the votes cast in favor.

Tally Sheets.  In addition to a review of the Report on Executive Compensation prepared by the Committee’s independent compensation consultant, each year the Committee reviews a “tally sheet”, which itemizes the total compensation of each of our executive officers, including the NEOs, for the prior two years and the estimated minimum, target and maximum total compensation that could be earned by each during the year the tally sheet is prepared depending on whether, and to what extent, performance-based compensation is earned. The Committee considers the appropriateness and the amounts of each element, the mix of the elements and the overall amount of total compensation when making its decisions on both the compensation program as a whole and the compensation to be paid each executive for the coming year.

Risk Mitigation.  Our compensation philosophy is to emphasize pay-for-performance and to place a significant amount of total compensation at risk for the reasons discussed above. To mitigate against any risk that performance pay might cause, the Committee and the Board have adopted stock ownership requirements and a clawback policy, and the Committee has placed time-vesting requirements on earned PRSUs in order to drive a balanced focus between short-term and long-term focus. The independent compensation consultant and the Committee perform an annual assessment of

our compensation policies and practices, including all incentive programs, to determine whether the risks arising from those policies and practices could be considered reasonably likely to have a material adverse effect on our company. Based on their review, the independent compensation consultant and the Committee again concluded at the Committee’s February, 2016 meeting that our compensation policies and practices do not create risks that are reasonably likely to have such an effect.

Other Considerations. When making compensation decisions with respect to each of our executive officers, including our NEOs, in addition to the items discussed above, the Committee also considers:

·Level of responsibilities and impact of the executive on our results;

·Skill and experience needed to fulfill his or her responsibilities;

·Effectiveness in discharging his or her responsibilities;

·Level of his or her achievement of goals and objectives;

·Performance of Cameron in relation to its peer group;

·Compensation levels and practices of companies with whom we compete for talent;

·Total compensation of each executive position as compared with the compensation for like positions within our peer group and, in order to gain a broader perspective of the range of competitive reasonableness, within the larger category of the manufacturing industry in general;

·Analyses prepared by and recommendations of the Committee’s independent compensation consultant regarding the appropriate amount and mix of compensation for each executive;

·Recommendations of our CEO (except for his own position); and

·Internal equity based on the impact of relative duties, responsibilities, position and performance within our company.

Part IV — Executive Compensation Elements and Mix

Base Salary.  Each of our executives earns a base salary for services rendered during the year. Base salaries are paid to provide executive officers with a market-competitive minimum level of annual earnings. Base salary ranges are determined for each executive position based on job responsibilities, required experience, general market competitiveness and internal comparisons. Base salaries, along with all other elements of compensation, are reviewed annually by the Committee at its fall meeting, giving consideration to:

·total compensation as itemized in the tally sheets;

·changes in levels of responsibility;

·performance of the executive and his or her contributions to our overall performance;

·annual competitive review of executive compensation prepared by the Committee’s independent compensation consultant; and

·internal review of the executive’s compensation relative to base salaries of other executive officers.

Based on its evaluation of these factors, during its annual review of executive salaries at its October 2014 meeting, the Committee made no adjustments to 2015 base salaries. The Committee did make

an in-year adjustment, which is shown in the table below, to Mr. Rowe’s Base Salary to reflect the fact he was selected to become the Company’s CEO, effective October 5, 2015.

 

 

 

2015 Base Salaries

Name

 

2014 ($)

 

2015 ($)

 

% Change

 

R. Scott Rowe

 

606,900

 

606,900

 

0.0

 

 

 

 

 

1,000,000

*

64.8

 

Jack B. Moore

 

1,125,000

 

1,125,000

 

0.0

 

Charles M. Sledge

 

652,100

 

652,100

 

0.0

 

William C. Lemmer

 

556,200

 

556,200

 

0.0

 

Steven P. Geiger

 

450,000

 

450,000

 

0.0

 

Hunter W. Jones

 

380,000

 

410,000

 

7.9

 

* Effective as of October 5, 2015, when Mr. Rowe became the Company’s CEO.

As a result of the Committee’s evaluation of the factors discussed above at its October 2015 meeting, and the uncertainties in the macro-environment affecting us and our peers, competitors and customers, the Committee made no adjustments to base salaries for 2016.

 

 

 

2016 Base Salaries

Name

 

2015 ($)

 

2016 ($)

 

% Change

 

R. Scott Rowe

 

1,000,000

*

1,000,000

 

0.0

 

Jack B. Moore

��

1,125,000

 

0

 

N/A

 

Charles M. Sledge

 

652,100

 

652,100

 

0.0

 

William C. Lemmer

 

556,200

 

556,200

 

0.0

 

Steven P. Geiger

 

450,000

 

450,000

 

0.0

 

Hunter W. Jones

 

410,000

 

410,000

 

0.0

 

* Effective as of October 5, 2015, when Mr. Rowe became the Company’s CEO.

Annual Incentive Compensation.  Our Management Incentive Compensation Plan (“MICP”) provides each of our executive officers and other key management employees an annual opportunity to earn incentive compensation based on performance against pre-established objectives. These objectives are set by the Committee and are based on our Board-approved operating plan and budget. Annual incentive compensation is offered to incentivize performance supporting our company-wide objectives, business unit objectives, and individual objectives as well as to reflect competitive practice.

Target Award Opportunities.  The Committee, taking into consideration peer group and industry competitive practices, the advice and recommendations of the Committee’s independent compensation consultant, and the recommendations of the CEO for positions other than his own, establishes a target-award opportunity for each executive expressed as a percentage of base salary. Our target values are set at or near the market-median target percentages.

Target awards for our NEOs for 2015 and 2016 are set out below.

MICP Target-Award Opportunities

(% of base salary)

Name

 

2015

 

2016

R. Scott Rowe

 

90%

 

 

 

 

120%

*

120%

Jack B. Moore

 

125%

 

N/A

Charles M. Sledge

 

80%

 

80%

William C. Lemmer

 

70%

 

70%

Steven P. Geiger

 

65%

 

65%

Hunter W. Jones

 

65%

 

65%

* Effective as of October 5, 2015, when Mr. Rowe became the Company’s CEO.

Performance Objectives.  Performance objectives are set by the Committee for each year based on proposals submitted to the Committee by the CEO. The CEO’s proposals, and ultimately the performance objectives selected, are based on and designed to encourage achievement of our annual performance goals set out in our Board-approved annual operating plan and budget, as well as business strategies for that year. The Committee also considers overall market conditions, the industry environment and our position in each of our business lines when setting performance objectives.

For 2015, the Committee selected earnings per share (“EPS”) and cash flow from operations as the financial performance objectives for all corporate executives, including the CEO as the Committee considered these objectives to be the principal indicators of financial performance and drivers of stockholder value. For executives with operating unit responsibilities the Committee chose EPS, operating unit consolidated earnings before income taxes (“EBIT”) and unit cash flow.

The Committee also maintained a total TRIR goal for 2015 as the Committee is of the view that our employees are critical to our success and their health and safety need to be a foremost focus of management. For executives with corporate responsibilities, the target objective is a company-wide TRIR goal. For executives with operating unit responsibilities, the TRIR objective is operating unit specific and an improvement over that unit’s individual history. The Committee also maintained an on-time-delivery measure as a performance goal for executives with operating unit responsibilities as this objective is considered to be a key component of customer satisfaction and engagement. The Committee also added a selling, general and administrative (“SG&A”) cost reduction goal for corporate executives in order to lower the Company’s cost structure and enhance profitability.

As in prior years, the Committee set a return on equity (“ROE”) hurdle of 7%. If the hurdle had not been met or exceeded, any bonus payment otherwise earned would have been reduced by 50% for all participants.

In order to allow the Committee the opportunity to exercise the maximum possible discretion when determining award payouts to NEOs while maintaining deductibility under Section 162(m) of the Internal Revenue Code, the Committee establishes an annual baseline performance hurdle for the full funding of the annual incentive compensation for NEOs. For 2015 the baseline performance hurdle was the achievement of positive earnings. If the performance hurdle was met, the incentive compensation pool is funded at the maximum opportunity for each NEO. If the hurdle is not met, the NEOs would not earn any annual incentive compensation. Should the performance hurdle be met and the compensation pool fully funded, the Committee applies negative discretion to determine the actual awards to be made to each NEO, taking into consideration such matters as our actual performance against the MICP performance objectives for 2015, the individual NEO’s performance and contributions, and other factors in the Committee’s discretion.

Weighting of Performance Objectives.  The Committee decides what the percent of the target award or weighting will be for each of the Performance Objectives and selected the following for 2015.

2015 Weighting of Performance Objectives Corporate Executives

CAMERON

EPS

 

Cash Flow

 

On-Time Delivery

 

TRIR

 

SG&A Cost Reduction

50%

 

20%

 

10%

 

10%

 

10%

Weighting of Performance Objectives Business Unit Executives

CAMERON

 

BUSINESS UNIT

 

 

EPS

 

EBIT

 

Cash
Flow

 

On-Time
Delivery

 

TRIR

25%

 

25%

 

20%

 

20%

 

10%

Performance and Payout.  The Committee establishes the percent of a target award that can be earned at different performance levels. Minimum, target and maximum payout levels are set out below.

For 2015, because of the challenges posed by the uncertain macro-environment at the time during which goals for the year must be set, the Committee took the following actions:

·Changed the performance curves by widening the performance range and lowering the threshold payments.

·Created a range of +/-2.5% around the goal target for which performance within this range resulted in a target payout for those financial objectives.

In addition, in order to prevent the potential for a windfall payout in the event of an unexpected turnaround in the oil and gas business in 2015, the Committee added a provision that would require Cameron to perform in the top quartile of our performance peer group in order to receive a payout in excess of 150% of target EPS performance.  In 2015, Cameron’s TSR was the top performer.

 

Performance & Payout

 

2015

 

Objectives

Performance

Percentage of
Target Payout

Financial

Less than 75%

0%

(EPS*/EBIT/Cash Flow)

75%

37.5%

 

97.5-102.5%

100%

 

125%

200%*

On-Time Delivery

Less than 75% OTD

0%

 

 75%

50%

 

 85%

100%

 

 95%

200%

Safety

More than 0.68 TRIR

0%

 

0.68

50%

 

0.57

100%

 

0.46

200%

*To achieve a greater than a 150% payout for EPS, our TSR performance for 2015 had to have been in the top quantile of our performance peer group.

The maximum amount that can be earned under the MICP for any year is capped at 200% of target bonus even when performance exceeds the maximum. Under the MICP, no additional sum can be earned or “banked” for subsequent years.

Certifying Performance.  During the first quarter, following year-end and the completion of our financial statement audit, our Company’s and each unit’s actual performance against the established goals is computed. The 2015 results for EPS, adjusted for non-operational items, cash flow from operations, safety and on-time delivery are set out in the table below.

 

2015 Performance Attained

 

Target

Actual

Performance
Achieved

Payout
Attainment

Weight

Payout
Result

CAM EPS ($/sh)

$3.17-$3.33

$3.90

120.00%

177.82%

50%

88.91%

CAM CASH FLOW ($M)

$614.3-$645.8

$780.4

123.90%

194.98%

20%

39.00%

CAM OTD (%)

85.00%

82.80%

N/A

  89.00%

10%

   8.90%

CAM TRIR

0.57

0.46

N/A

200.00%

10%

20.00%

ENTERPRISE WIDE COST

REDUCTION ($M)

$112.8

$184.1

163.21%

200.00%

10.0

20.00%

 

 

 

 

 

 

 

Total Performance

 

 

 

 

 

    176.81%

Approving Payouts.  When determining and approving payouts for 2015 MICP performance, the Committee approved payouts derived from the performance against goals. The Committee did, however, exercise negative discretion of 15% to the amount earned for TRIR performance by Corporate NEOs and the executive team of one of the operating units which experienced a traffic fatality of one of its employees during 2015.

2015 MICP Payouts

 

Earned $

Payout $

R. Scott Rowe

1,283,798

1,262,015

Jack B. Moore

1,912,608

1,880,156

Charles M. Sledge

922,382

906,732

William C. Lemmer

688,392

676,712

Steven P. Geiger

517,169

508,394

Hunter W. Jones

409,144

409,144

Long-Term Incentives.  The purpose of our long-term equity awards is to support the achievement of our long-term goals. They are also intended to align compensation of executives and other key

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management employees with the interests of our long-term stockholders by providing incentives tied to our long-term success and increases in share price and stockholder value.

Our long-term incentive program is administered under our Equity Incentive Plan, which was approved by our stockholders in 2013. The Committee, after discussions with our independent compensation consultant, determines the aggregate target value for the long-term incentives to be granted to the executive officers as a group and individually. The Committee makes its determinations giving consideration to:

·the grant practices of our compensation peer group companies, which are reflected in the independent compensation consultant’s annual Report on Executive Compensation;

·industry grant practices in general;

·the share value to be transferred in comparison to amounts granted by compensation peer group companies and amounts reported in industry surveys; and

·the “burn rate” or percentage of outstanding shares that would be used.

The tables below sets out target long-term incentive grant value established for each of our NEOs for 2015 and 2016.

Target Long-Term Incentive Grant Value

Name

2015 Value($)

2016 Value($)

R. Scott Rowe

3,536,717

6,800,000

Jack B. Moore

7,100,000

0

Charles M. Sledge

2,250,000

2,250,000

William C. Lemmer

1,765,000

1,765,000

Steven P. Geiger

1,200,000

1,200,000

Hunter W. Jones

900,000

900,000

Mr. Rowe’s initial 2015 long-term incentive grant value was $2,500,000. On October 5, 2015, the increased in this value by $1,036,717 in recognition of his appointment as CEO. These additional grants raised Mr. Rowe’s 2015 long-term incentive grant value to 3,536,717.

Long-Term Incentive Vehicle Mix.  For 2015, the Committee chose the following long-term incentive grant mix:

Stock Options – 40%

Performance Restricted Stock – 40%

Restricted Stock – 20%

The Committee determined this to be the appropriate mix as it focused equally on three-year objectives and on long-term growth in share value, while placing a lesser, though still significant, emphasis on retention and continuity. Individuals may be granted more or less than the target amounts for their positions, based on individual performance, past grant history, employment retention considerations, internal equity, and the Committee’s evaluation of future chances for promotion.

PRSUs have a three-year vesting period and stock options and RSUs vest over a three-year period with one-third of the award vesting per year beginning on the first anniversary of the grant date.

For 2016, the mix was provided for in the Agreement and Plan of Merger, and is:

Stock Options – 30%

Restricted Stock – 70%

The Committee has historically approved annual long-term incentive awards at its fall meeting, which is scheduled at least one year in advance. The Committee prefers this “mechanical” approach to selecting

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the grant date, rather than a “discretionary” approach, as it avoids having to make arbitrary judgments regarding timing of awards. To the extent newly hired or promoted executives receive an initial award of stock options, the options are priced at the closing price on a date no earlier than their actual start or approval date.

Performance Awards.  The Committee awarded PRSUs to drive performance against Committee established goals over a three-year period. They are intended to not only encourage and reward performance against these goals but also to assist in retention of key employees, as any PRSUs earned by performance cliff vest three years from the date of grant. Generally, both the performance and continued employment requirements must be satisfied in order for the executive to earn a payout under the award. The performance goals are established by the Committee no later than its first meeting of the initial year of the performance period.

For 2015, 40% of each officer’s target long-term incentive grant value was made up of PRSUs. The target number of PRSUs subject to any individual award was determined by dividing 40% of the long-term grant value targeted for that individual by the “grant date fair value” of the awards. See Footnote No. 3 to the Summary Compensation Table for the calculation of the grant date fair value.

For 2015, the Committee chose two performance goals for PRSUs: 50% of each grant was given an ROIC goal, and 50% a TSR goal.

·ROIC PRSUs.  The Committee chose ROIC as a goal because it is a generally accepted benchmark to measure the return a company generates on the capital invested in its business. Performance against the ROIC target goal is determined by averaging our performance against the ROIC goal set by the Committee for each of the three years of their respective performance periods. The ROIC target for 2015 was set at 11.4-12.0%. The Committee determined performance against the 2015 goal to be 14.2%, or 184.6% of target. This performance level was and will be used as one of the three-year annual performance calculations to determine the actual number of shares earned under the PRSU awards for which 2015 was a performance period.

·TSR PRSUs.  The Committee chose TSR as a goal in order to directly align the interests of our executives with those of our stockholders. Performance against the TSR goal is determined by comparing the performance of our TSR with that of the OSX over the three-year performance period of the PRSUs. The Committee determined that the OSX is an appropriate benchmark against which to compare our TSR performance for the reasons discussed above in “Peer Groups.”

The number and value of PRSUs for 2015 that could actually be earned was determined by performance against the goals established by the Committee and can range from 0 to 200% of the target value, depending upon performance.

The following table summarizes how performance against the ROIC goal is measured, and with the exception noted below the table, how the TSR goal is measured.

 

Performance & Payout

 

2015

Objective

Performance

Against Goal

Percentage of

Target Payout

ROIC

Less than 75%

0

 

75%

     37.5

 

97.5% - 102.5%

100

 

125%

  200*

TSR

Less than 25th Percentile

0

 

25th to 50th Percentile

50-99*

 

50th to 80th Percentile

100-199

 

80th Percentile or greater

200

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In the event of a negative TSR, any payout would have been capped at Target irrespective of our ranking relative to the OSX companies’ performance.

For the PRSUs granted in 2013 with a three-year performance period of 2013 through 2015, 50% of which had an ROIC goal and 50% of which had a TSR goal, the performance level attained was determined as follows:

2013-2015 PRSU Payout

 

Objectives

Percent of
Award
Earned

Weight

Payout

ROIC

126%

50%

63.0%

TSR

200%

50%

100.0%

 

 

 

 

Total Payout

 

 

163.0%

Stock Options.  The Committee awards stock options to make a portion of executive officers’ total direct compensation contingent on long-term stock price appreciation. In October 2014, each executive officer, including the NEOs (other than Mr. Moore), received an award of stock options for 2015, and in October 2015 (other than Mr. Moore) for 2016. The number of options for each individual award made in 2014 for 2015 was determined by taking 40% of the long-term incentive grant value targeted for that individual and dividing it by the grant date fair value of a stock option. The number of options for each individual award made in 2015 for 2016 was determined by taking 30% of the long-term incentive grant value targeted for each individual for 2015 and dividing it by the grant date fair value of a stock option. See Footnote No. 3 to the Summary Compensation Table for the calculation of the “grant date fair value.”

The exercise price for all our stock option awards, including those for 2015 and for 2016, is equal to the closing share price on the date of grant. Stock options vest over a three-year period, with one-third of the options vesting per year, beginning on the first anniversary of the grant date. Stock options have a ten-year term.

Restricted Stock Units.  The Committee awards RSUs to encourage and promote retention. The number of RSUs for any individual award made in 2014 for 2015 and in 2015 for 2016 was determined by taking 20% or 70%, respectively, of the 2015 long-term incentive grant value targeted for that individual and dividing it by the closing price of our Common Stock on the date of grant.

RSU awards generally vest over a three-year period, with one-third vesting per year beginning on the first anniversary of the grant date.

To ensure that certain deduction limits under Section 162(m) of the Internal Revenue Code not apply to RSU awards (see “Tax Implications of Executive Compensation” on page 50), RSU awards for our executive officers, including our NEOs, require that we generate $50 million of net income in the year following the year in which the grant is made (e.g., awards made in October 2014 for 2015 require more than $50 million of net income in 2015) as a condition to the RSUs being earned and eligible for vesting.

Benefits, Retirement Programs and Perquisites.  We provide our executive officers with benefits and perquisites that the Committee has concluded are reasonable to assist in attracting and retaining qualified executives. These benefits are generally the same as those broadly available to all our U.S. salaried employees, except for a nonqualified deferred compensation plan made available to our more highly compensated employees, including NEOs and other executives. This plan is intended to restore benefits of income deferral that would otherwise be lost due to federal tax limitations using the same funding formula used for other eligible employees. Perquisites include only financial planning services and the opportunity for senior vice presidents and higher ranked officers to use company-leased aircraft for personal travel provided they reimburse us for the incremental operating costs. Each year, the Committee reviews the appropriateness of both the nature and type of benefits and perquisites, and the associated values and costs.

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Benefits and Retirement Programs.  We provide our executive officers, including our CEO and the other NEOs, the same health and welfare benefits that are broadly available to our U.S. non-union employees, with no additional related benefits, programs or special features.

In addition to our Retirement Savings Plan, which is a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Code”), and in which all U.S. employees, including executive officers, who meet the age, service and other requirements of the plan are eligible to participate, we offer a deferred compensation plan to more highly compensated employees, including executives. We do not provide defined benefit plans to executive officers. Our Deferred Compensation Plan is a nonqualified defined contribution plan. It is designed to allow deferral of income from base salary and annual bonus and company contributions that could have been made under our Retirement Savings Plan but for IRS limitations on deferrals of compensation into a tax-qualified plan. There is no “above-market” interest or preferential earnings element credited on any deferred compensation as defined in applicable SEC rules relating to disclosures on proxy statements.

Perquisites.  Our executive officers, including the NEOs, are eligible to receive financial planning services. The Committee believes it is in the interest of our Company to assist executives in the handling of their personal finances, particularly tax filing obligations, to prevent them from being a distraction to the executive or an embarrassment to us. The cost of such services is imputed to the executive as income.

Our executive officers are reimbursed for the cost of spousal travel if there is a business purpose for the spouse to accompany the executive to a function or event. The cost of any such travel is imputed to the executive as income. The CEO and COO and Senior Vice Presidents are also eligible to use company-leased aircraft for personal travel, provided they reimburse us for the incremental operating cost of any such use.

We do not provide any tax gross-ups for any reported income related to such perquisites.

The cost to us of all benefits and perquisites provided to our executive officers is included in the Committee’s independent compensation consultant’s competitive analysis and in the annual tally sheet presentation to the Committee on total compensation paid to executives.

Part V — Other Matters Affecting Our Executive Compensation

Clawback of Incentive Compensation.  We have an executive compensation clawback policy. Under that policy, which has been incorporated hereininto awards under our annual and long-term incentive plans, should any executive officer commit fraud or intentional wrongdoing which results in a required financial restatement, we have the right to recover incentive and performance compensation paid or awarded to such executive officer within the past five years for the year restated and for the two years prior to any year of restatement.

Prohibition of Derivative, Hedging, and Pledging Transactions.  We have a policy which regulates the trading in our securities by reference.


directors, officers and key employees. In addition to dealing with such matters as quarterly blackouts and Rule 10b5-1 trading, it prohibits derivative and hedging transactions involving Cameron securities and also prohibits pledging and otherwise using Cameron securities as collateral and holding Cameron securities accounts that are margined.

Stock Ownership Requirements.  We have stock ownership requirements for executives and other key employees. Within five years of being appointed an executive or other key employee of our company, or being promoted to a position requiring increased ownership, the executive or employee is required to directly own Common Stock having a market value or cost basis, whichever is higher, equal to at least the following multiple of his or her base salary:

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Level

Base Salary
Multiple

Chief Executive Officer

6

Chief Operating Officer

4

Executive Vice President

4

Senior Vice President

3

Vice President

2

All Other Executive Long-Term Incentive Program Participants

2 or 1

All NEOs meet or exceed their ownership requirement or are within the five-year period given to achieve compliance. The ownership interests of the NEOs individually, and executives as a whole, are set out in “Security Ownership of Management”.

Employment, Severance and Change-in-Control Arrangements.

Employment Contracts.  We have no employment contracts with any of our executive officers.

Executive Severance Policy.  We have an Executive Severance Policy for all executive officers, including the NEOs. The Policy provides for salary continuation for 12 months or 24 months, depending on grade level, for a covered executive if such executive’s employment with our Company is terminated by us for any reason other than cause. Participation in the annual incentive plan is prorated through the last day of employment and determined based on achievement of the goals and objectives established for the applicable year, but no entitlements are earned during the severance period. The amount of these payments, had any of the NEOs been terminated for any reason other than cause on December 31, 2014, is set out under the caption “Payments Under Executive Severance Policy.”

We provide executive severance because we recognize the impact on individuals of our need to be able to freely make changes at the executive level, and of the relatively more difficult employment transition encountered when executive-level employees are terminated with possibly little to no notice.

Change-in-Control Agreements.  We have change-in-control agreements with 21 executive officers, including each of our NEOs, except Mr. Moore, whose agreement terminated when his intent to retire was announced in May 2015. Payment under each of these agreements would only be made if the executive officer were to be terminated in connection with a change in control (“double trigger”). The agreements entitle the executive, if the executive is discharged without “cause” or resigns for “good reason” in conjunction with or within two years of a “change in control,” to a payment equal to a multiple of: (i) base salary; (ii) the higher of the officer’s target annual incentive award for the year of termination or highest such award earned by the officer during any of the past three years; and (iii) the value of annual benefits and perquisites. The multiple varies from 3X to 1X, depending on when the agreement was entered into and job level. Agreements entered into prior to 2009 had a multiple of 3X, and those entered into since have a 2X multiple for positions classified as a “Tier 1” executive, which NEOs would be, and a 1X multiple for others. Agreements with Messrs. Lemmer and Sledge have a 3X multiple as they predated the change in policy. The agreements with Messrs. Jones and Geiger have a 2X as they were entered into after the change. The multiple in the agreement with Mr. Rowe was changed from 2X to 3X effective as of the date he became CEO. In addition, certain agreements, including those with Messrs. Sledge and Lemmer, provided that, if any payments made under the agreement would cause the applicable executive to be subject to an excise tax because the payment is a “parachute payment” (as defined in the Internal Revenue Code), then we will pay the executive an excise tax premium in a sufficient amount to make the executive whole with respect to any additional tax that would not have been payable but for the excise tax provision. “Cause” means (i) a conviction by a court of competent jurisdiction, from which no further appeal can be taken, of a felony grade crime involving moral turpitude, or (ii) a willful failure to perform substantially one’s duties with our company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to us. No act or failure to act will be considered “willful” unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in, or not opposed to, our best interests.

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“Good reason” for termination includes any of the following events that occur without the executive officer’s consent: a change in status, title(s) or position(s) as an officer of our company that is not a promotion; a reduction in base salary; termination of participation in an ongoing compensation plan; relocation; failure of a successor of our company to assume the objectives under the agreement; termination by us other than for cause; prohibition from engaging in outside activities permitted by the agreement; or any continuing material default by us in the performance of our obligations under the agreement.

A “change in control” of our company will occur, for purposes of these agreements, if (i) any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of our securities representing 20% or more of the combined voting power of our outstanding voting securities, other than through the purchase of voting securities directly from us through a private placement; (ii) the current members of the Board, or subsequent members approved by two-thirds of the current members, no longer comprise a majority of the Board; (iii) our company is merged or consolidated with another corporation or entity and our stockholders own less than 70% of the outstanding voting securities of the surviving or resulting corporation or entity; (iv) our company is merged or consolidated with another corporation or entity and the consideration paid is part or all cash equivalent in value equal to 31% or more of our outstanding voting securities; (v) a tender offer or exchange offer is made and consummated by a person other than our company for the ownership of 20% or more of our voting securities; or (vi) there has been a disposition of all or substantially all of our assets. We recognized that, as is the case with many publicly held corporations, the possibility of a change in control could arise and that such possibility, and the uncertainty and questions it could raise among our executive officers, could cause a distraction and result in the departure of one or more of them to our Company’s and our stockholders’ detriment. The Committee has determined that it was in the best interests of our company and our stockholders to help assure the continuation of service by certain executive officers, and to reinforce and encourage their attention and dedication to their assigned duties without distraction in circumstances arising from the possibility of a change in control. The Committee believed it important, when we or our stockholders receive a proposal for or notice of a change in control, or consider one ourselves, that we maintain a sound and vital management team and our executives be able to assess and advise our Company as to whether such transaction would be in the best interests of our company and our stockholders, and to take such other action regarding the transaction as our Board of Directors determines to be appropriate, without being influenced by the uncertainties of their own situations. We also believe that entering into change-in-control agreements with some of our executive officers has helped us attract and retain the level of executive talent needed to achieve our goals.

The elements of the severance benefits and the amounts of each were approved by the Committee at the time the agreements were entered into, or most recently modified, based on the Committee’s assessment of what was appropriate and competitive at that time.

The transaction provided for by the Agreement and Plan of Merger will constitute a “change in control” under our Change-in-Control Agreements when the transaction is closed and the merger accomplished.  As discussed earlier, payouts to be made pursuant to these Change-In-Control Agreements, should the transaction provided for by the stockholder-approved Agreement and Plan of Merger occur, were approved by an advisory Golden Parachute vote of stockholders.

Tax Implications of Executive Compensation.  Section 162(m) of the Code places a limit of $1 million on the amount of annual compensation that may be deducted by us in any year with respect to an NEO. Certain performance-based compensation subject to performance criteria approved by stockholders is not subject to this deduction limitation and, as a result, annual incentive compensation paid pursuant to our Management Incentive Compensation Plan and stock options, RSU and PRSU awards granted under our Equity Incentive Plan generally are intended to qualify as performance-based compensation and should be deductible.

The Committee is mindful of the limitation and has structured the various elements of our executive compensation to fall within the limit or the exception. The Committee and/or the Board of Directors,

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however, may from time to time, in circumstances deemed appropriate, award compensation that may not be deductible, in order to, in their judgment, compensate executives in a manner commensurate with performance and the competitive market for executive talent.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned for services rendered to us by our NEOs for the fiscal year ended December 31, 2015.

Some differences in the compensation of our NEOs result from the fact that our compensation philosophy is to pay competitively by position. In order to determine competitive levels, the independent compensation consultant, at the direction of the Compensation Committee, benchmarks each position against employees holding similar positions in our peer group and in the manufacturing industry in general. Our compensation policy and benchmarking practices are explained in the CD&A section set out earlier in this Item 11 of the Form 10-K/A.

Name and Principal
Position
(1)

Year

Salary ($)

Bonus
($)

Stock
Awards
($)
(2)(3)(5)(6)

Option
Awards
($)
(1)(4)(5)

Non-Equity
Incentive Plan
Compensation
($)
(7)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
(8)

All Other
Compensation
($)
(9)

Total
($)

 

R. Scott Rowe

 

2015

 

729,842

 

 

6,708,125

 

2,038,583

 

1,262,015

 

(3,796)

 

151,188

 

10,885,957

President and CEO

2014

486,338

 

1,019,919

999,744

525,946

14,741

103,019

3,149,707

Jack B. Moore

2015

865,385

 

2,839,967

0

1,880,156

(83,287)

291,502

5,793,723

Chairman and

2014

1,125,000

0

4,139,894

2,839,314

1,814,400

128,053

217,626

10,264,287

CEO

2013

1,125,000

0

3,919,852

2,719,985

644,288

231,647

304,309

8,945,081

Charles M. Sledge

2015

652,100

 

2,492,434

682,110

906,732

150,225

152,659

5,036,260

Sr. Vice President &

2014

646,490

0

1,329,921

899,780

695,106

(15,359)

110,797

3,666,735

Chief Financial Officer

2013

617,500

0

1,319,937

879,991

246,012

184,452

137,892

3,385,784

William C. Lemmer

2015

556,200

 

1,941,450

529,190

676,712

3,207

125,174

3,831,933

Sr. Vice President &

2014

552,088

0

1,032,899

705,828

519,404

151,815

102,270

3,064,304

General Counsel

2013

535,000

41,832

1,019,883

679,996

269,265

503,685

115,527

3,165,188

Steven P. Geiger

Vice President &

Chief Administrative Officer

2015

450,000

0

1,319,955

359,798

508,394

(500)

100,750

2,738,397

Hunter W. Jones

Vice President & President, Drilling Systems

2015

397,300

0

989,889

269,845

409,114

(5,486)

88,743

2,149,413

(1)No information is reported for Mr. Rowe for 2013, and Messrs. Geiger and Jones for 2014 and 2013, as they were not named executive officers under the rules of the SEC for those years.

(2)The amounts included in the “Stock Awards” and “Option Awards” columns represent the “grant date fair value” in 2015, 2014 and 2013 as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, regarding Stock Compensation (“ASC 718”).

(3)The “grant date fair value” for Stock Awards awarded as (i) PRSUs with an ROIC goal is $49.95 per share, the closing price of Common Stock on 1/1/2015, the date of grant, (ii) PRSUs with a TSR goal is $57.17, calculated using a Monte Carlo valuation as of 1/1/2015, the date of grant; and for Mr. Rowe’s October 5, 2015 award it is $96.83; and (iii) RSUs is $65.97, based on the closing price of Common Stock on 10/14/2015, the date of grant.

(4)The “grant date fair value” for Option Awards is $14.46, calculated in accordance with ASC 718, and based on an exercise price equal to the closing price of Common Stock of $65.97 per share on 10/14/2015, the date of grant.

(5)For both RSU and stock option grants, the value shown is what is reflected in our financial statements. See Cameron’s Annual Report on Form 10-K for the year ended December 31, 2015, and Annual Reports for the years ended December 31, 2014 and 2013 for a complete description of the valuation assumptions. Amounts included for 2015 PRSUs represent target. Threshold, target and maximum award levels for the PRSUs are shown in the table below:

Name

Threshold ($)

Target ($)

Maximum ($)

R. Scott Rowe

437,476

999,951

1,999,902

 

226,727

518,232

1,036,464

Jack B. Moore

1,242,486

2,839,967

5,679,934

Charles M. Sledge

393,742

899,985

1,799,969

William C. Lemmer

308,858

705,964

1,411,928

Steven P. Geiger

209,985

479,959

959,919

Hunter W. Jones

157,474

359,941

719,882

(6)PRSUs granted on January 1, 2014, and included in the Stock Awards values reported in the 2015 Summary Compensation Table are valued not at “grant date fair value” but at a value that includes the actual impact of performance achievement, which was known at the

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time of disclosure. These PRSUs have been revalued using the “grant date fair value” for the 2014 Stock Awards in this Summary Compensation Table.

(7)The amount shown for each NEO in the “Non-Equity Incentive Plan Compensation” column is attributable to MICP annual incentive compensation awards earned in fiscal years 2015, 2014, and 2013, but paid in 2016, 2015 and 2014, respectively.

(8)The amounts shown in this column reflect market-based returns on balances held under our deferred compensation plans.

(9)The figures set out as “All Other Compensation” for 2015 are the sum of the Total Other Annual Compensation attributable to both (i) retirement benefits and (ii) welfare benefits and perquisites and are set out in the following two tables:

(i)Retirement Benefits

Name

Company
Contributions to
Retirement
Savings Plan
($)

Company
Retirement
Contributions to
NQ DC Plan
($)

Company
Match
Contributions in
NQ DC Plan
($)

Total Other
Annual
Compensation
attributable to
retirement
benefits
($)

R. Scott Rowe

23,840

29,724

59,447

113,011

Jack B. Moore

23,850

72,444

144,887

241,181

Charles M. Sledge

23,848

32,466

64,932

121,247

William C. Lemmer

23,850

24,318

48,636

96,804

Steven P. Geiger

23,850

15,030

30,061

68,941

Hunter W. Jones

23,850

13,621

20,851

58,322

(ii)Welfare Benefits and Perquisites

Name

Spousal
Travel
($)(1)

Excess
Life
($)

Welfare
Benefits
($)(2)

Financial
Planning
Services
($)

Total Other Annual
Compensation
attributable to
welfare benefits and
perquisites
($)

R. Scott Rowe

10,542

1,140

18,350

8,145

38,176

Jack B. Moore

21,148

5,788

15,174

8,211

50,321

Charles M. Sledge

0

2,622

18,658

10,132

31,412

William C. Lemmer

0

14,832

3,718

9,820

28,370

Steven P. Geiger

0

6,732

15,015

10,062

31,808

Hunter W. Jones

0

3,842

18,370

8,209

30,422

(1)Spousal travel costs are costs incurred by us when a spouse accompanies an NEO to a function or event for business purposes. This cost is imputed to the NEO as income.

(2)Welfare benefits are the employer-paid portions of premiums for Medical (including Health Savings Account Contribution), Dental, Life, AD&D and LTD paid for the benefit of the employee.

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Table of Contents

Grants of Plan-Based Awards in Fiscal Year 2015

The following table provides information on non-equity incentive plan awards, stock options PRSUs and RSUs granted, and the grant date fair value of these awards.

 

 

 

 

 

 

 

 

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2)

 

All Other
Stock
Awards:
Number of
Shares of

 

All Other
Option
Awards:
Number of
Securities

 

Exercise
or Base
Price of

 

Grant Date
Fair Value of
Stock and

 

Name

 

Award Type

 

Grant
Date
(1)

 

Committee
Approval Date

 

Threshold
($)(3)

 

Target
($)(3)

 

Maximum
($)(3)

 

Stock or
Units
(#)

 

Underlying
Options

(#)

 

Option
Awards
($/Sh)

 

Option
Awards

($)(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R. Scott Rowe

 

Annual MICP

 

1/1/2015

 

2/18/2015

 

263,207

 

656,858

 

1,313,716

 

 

 

 

 

 

 

 

 

 

 

PRSU

 

1/1/2015

 

10/16/2014

 

 

 

 

 

 

 

18,755

 

 

 

 

 

999,951

 

 

 

Special PRSU

 

10/05/2015

 

8/21/2015

 

 

 

 

 

 

 

6,738

 

 

 

 

 

518,232

 

 

 

Special RSU

 

10/05/2015

 

8/21/2015

 

 

 

 

 

 

 

8,126

 

 

 

 

 

518,358

 

 

 

Annual RSU

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

72,154

 

 

 

 

 

4,759,999

 

 

 

Annual Option

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

 

 

140,981

 

65.97

 

2,038,853

 

Jack B. Moore

 

Annual MICP

 

1/1/2015

 

2/18/2015

 

392,127

 

1,081,731

 

2,163,463

 

 

 

 

 

 

 

 

 

 

 

PRSU

 

1/1/2015

 

10/16/2014

 

 

 

 

 

 

 

53,266

 

 

 

 

 

2,839,967

 

Charles M. Sledge

 

Annual MICP

 

1/1/2015

 

2/18/2015

 

189,109

 

521,680

 

1,043,360

 

 

 

 

 

 

 

 

 

 

 

PRSU

 

1/1/2015

 

10/16/2014

 

 

 

 

 

 

 

16,880

 

 

 

 

 

899,985

 

 

 

Annual RSU

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

24,139

 

 

 

 

 

1,592,450

 

 

 

Annual Option

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

 

 

47,166

 

65.97

 

682,110

 

William C. Lemmer

 

Annual MICP

 

1/1/2015

 

2/18/2015

 

141,136

 

389,340

 

778,680

 

 

 

 

 

 

 

 

 

 

 

PRSU

 

1/1/2015

 

10/16/2014

 

 

 

 

 

 

 

13,241

 

 

 

 

 

705,964

 

 

 

Annual RSU

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

18,728

 

 

 

 

 

1,235,486

 

 

 

Annual Option

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

 

 

36,592

 

65.97

 

529,190

 

Steven P. Geiger

 

Annual MICP

 

1/1/2015

 

2/18/2015

 

106,031

 

292,500

 

585,000

 

 

 

 

 

 

 

 

 

 

 

PRSU

 

1/1/2015

 

10/16/2014

 

 

 

 

 

 

 

9,002

 

 

 

 

 

479,959

 

 

 

Annual RSU

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

12,733

 

 

 

 

 

839,996

 

 

 

Annual Option

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

 

 

24,879

 

65.97

 

359,798

 

Hunter W. Jones

 

Annual MICP

 

1/1/2015

 

2/18/2015

 

106,557

 

247,000

 

494,000

 

 

 

 

 

 

 

 

 

 

 

PRSU

 

1/1/2015

 

10/16/2014

 

 

 

 

 

 

 

6,751

 

 

 

 

 

359,941

 

 

 

Annual RSU

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

9,549

 

 

 

 

 

629,948

 

 

 

Annual Option

 

10/14/2015

 

10/13/2015

 

 

 

 

 

 

 

 

 

18,659

 

65.97

 

269,845

 

(1)A discussion of grant practices is included in Part IV – Executive Compensation Elements and Mix.

(2)The 2015 MICP annual incentive compensation objectives were approved in December, 2014. Actual payout amounts of the 2015 MICP awards were approved in February 2016 and are included as 2015 compensation in the Summary Compensation Table.

(3)The amounts shown reflect the range of possible MICP annual incentive compensation awards. In October 2014, our Compensation Committee established target MICP annual incentive compensation awards for 2015, expressed as a percentage of each NEO’s 2015 base salary. The percentages are noted in “Target-Award Opportunities”. In February 2015, the Committee approved individual and company performance objectives for the MICP for 2015. The dollar amount shown in the “target” column represents the target award of each NEO for 2015. The amount shown in the “maximum” column represents the maximum amount that could be paid under the MICP for 2015. The amount shown in the “threshold” column represents the amount payable if only the minimum level of company achievement of performance objectives were attained. Please see Part IV – Executive Compensation Elements and Mix — Annual Incentive Compensation” for more information regarding our MICP and the 2013 MICP awards and performance measures.

(4)The amounts included in the “Grant Date Fair Value of Stock and Option Awards” column represent the fair value on the date of grant. See Footnote No. 2 and 3 to the Summary Compensation Table for information regarding the grant date fair value of these awards.

(5)Mr. Rowe received a one-time grant with a value of $1,036,717 to reflect the fact that he would serve as Chief Executive Officer in the fourth quarter of 2015.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information about outstanding stock option awards classified as “exercisable” and “unexercisable” as of December 31, 2015, for our two CEOs that served for portions of 2015, our Chief Financial Officer and the two other NEOs, as well as RSU and PRSU awards to the NEOs that were not yet vested as of December 31, 2015.

 

 

Option Awards

 

Stock Awards

 

Name

 

Option
Grant
Date
(1)

 

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

 

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

 

Option
Exercise
Price
($)

 

Option
Expiration
Date

 

Restricted
Stock Units/
Performance Units
Grant Date
(2)

 

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

 

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(3)

 

R. Scott Rowe

 

11/06/2009

 

2,548

 

0

 

39.24

 

2016

 

01/01/2013

 

7,101

 

448,783

 

 

 

10/20/2010

 

2,335

 

0

 

42.81

 

2017

 

10/17/2013

 

2,667

 

168,554

 

 

 

11/16/2011

 

20,732

 

0

 

51.24

 

2021

 

01/01/2014

 

8,656

 

547,059

 

 

 

10/18/2012

 

25,510

 

0

 

56.05

 

2022

 

10/16/2014

 

8,685

 

548,892

 

 

 

10/17/2013

 

21,412

 

10,706

 

64.97

 

2023

 

01/01/2015

 

18,755

 

1,185,316

 

 

 

10/16/2014

 

22,973

 

45,944

 

57.57

 

2024

 

10/05/2015

 

14,864

 

939,405

 

 

 

10/14/2015

 

0

 

140,981

 

65.97

 

2025

 

10/14/2015

 

72,154

 

4,560,133

 

Jack B. Moore

 

10/20/2010

 

212,665

 

0

 

42.81

 

2017

 

10/18/2012

 

7,612

 

481,078

 

 

 

11/16/2011

 

176,917

 

0

 

51.24

 

2021

 

01/01/2013

 

45,449

 

2,872,377

 

 

 

10/18/2012

 

163,265

 

0

 

56.05

 

2022

 

10/17/2013

 

13,954

 

881,893

 

 

 

10/17/2013

 

110,977

 

57,027

 

64.97

 

2023

 

01/01/2014

 

45,283

 

2,861,886

 

 

 

10/16/2014

 

65,243

 

130,484

 

57.57

 

2024

 

10/16/2014

 

24,665

 

1,558,828

 

 

 

 

 

 

 

 

 

 

 

 

 

01/01/2015

 

53,266

 

3,366,411

 

Charles M. Sledge

 

11/06/2009

 

2,548

 

0

 

39.24

 

2016

 

10/18/2012

 

2,616

 

165,331

 

 

 

10/20/2010

 

99,900

 

0

 

42.81

 

2017

 

01/01/2013

 

15,623

 

987,374

 

 

 

11/16/2011

 

55,286

 

0

 

51.24

 

2021

 

10/17/2013

 

4,514

 

285,285

 

 

 

10/18/2012

 

56,122

 

0

 

56.05

 

2022

 

01/01/2014

 

14,650

 

925,880

 

 

 

10/17/2013

 

36,236

 

18,118

 

64.97

 

2023

 

10/16/2014

 

7,816

 

493,971

 

 

 

10/16/2014

 

20,676

 

41,350

 

57.57

 

2024

 

01/01/2015

 

16,880

 

1,066,816

 

 

 

10/14/2015

 

0

 

47,166

 

65.97

 

2025

 

10/14/2015

 

24,139

 

1,525,585

 

William C. Lemmer

 

11/06/2009

 

2,548

 

0

 

39.24

 

2016

 

10/18/2012

 

2,022

 

127,790

 

 

 

10/20/2010

 

64,900

 

0

 

42.81

 

2017

 

01/01/2013

 

12,071

 

762,887

 

 

 

11/16/2011

 

49,758

 

0

 

51.24

 

2021

 

10/17/2013

 

3,488

 

220,442

 

 

 

10/18/2012

 

43,367

 

0

 

56.05

 

2022

 

01/01/2014

 

11,320

 

715,424

 

 

 

10/17/2013

 

28,001

 

14,000

 

64.97

 

2023

 

10/16/2014

 

6,131

 

387,479

 

 

 

10/16/2014

 

16,219

 

32,437

 

57.57

 

2024

 

01/01/2015

 

13,241

 

836,831

 

 

 

10/14/2015

 

0

 

36,592

 

65.97

 

2025

 

10/14/2015

 

18,728

 

1,183,610

 

 

 

 

 

 

 

 

 

 

 

 

 

10/18/2012

 

654

 

41,333

 

Steven P. Geiger

 

10/17/2013

 

16,471

 

8,235

 

64.97

 

2023

 

02/04/2013

 

3,090

 

195,288

 

 

 

10/16/2014

 

11,027

 

22,053

 

57.57

 

2025

 

06/10/2013

 

1,605

 

101,436

 

 

 

10/14/2015

 

0

 

24,879

 

65.97

 

2016

 

10/17/2013

 

2,052

 

129,686

 

 

 

 

 

 

 

 

 

 

 

 

 

01/01/2014

 

6,658

 

420,786

 

 

 

 

 

 

 

 

 

 

 

 

 

10/16/2014

 

4,168

 

263,418

 

 

 

 

 

 

 

 

 

 

 

 

 

01/01/2015

 

9,002

 

568,926

 

 

 

 

 

 

 

 

 

 

 

 

 

10/14/2015

 

12,733

 

804,726

 

Hunter W. Jones

 

11/16/2011

 

11,057

 

0

 

51.24

 

2021

 

01/01/2013

 

3,905

 

246,796

 

 

 

10/20/2010

 

7,005

 

0

 

42.81

 

2017

 

 

 

 

 

 

 

 

 

10/18/2012

 

14,030

 

0

 

56.05

 

2022

 

10/17/2013

 

1,641

 

103,711

 

 

 

10/17/2013

 

13,177

 

6,588

 

64.97

 

2023

 

01/01/2014

 

5,326

 

336,603

 

 

 

10/16/2014

 

8,270

 

16,540

 

57.57

 

2024

 

10/16/2014

 

2,084

 

131,709

 

 

 

10/14/2015

 

0

 

18,659

 

65.97

 

2025

 

01/01/2015

 

6,751

 

426,663

 

 

 

 

 

 

 

 

 

 

 

 

 

10/14/2015

 

9,549

 

603,497

 

For better understanding of this table, we have included separate columns to show the grant date of stock options and restricted stock units/performance units.

Zeroes indicate there are no more unexercisable options available in the award.

(1)Options awarded prior to 2013 are fully vested. The vesting schedules for the option awards made during or after 2013 are as follows:

Grant Date

Option Vesting Schedule

Remaining
Vesting Dates

10/17/2013

One-third vests each year for three years from date of grant

10/17/2016

10/16/2014

One-third vests each year for three years from date of grant

10/16/2016
10/16/2017

10/14/2015

One-third vests each year for three years from date of grant

10/14/2016
10/14/2017
10/14/2018

(2)The vesting schedules for RSU and PRSU awards are as follows:

Grant Date

RSU Vesting Schedule

Remaining
Vesting Dates

10/17/2013

One-third vests each year for three years from date of grant

01/01/2017

10/16/2014

One-third vests each year for three years from date of grant

01/01/2017
01/01/2018

10/14/2015

One-third vests each year for three years from date of grant

01/01/2016
01/01/2017
01/01/2018

Grant Date

PRSU Vesting Schedule

Remaining
Vesting Dates

01/01/2014

Vests three years from date of grant (performance-based)

12/31/2016

01/01/2015

Vests three years from date of grant (performance-based)

12/31/2016

12/31/2017

(3)Based on the closing price of our Common Stock as of December 31, 2015 of $63.20, as reported on the New York Stock Exchange.

Option Exercises and Stock Vested

The following table provides additional information about the value realized by the persons named in the Summary Compensation Table on option exercises and stock award vesting during the year ended December 31, 2015.

 

 

Option Awards

 

Stock Awards

 

 

 

 

 

 

 

 

 

 

 

Name

 

Number of Shares
Acquired on
Exercise (#)

 

Value
Realized on
Exercise ($)

 

Number of Shares
Acquired on
Vesting (#)

 

Value
Realized on
Vesting ($)

 

 

 

 

 

 

 

 

 

 

 

R. Scott Rowe

 

12,917

 

879,590

 

8,448

 

430,643

 

Jack B. Moore

 

360,250

 

21,592,470

 

73,497

 

3,588,222

 

Charles M. Sledge

 

59,452

 

4,050,496

 

24,947

 

1,245,940

 

William C. Lemmer

 

10,000

 

703,572

 

21,997

 

1,101,181

 

Steven P. Geiger

 

-

 

-

 

2,632

 

138,294

 

Hunter W. Jones

 

0

 

0

 

5,676

 

294,445

 

Director Compensation

The compensation program for our non-employee directors has been developed by the Compensation Committee, after consideration of the recommendations and competitive market data provided by FWC, whom the Compensation Committee has retained as its independent compensation consultant. The program has been approved by the full Board. The following sets out the components of the compensation program for our non-employee directors. Employee directors receive no additional compensation for serving on our Board:

Equity Grant Upon Initial Election

$250,000

Annual Board Retainer

$  50,000

Annual Equity Grant1

$250,000

Annual Non-Executive Chairman Retainer

$225,000

Lead Director Retainer

$  25,000

Annual Committee Chair Retainer:

Audit Committee

$  20,000

Compensation Committee

$  15,000

Nominating and Governance Committee

$  15,000

Board/Committee Meeting Fee

$    2,500

Telephonic Meeting Fee

$    1,000

(1)  If a director’s election occurs between annual meetings of stockholders, the value of the annual equity grant upon initial election will be a pro-rata portion of the grant value equal to the remaining balance of the board year (the months until the next annual meeting of stockholders

Equity grants, both the initial and annual, are made in the form of deferred stock units, or DSUs. One quarter of each year’s annual equity grant is earned and vests at the end of each quarter of service as a director during that year. Vested DSUs are payable in Common Stock at the earlier of three years from the grant date or the end of Board tenure, unless electively deferred by the director for a longer period. Directors may elect to receive their Board and Committee Chair retainers in cash or defer them under our Deferred Compensation Plan for Non-Employee Directors. Deferral can be made for such periods of time as selected by the director and can be made into Common Stock or cash, at the director’s election. No above-market interest or preferential earnings, as defined for purposes of the SEC’s disclosure rules applicable to proxy statements, are credited or paid on cash deferrals.

Directors are eligible to use company-leased aircraft for personal travel, provided they reimburse us for the incremental operating cost of any such use. Spouses of directors are invited to our annual off-site Board meeting. Directors are reimbursed by us for the cost of their spouses’ travel to and from that meeting.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS


The information concerning "Security

Security Ownership of Certain Beneficial Owners"Owners

The following table lists the stockholders known by us to have been the beneficial owners of more than 5% of the common stock of Cameron (Common Stock”) outstanding as of December 31, 2015, and "Securityentitled to be voted at the Meeting. This information is based on statements filed by the indicated stockholders with the Securities and Exchange Commission (the “SEC”).

Name and Address of Beneficial Owner

 

Number of Shares of
Common Stock

 

Beneficial
Ownership

 

Percent of
Common
Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100 Vanguard Blvd
Malvern, PA 19355

 

16,467,347

 

(1)

 

8.82%

 

 

 

 

 

 

 

 

 

BlackRock, Inc.

 

 

 

 

 

6.40%

 

 

 

 

 

 

 

 

 

40 East 52nd Street
New York, New York 10022

 

12,147,825

 

(2)

 

 

 

 

 

 

 

 

 

 

 

State Street Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Lincoln Street
Boston, Massachusetts 02111

 

9,865,040

 

(3)

 

5.20%

 

(1)

According to a Schedule 13G filed with the SEC by The Vanguard Group, Inc. (“Vanguard”) on February 10, 2016, Vanguard had sole voting power over 351,883 shares of Common Stock, shared voting power over 18,300 shares of Common Stock, sole dispositive power over 16,467,347 shares of Common Stock, and shared dispositive power over 378,264 shares of Common Stock. According to that filing, Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 296,464 shares or 0.15% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, is the beneficial owner of 137,219 shares or 0.07% of Common Stock as a result of its serving as investment manager of Australian investment offerings.

(2)

According to a Schedule 13G filed with the SEC by BlackRock Inc. (“BlackRock”) on February 10, 2016, BlackRock had sole voting power over 10,370,751 shares of Common Stock and sole dispositive power over 12,147,825 shares of Common Stock. According to the filing, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock, but no one person’s interest is more than five percent of the total outstanding Common Stock.

(3)

According to a Schedule 13G filed with the SEC by State Street Corporation (“State Street”) on February 12, 2016, State Street had shared voting power and shared dispositive power over 9,865,040 shares of Common Stock.

Security Ownership of Management" requiredManagement

The following table sets forth, as of March 2, 2016, unless otherwise noted, the number of shares of Common Stock beneficially owned (as defined by Item 12 shall bethe SEC) by each current director, director nominee, and each executive officer named in the Summary Compensation Table included herein who is not also a director, and by all directors and executive officers as a group.

Directors

 

Number of Shares of
Common Stock Owned

 

Number of Shares
That May Be
Acquired By
Options Exercisable
Within 60 Days
(1)

 

  Total

 

Percent of
Class

 

 

 

 

 

 

 

 

 

 

 

H. Paulett Eberhart

 

10,491

 

0

 

10,491

 

*

 

Peter J. Fluor

 

83,935

 

0

 

83,935

 

*

 

Douglas L. Foshee

 

41,973

 

0

 

41,973

 

*

 

James T. Hackett

 

11,719

 

0

 

11,719

 

*

 

Rodolfo Landim

 

18,060

 

0

 

18,060

 

*

 

Jack B. Moore(2)

 

286,399

 

579,067

 

865,466

 

*

 

Michael E. Patrick

 

66,867

 

0

 

66,867

 

*

 

Timothy J. Probert

 

4,823

 

0

 

4,823

 

*

 

Jon Erik Reinhardsen

 

36,669

 

0

 

36,669

 

*

 

R. Scott Rowe(2)

 

136,224

 

95,510

 

231,734

 

*

 

Brent J. Smolik

 

6,524

 

0

 

6,524

 

*

 

Bruce W. Wilkinson

 

45,209

 

0

 

45,209

 

*

 

 

 

 

 

 

 

 

 

 

 

Executive Officers Named in the Summary Compensation Table Other Than Those Listed Above:

 

 

 

 

 

 

 

 

Charles M. Sledge(2)

 

159,555

 

270,768

 

430,323

 

*

 

William C. Lemmer (2)

 

107,934

 

204,793

 

312,727

 

*

 

Steven P. Geiger (2)

 

21,341

 

27,498

 

45,839

 

*

 

Hunter W. Jones (2)

 

51,086

 

53,539

 

104,625

 

*

 

All directors and executive officers
as a group (20 persons, including those named above)

 

1,149,317

 

1,297,844

 

2,447,161

 

0.012

 

*Indicates ownership of less than one percent of Common Stock outstanding.

(1)Consists of stock options that are currently exercisable or that will become exercisable on or before May 1, 2016.

(2)Includes shares held in our Proxy Statement to be filed relating toRetirement Savings Plan as of March 2, 2016.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the 2014 Annual MeetingBoard is composed entirely of Stockholdersindependent directors. None of the members of the Committee during 2015 or as of the date of this Form 10-K/A is or has been an officer or employee of Cameron and is incorporated herein by reference.

no executive officer of Cameron has served on the compensation committee or board of any company that employed any member of our Compensation Committee or the Board.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The

Policy With Respect to Related Party Transactions.  Our Board has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which Cameron is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% or greater stockholders (or their immediate family members) (each, a “related person”) has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship (a “related-person transaction”), the related person must report the proposed transaction and the Board’s Nominating and Governance Committee (for purposes of this Section, the “Committee”) will review, and if appropriate, approve the proposed related-person transaction. Any related-person transaction that is ongoing in nature will be reviewed annually.

A related-person transaction will be considered approved or ratified if it is authorized by the Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Committee will review and consider: the approximate dollar value of the amount involved; the related person’s involvement in the negotiation of the terms and conditions, including the price of the transaction; the related person’s interest in the related-person transaction; whether the transaction was undertaken in the ordinary course of our business; whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; the purpose of, and the potential benefits to us of, the transaction; and any other information concerningregarding the Company's "Policy on Related Person Transactions" and "Director Independence" required by Item 13 shall be includedtransaction or the related person in our Proxy Statementthe context of the proposed transaction that the Committee determines to be filed relatingrelevant to its decision to either approve or disapprove the transaction.

The Committee will approve or ratify the transaction only if the Committee determines that, under all of the circumstances, the transaction is not inconsistent with Cameron’s best interests.

The Committee may impose any conditions on the related-person transaction that it deems appropriate.

In addition to the 2014 Annual Meetingtransactions that are excluded by the instructions to the SEC’s related-person transaction disclosure requirements, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of Stockholdersrelated persons and, therefore, are not related-person transactions for purposes of this policy: 1) interests arising solely from the related person’s position as an executive officer of another entity that is incorporated hereina participant in the transaction, where: (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of our company’s annual consolidated gross revenues; and 2) a

transaction that is specifically contemplated by reference.


18

our Certificate of Incorporation or Bylaws, such as a contract of indemnity.

During 2015, there were no Related-Person Transactions.

Director Independence.  Our Board believes that a majority of our directors should be independent, as defined under the standards adopted by the New York Stock Exchange (“NYSE”). The Board makes an annual determination as to the independence of each of the directors. Under the NYSE standards, no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with our company that might interfere with the exercise of his or her independence from our management.

In evaluating each director’s independence, the Board considers all relevant facts and circumstances in making a determination of independence. In particular, when assessing the materiality of a director’s relationship with our company, the Board considers the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. In its determination of independence, the Board reviewed and considered all relationships and transactions between each director, his or her family members or any business, charity or other entity in which the director has an interest, and Cameron, its affiliates, or any entity in which our senior management has an interest. As a result of this review, and based on the NYSE standards of independence, the Board affirmatively determined that Ms. Eberhart and each of Messrs. Fluor, Foshee, Landim, Patrick, Probert, Reinhardsen, Smolik and Wilkinson are independent from Cameron and its management. In addition, the Board affirmatively determined that each of the members of the Audit Committee is independent under the additional standards for audit committee membership under SEC rules. Mr. Moore and Mr. Rowe are not independent directors, as Mr. Moore is a former Cameron employee and Mr. Rowe is a current Cameron employee.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


The information concerning "Principal

Principal Accounting Firm Fees" required by Item 14 shall be included inFees

The following table sets forth the Proxy StatementU.S. dollar equivalent fees billed or to be filed relating tobilled by our 2014 Annual Meetingprincipal accounting firm, Ernst & Young LLP, for services rendered for the years ended December 31, 2015 and 2014.

 

 

Year Ended
December 31

 

 

 

 

 

 

 

 

 

2015
($)

 

2014
($)

 

   Audit Fees(1)

 

6,878,469

 

8,205,334

 

   Audit-Related Fees:

 

 

 

 

 

   Benefit plan audits

 

51,824

 

207,062

 

   Other

 

4,000

 

306,080

 

 

 

55,824

 

513,142

 

   Tax Fees:

 

 

 

 

 

  Tax compliance, consulting and advisory services

 

1,917,825

 

1,978,569

 

 

 

 

 

 

 

   TOTAL

 

8,852,118

 

10,697,045

 

(1)Included within Audit Fees are services for our annual audits of Stockholders and is incorporated herein by reference.


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)   The following documents are filed as part of this Report:  

(1)   Financial Statements:  

All financial statements of the Registrant as set forth under Part II, Item 8 of this Annual Report on Form 10-K.

(2)   Financial Statement Schedules:  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
Cameron International Corporation
We have audited theour consolidated financial statements and of Cameron International Corporation (the Company) asour internal control over financial reporting, quarterly reviews and international statutory audits required by various government authorities.

The Audit Committee performs an annual review and approves the scope of December 31, 2013services and 2012,proposed fees of our principal accounting firm. The Audit Committee concluded that the provision of services, other than audit services, in 2015 was compatible with maintaining the accounting firm’s independence from us.

Pre-Approval Policies and for eachProcedures

An Audit Committee policy requires advance approval of the three yearsCommittee for all audit and audit-related services as well as tax and other services performed by the independent registered public accountants. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accountant is engaged to perform it. The Audit Committee has delegated to the Chairman of the Audit Committee authority to approve permitted services, provided that the Chairman reports any such decisions to the Audit Committee at its next regular meeting. None of the services related to the Audit-Related Fees or Tax Fees reflected in the period ended December 31, 2013, and have issued our report thereon dated February 26, 2014 (incorporatedtable above were approved by referencethe Audit Committee pursuant to the waiver of pre-approval provisions set forth in this Form 10-K).  Our audits also included the financial statement schedule included in Item 15(a)(2) of this Form 10-K.  This schedule is the responsibilityapplicable rules of the Company’s management.  Our responsibility isSEC.

PART IV

ITEM 15.  EXHIBITS

31.1* Certification of Principal Executive Officer pursuant to express an opinion based on our audits.


In our opinion,Section 302 of the financial statement schedule referredSarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer pursuant to above, when considered in relation toSection 302 of the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.


/s/ Ernst & Young LLP
Houston, Texas
February 26, 2014
19

Schedule II - Valuation and Qualifying Accounts
(dollars in millions)
 
 
  Additions  
  
  
 
 
 
Balance at
beginning
of period
  
Charged
to costs
and expenses
  
Charged
to other
 accounts
  
Deductions
(a)
  Translation  
Balance
at end
of period
 
 
 
  
  
  
  
  
 
YEAR ENDED DECEMBER 31, 2013: 
  
  
  
  
  
 
Allowance for doubtful accounts $7.9  $14.2  $(0.5) $(0.7) $  $20.9 
Allowance for obsolete and excess  inventory
 $89.0  $28.3  $3.9  $(11.6) $(0.6) $109.0 
YEAR ENDED DECEMBER 31, 2012:                        
Allowance for doubtful accounts $9.9  $0.5  $0.2  $(2.6) $(0.1) $7.9 
Allowance for obsolete and excess  inventory
 $81.9  $20.9  $(2.0) $(12.3) $0.5  $89.0 
YEAR ENDED DECEMBER 31, 2011:                        
Allowance for doubtful accounts $14.0  $1.0  $0.3  $(5.2) $(0.2) $9.9 
Allowance for obsolete and excess  inventory
 $68.0  $18.8  $2.0  $(6.0) $(0.9) $81.9 
___________
(a)Write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete inventory.

All other financial schedules are not required under the related instructions, or are inapplicable and therefore have been omitted.

20

(3)   Exhibits:
Exhibit
Number
Exhibit Index Description
3.1Restated Certificate of Incorporation of Cameron International Corporation, dated May 11, 2012, filed as Appendix C to the Company’s Supplement to the 2012 Proxy Statement, and incorporated herein by reference.
3.2Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 18, 2012, and incorporated herein by reference.
3.3Amendment to the Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on October 18, 2012, and incorporated herein by reference.
4.1Registration 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.
4.2Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 20, 2013 (Registration Statement No. 333-193002) for the Company’s Retirement Savings Plan Rescission offer, incorporated herein by reference.
4.3Form 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.
10.1OneSubsea LLC Retirement Savings Plan, effective April 1, 2013, filed as Exhibit 4.4 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
10.2Merger of the NATCO Group Profit Sharing And Savings Plan with and into the Cameron International Corporation Retirement Savings Plan, effective March 17, 2010, filed as Exhibit 10.49 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.3*Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2014.
10.4The 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.
10.5The Amended and Restated Cameron International Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2013 filed as Exhibit 10.18 to the Annual Report on From 10-K for 2012 for the Company, and incorporated herein by reference.
10.6The 2011 Management Incentive Compensation Plan of the Company, incorporated herein by reference to the Company’s 2011 Proxy Statement for the Annual Meeting of Stockholders held on May 3, 2011.
10.7Cameron International Corporation Equity Incentive Plan, effective January 1, 2013, as amended and restated, filed as an Appendix to the Company’s 2013 Proxy Statement, and incorporated herein by reference.
21

Exhibit
Number
Exhibit Index Description
10.8Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.
10.9
Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and John D. Carne, John Bartos, Hal J. Goldie, Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B. Moore, Charles M. Sledge 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.
10.10Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.11 *Form of Change in Control Agreement, effective November 16, 2013, by and between the Company and Stephen P. Geiger, R. Scott Rowe, Gary M. Halverson, Owen Serjeant, Brent Baumann, Mark Cordell, Britt Schmidt, Richard Stegall, Patrick Holley, Hunter Jones, and Stefan Radwanski.
10.12Form of Executive Severance Program of the Company, effective October 17, 2012 filed as Exhibit 10.27 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein  by reference.
10.13Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and 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.
10.14Form 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, and  Mr. Charles M. Sledge, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the Company, and incorporated herein by reference.
10.15Form 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.
10.16Form 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.
10.17Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.18Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer, Joseph H. Mongrain and James E. Wright, filed as Exhibit 10.50 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.19Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and Jeffrey G. Altamari, John C. Bartos, John D. Carne, Mark L. Carter, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Christopher A. Krummel, Amber Macksey, Jack B. Moore, Edward E. Roper, Owen Serjeant, Charles M. Sledge, and Edward E. Will, filed as Exhibit 10.51 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
22

Exhibit
Number
Exhibit Index Description
10.20
Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim, filed as Exhibit 10.47 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.21Form of Indemnification Agreement, by and between the Company and William G. Lamb effective April 12, 2012, and James T. Hackett effective August 1, 2012, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.22  *Form of Indemnification Agreement, effective December 9, 2013, by and between the Company and H. Paulett Eberhart.
10.23Consent and Third Amendment to Credit Agreement dated as of June 28, 2013, among Cameron International Corporation, Cameron Limited, Cameron GmbH, Cameron (Singapore) Pte. Ltd., Cameron Canada Corporation, Cameron Lux III SARL, the Lenders (as defined therein), Banco Bilbao Vizcaya Argentaria, Standard Chartered Bank, and Citibank N.A., as Syndication Agents, and JPMorgan Chase Bank, N.A., as L/C Issuer and Administrative Agent, filed as Exhibit 10.1 to the Form 8-K filed on July 2, 2013, and incorporated herein by reference.
10.24Credit 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.
10.25Second Amendment to the Credit Agreement, dated as of June 6, 2011, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.38 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.26*OneSubsea Retirement Savings Plan, effective April 1, 2013
10.27Amended and Restated Credit Agreement, dated February 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.39 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.28First Amendment to the Amended and Restated Credit Agreement, dated July 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A. , filed as Exhibit 10.40 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.29*Consent and Second Amendment to the Amended and Restated Continuing Agreement, for Letters of Credit, entered into as of June 28, 2013, between the Company and Citibank, N.A.
10.30Form of Stock Option Agreement for stock option grants dated 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.
10.31Form of Stock Option Agreement for stock options granted on or after April 1, 2009, filed as Exhibit 10.30 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.32Form of Grant Agreement for stock options granted on or after October 20, 2010, filed as Exhibit 10.39 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
23

Exhibit
Number
Exhibit Index Description
10.33Form of Amendment dated October 20, 2010 to Stock Option Agreement, filed as Exhibit 10.49 on Form 10-K for 2011 of the Company, and incorporated herein by reference..
10.34Form of Stock Option Agreement for stock options granted on or after October 18, 2012, filed as Exhibit 10.46 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.35Form of Grant Agreement for restricted stock units granted on or after October 20, 2010, filed as Exhibit 10.40 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.36Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 20, 2010, filed as Exhibit 10.41 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.37Form of Grant Agreement for restricted stock units granted on or after November 16, 2011, filed as Exhibit 10.55 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.38Form of Grant Agreement for restricted stock units granted on or after June 21, 2012, filed as Exhibit 10.50 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.39Form of Grant Agreement for restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.51 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.40Form of Grant Agreement for restricted stock units for Executive Officers granted on or after November 16, 2011, filed as Exhibit 10.56 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.41Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2011, filed as Exhibit 10.57 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.42Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2012, filed as Exhibit 10.54 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.43Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.55 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.44 *Form of Grant Agreement for performance-based restricted stock unit awards grants on or after January 1, 2014.
10.45  *Form of Grant Agreement for stock options granted on or after October 17, 2013.
10.46 *Form of Grant Agreement for restricted stock units granted on or after October 17, 2013.
10.47*Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 17, 2013.
24

Exhibit
Number
Exhibit Index Description
10.48*Form of Deferred Stock Unit Agreement for restricted stock units for non-employee directors granted on or after December 9, 2013.
10.49NATCO Group, Inc. 1998 Employee Stock Option Plan, filed as Exhibit 10.3 to NATCO’s Proxy Statement on Form S-1 (No. 333-48851), and incorporated herein by reference.
10.50NATCO Group, Inc. 2001 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 24, 2001, and incorporated herein by reference.
10.51NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
10.52NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated, filed as Exhibit 10.1 to NATCO’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006, and incorporated herein by reference.
10.53OneSubsea LLC Nonqualified Deferred Compensation Plan, effective April 1, 2013, filed as Exhibit 4.5 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
13.1*Portions of the 2013 Annual Report to Stockholders.
14.1Code of Ethics for Management Personnel, including Senior Financial Officers, filed as Exhibit 14.2 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
14.2Cameron 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.
14.3*Code of Business Conduct and Ethics for Directors, as amended effective February 20, 2014.
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* XBRL Taxonomy Extension Schema Document
25

Exhibit
Number
Exhibit Index Description
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

2002.

*Filed herewith


26

SIGNATURES

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: April 1, 2016

CAMERON INTERNATIONAL CORPORATION

  Registrant  

(Registrant)

 By:

/s/ Christopher A. Krummel

(Christopher A. Krummel)  
Vice President, Controller and Chief Accounting Officer
(principal accounting officer)
  Date: February 26, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on this 26th day of February, 2014, by the following persons on behalf of the Registrant and in the capacities indicated.

 Signature   Title  
/s/ C. Baker Cunningham  
(C. Baker Cunningham)Director
/s/ H. Paulett Eberhart
(H. Paulett Eberhart)Director
/s/ Sheldon R. Erikson  
(Sheldon R. Erikson)Director
/s/ Peter J. Fluor  
(Peter J. Fluor)Director
/s/ Douglas L. Foshee  
(Douglas L. Foshee)Director
/s/ James T. Hackett  
(James T. Hackett)Director
/s/ Rodolfo Landim  
(Rodolfo Landim)Director
/s/ Jack B. Moore
(Jack B. Moore)
Chairman of the Board, 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

By: Charles M. Sledge

Senior Vice President and Chief Financial Officer

(Charles M. Sledge)

(principal financial officer)Principal Financial and Accounting Officer)

27

Table

EXHIBIT INDEX

31.1 Certification of Contents

EXHIBIT INDEX
Exhibit
Number
Exhibit Index Description
Sequential
 Page
Number
3.1Restated Certificate of Incorporation of Cameron International Corporation, dated May 11, 2012, filed as Appendix C to the Company’s Supplement to the 2012 Proxy Statement, and incorporated herein by reference.
3.2Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 18, 2012, and incorporated herein by reference.
3.3Amendment to the Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on October 18, 2012, and incorporated herein by reference.
4.1Registration 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.
4.2Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 20, 2013 (Registration Statement No. 333-193002) for the Company’s Retirement Savings Plan Rescission offer, incorporated herein by reference.
4.3Form 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.
10.1OneSubsea LLC Retirement Savings Plan, effective April 1, 2013, filed as Exhibit 4.4 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
10.2Merger of the NATCO Group Profit Sharing And Savings Plan with and into the Cameron International Corporation Retirement Savings Plan, effective March 17, 2010, filed as Exhibit 10.49 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2014.
10.4The 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.
10.5The Amended and Restated Cameron International Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2013 filed as Exhibit 10.18 to the Annual Report on From 10-K for 2012 for the Company, and incorporated herein by reference.
10.6The 2011 Management Incentive Compensation Plan of the Company, incorporated herein by reference to the Company’s 2011 Proxy Statement for the Annual Meeting of Stockholders held on May 3, 2011.

28

Exhibit
Number
Exhibit Index Description
Sequential
 Page
Number
10.7Cameron International Corporation Equity Incentive Plan, effective January 1, 2013, as amended and restated, filed as an Appendix to the Company’s 2013 Proxy Statement, and incorporated herein by reference.
10.8Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.
10.9
Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and John D. Carne, John Bartos, Hal J. Goldie, Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B. Moore, Charles M. Sledge 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.
10.10Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
Form of Change in Control Agreement, effective November 16, 2013, by and between the Company and Stephen P. Geiger, R. Scott Rowe, Gary M. Halverson, Owen Serjeant, Brent Baumann, Mark Cordell, Britt Schmidt, Richard Stegall, Patrick Holley, Hunter Jones, and Stefan Radwanski.
10.12Form of Executive Severance Program of the Company, effective October 17, 2012 filed as Exhibit 10.27 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein  by reference.
10.13Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and 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.
10.14Form 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, and  Mr. Charles M. Sledge, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the Company, and incorporated herein by reference.
10.15Form 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.
10.16Form 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.
10.17Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
Exhibit
Number
Exhibit Index Description
Sequential
 Page
Number
10.18Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer, Joseph H. Mongrain and James E. Wright, filed as Exhibit 10.50 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.19Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and Jeffrey G. Altamari, John C. Bartos, John D. Carne, Mark L. Carter, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Christopher A. Krummel, Amber Macksey, Jack B. Moore, Edward E. Roper, Owen Serjeant, Charles M. Sledge, and Edward E. Will, filed as Exhibit 10.51 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.20
Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim, filed as Exhibit 10.47 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.21Form of Indemnification Agreement, by and between the Company and William G. Lamb effective April 12, 2012, and James T. Hackett effective August 1, 2012, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
Form of Indemnification Agreement, effective December 9, 2013, by and between the Company and H. Paulett Eberhart.
10.23Consent and Third Amendment to Credit Agreement dated as of June 28, 2013, among Cameron International Corporation, Cameron Limited, Cameron GmbH, Cameron (Singapore) Pte. Ltd., Cameron Canada Corporation, Cameron Lux III SARL, the Lenders (as defined therein), Banco Bilbao Vizcaya Argentaria, Standard Chartered Bank, and Citibank N.A., as Syndication Agents, and JPMorgan Chase Bank, N.A., as L/C Issuer and Administrative Agent, filed as Exhibit 10.1 to the Form 8-K filed on July 2, 2013, and incorporated herein by reference.
10.24Credit 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.
10.25Second Amendment to the Credit Agreement, dated as of June 6, 2011, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.38 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
OneSubsea Retirement Savings Plan, effective April 1, 2013.
10.27Amended and Restated Credit Agreement, dated February 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.39 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.28First Amendment to the Amended and Restated Credit Agreement, dated July 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A. , filed as Exhibit 10.40 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
30

Exhibit
Number
Exhibit Index Description
Sequential
 Page
Number
Consent and Second Amendment to the Amended and Restated Continuing Agreement for Letters of Credit, entered into as of June 28, 2013 between the Company and Citibank, N.A.
10.30Form of Stock Option Agreement for stock option grants dated 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.
10.31Form of Stock Option Agreement for stock options granted on or after April 1, 2009, filed as Exhibit 10.30 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.32Form of Grant Agreement for stock options granted on or after October 20, 2010, filed as Exhibit 10.39 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.33Form of Amendment dated October 20, 2010 to Stock Option Agreement, filed as Exhibit 10.49 on Form 10-K for 2011 of the Company, and incorporated herein by reference..
10.34Form of Stock Option Agreement for stock options granted on or after October 18, 2012, filed as Exhibit 10.46 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.35Form of Grant Agreement for restricted stock units granted on or after October 20, 2010, filed as Exhibit 10.40 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.36Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 20, 2010, filed as Exhibit 10.41 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.37Form of Grant Agreement for restricted stock units granted on or after November 16, 2011, filed as Exhibit 10.55 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.38Form of Grant Agreement for restricted stock units granted on or after June 21, 2012, filed as Exhibit 10.50 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.39Form of Grant Agreement for restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.51 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.40Form of Grant Agreement for restricted stock units for Executive Officers granted on or after November 16, 2011, filed as Exhibit 10.56 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.41Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2011, filed as Exhibit 10.57 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
31

Exhibit
Number
Exhibit Index Description
Sequential
 Page
Number
10.42Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2012, filed as Exhibit 10.54 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.43Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.55 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.44*Form of Grant Agreement for performance-based restricted stock unit awards grants on or after January 1, 2014.
10.45*Form of Grant Agreement for stock options granted on or after October 17, 2013.
10.46*Form of Grant Agreement for restricted stock units granted on or after October 17, 2013.
10.47*Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 17, 2013.
10.48*Form of Deferred Stock Unit Agreement for restricted stock units for non-employee directors granted on or after December 9, 2013.
10.49NATCO Group, Inc. 1998 Employee Stock Option Plan, filed as Exhibit 10.3 to NATCO’s Proxy Statement on Form S-1 (No. 333-48851), and incorporated herein by reference.
10.50NATCO Group, Inc. 2001 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 24, 2001, and incorporated herein by reference.
10.51NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
10.52NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated, filed as Exhibit 10.1 to NATCO’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006, and incorporated herein by reference.
10.53OneSubsea LLC Nonqualified Deferred Compensation Plan, effective April 1, 2013, filed as Exhibit 4.5 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
Portions of the 2013 Annual Report to Stockholders.
14.1Code of Ethics for Management Personnel, including Senior Financial Officers, filed as Exhibit 14.2 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
14.2Cameron 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.
Code of Business Conduct and Ethics for Directors, as amended, effective February 20, 2014.
Subsidiaries of registrant. 
32

Exhibit
Number
Exhibit Index Description
Sequential
 Page
Number
23.1*Consent of Independent Registered Public Accounting Firm.
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*XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

2002.

*Filed herewith


33

39